MSH Agra (RFQ Cum RFP)

DEVELOPMENT OF MULTI-SPECIALITY
HOSPITAL AT AGRA
Under Integrated Urban Rejuvenation Plan
ON DESIGN, BUILD, FINANCE, OPERATE AND

TRANSFER (DBFOT) BASIS
UNDER PUBLIC PRIVATE PARTNERSHIP (PPP)
(Revised)
RFQ cum RFP DOCUMENT
June 2009
Nodal Agency
AWAS BANDHU, UTTAR PRADESH,

HOUSING & URBAN PLANNING DEPARTMENT,
GOVERNMENT OF UTTAR PRADESH
IST FLOOR, JANPATH MARKET,
LUCKNOW-226001
TEL: 0522-2237161 FAX: 0522-2612098,
E-MAIL: awasbandhu@gmail.com
WEB: awas.up.nic.in
Project Consultants
SREI Infrastructure Finance Limited

In Association with
DHV India Private Limited
AWAS BANDHU UTTAR PRADESH

Government of Uttar Pradesh
Request for Proposal:
REVISED RFQ cum RFP DOCUMENT

CONTENTS OF THE DOCUMENT
VOLUME I
VOLUME II
VOLUME III :
Instructions to Bidders
Draft Concession Agreement
Techno Economic Feasibility Report
RFQ cum RFP for Design, Build, Finance, Operate and Transfer Multi-Specialty Hospital at Shastripuram In Agra
NOTICE INVITING REQUEST FOR QUALIFICATION CUM PROPOSAL
Awas Bandhu, Uttar Pradesh,

Housing & Urban Planning Department,
Government Of Uttar Pradesh
Development of Multi- Specialty Hospital at Shastripuram, Agra

As Part Of IURP
Uttar Pradesh, India on DBFOT basis
Government of Uttar Pradesh proposes development of Multi-Specialty Hospital at Shastripuram, Agra . UP
Awas Bandhu is the nodal agency for the project.
Deficiencies in the public sector health system in providing health services to the population are well known. The
inability of the public health sector has forced poor and deprived sections of the population to seek health
services from the private sector.
Healthcare of people is crucial to the development of a state. Evidence indicates that, in many parts of India, the
private sector provides a large volume of health services but with little or no regulation. The private sector is not
only Indias most unregulated sector but also its most potent and untapped sector. To address the inefficiency
and inequity in the health system, many state governments have undertaken health sector reforms.
There is growing realisation that, given their respective strengths and weaknesses, neither the public sector nor
the private sector alone can operate in the best interest of the health system. There is also a growing belief that
public and private sectors in health can potentially gain from one another
Agra needs world-class healthcare establishments and the role of private hospitals like this will only enhance our
capability in delivering healthcare to the masses.
Government of Uttar Pradesh proposes development of Multi-Specialty Hospital at Shastripuram, Agra. The
scope of work will cover
Build & operate 300-bedded super-specialty hospitals as per the International standards / Indian Public
Health Standard (IPHS).
Provide secondary and tertiary level medical services in selected disciplines in the hospital.
Up-gradation of the hospitals, at a later stage, for starting super specialty courses along with training
courses for nursing/ paramedical staff.
The development of the project is on Design-Build-Finance-Operate and Transfer (DBFOT) basis under which
the developer will Design, Finance, Construct, Maintain and Operate the project.
GoUP invites proposals from the eligible developers either on their own or in consortium of up to four members,
for being shortlisted for the issue of RFQ cum RFP Document.
The Eligibility Criteria and other terms and conditions are given in RFQ cum RFP Document. The RFQ cum RFP
may be obtained at the address given below on payment of Rs 25,000/- (Rupees Twenty Five Thousand only),
through account payee Demand Draft in favour of Awas Bandhu payable at Lucknow.. The RFQ cum RFP may
RFQ cum RFP Volume I-Instruction to Bidders
Page 1
also be downloaded from the web http//awas.up.nic.in and submitted along with the Demand Draft as mentioned
above.
The last date for submission of RFQ cum RFP is 1300 Hrs on 03.07..2009.
For further details please contact
The Executive Director,
Ist Floor, Janpath Market, Lucknow-226001
Tel: 0522-2237161 Fax:0522-2612098,
E-Mail: awasbandhu@gmail.com,
Web : awas.up.nic.in
The Project Coordinator,

SREI Infrastructure Finance Ltd.
5th Floor, D2, Southern Park
Saket Place, New Delhi - 110017
Tel: 011-30615721 Fax: 011-30615818
projectcoordinator.upawas@gmail.com
Page 2
Disclaimer
1.
Though adequate care has been taken in the preparation of this RFQ cum RFP Document (Volumes I and
II), the Bidder should satisfy himself that the Document is complete in all respects including its legal
validity.
2.
Neither Awas Bandhu, UP nor their employees or consultants make any representation or warranty as to
the accuracy, reliability or completeness of the information in this RFQ cum RFP (Volumes I and II) and it
is not possible for Awas Bandhu, UP to consider the investment objectives, financial situation and
particular needs of each party who reads or uses this document. Each prospective Bidder should conduct
his own investigations and analysis and check the accuracy, reliability and completeness of the
information in this RFQ cum RFP and obtain independent advice from appropriate sources.
3.
Neither Awas Bandhu, UP nor their employees or consultants will have any liability to any prospective
bidder or any other person under the law of contract, tort, the principles of restitution or unjust enrichment
or otherwise for any loss, expense or damage which may arise from or be incurred or suffered in
connection with anything contained in this RFQ cum RFP, any matter deemed to form part of this RFQ
cum RFP, the award of the Project, the project information and any other information supplied by or on
behalf of Awas Bandhu UP, ADA or their employees, any consultants or otherwise arising in any way from
the selection process.
4.
Awas Bandhu, UP reserves the right to reject any or all of the proposals submitted in response to this
RFQ cum RFP at any stage without assigning any reasons whatsoever.
5.
Awas Bandhu, UP reserves the right to change any or all of the provisions of this RFQ cum RFP prior to
Proposal Due Date. Such changes would be intimated to all the parties being issued this RFQ cum RFP.
6.
Awas Bandhu, UP reserves the right to change, modify, add to or alter the Selection Process including
inclusion of additional evaluation criteria at later stage, which in no event shall be later than the Proposal
Due Date. Any change in the Selection Process shall be intimated to all concerned parties.
Page 3
RFQ cum RFP DOCUMENT

Schedule of Bidding Process
1. Last date for receipt of queries
25.06.2009 at 1700 hrs
2.Last date for submission of RFQ Cum RFP
03.07.2009 at 1300 hrs at the office of the

Executive Director, Awas Bandhu, Uttar Pradesh,
Ist Floor, Janpath Market,
Lucknow-226001
03.07.2009 at 1400 hrs
3.Date and time of Opening of RFQ cum RFP

45.Document Fees
Rs. 25000 (Rupees Twenty Five Thousand),

through account payee Demand Draft in favour of
Awas Bandhu payable at Lucknow.
Page 4
Table of Contents
Page No
1.
Notice: Inviting Request for Qualification cum Proposal

Disclaimer
Schedule of Bidding Process
Salient Information
Abbreviations
Definitions
2.
3.
4.
5.
5.1.
5.2.
5.3.
5.4.
5.5.
Introduction
Background of Agra
Scope of Project
Cost of the Project
Commercial Consideration
Project Implementation Mechanism
6.1.
6.2.
6.3.
6.4.
6.5.
6.6.
6.7.
6.8.
6.9.
6.10.
6.11.
6.12.
6.13.
6.14.
6.15.
6.16.
6.17.
6.18.
6.19.
6.20.
6.21.
6.22.
6.23.
6.24.
6.25.
6.26.
6.27.
6.28.
6.29.
Information and Instructions to Bidders

Scope of Application
Eligible Bidders
Change in Consortium Composition
Number of Applicants
Application Preparation cost
Project Inspection and Site Visit
Right to Accept or Reject any or all Applications
Contents of RFQ cum RFP Document
Clarifications
Amendment of RFQ cum RFP
Language
Currency
Validity of Application
Format and Signing of Application
Sealing and Marking of Applications
Submission of Bids
Application Due date
Late Applications
Modifications / Substitution / Withdrawal of Proposals
Evaluation of Application Due Date
Evaluation of Application Criteria
Evaluation of Application Supporting Documents
Evaluation of Application Right to Reject
Confidentiality
Test of responsiveness
Clarifications
Qualification and Notification
RFQ CUM RFP Documents
Fees of the Consultants
6.
7.
General Provisions
7.1. General Provisions
1
2
3
6
7
8
11
11
11
13
13
13
14
14
14
15
15
15
15
16
16
16
16
16
17
17
17
17
18
19
19
19
19
19
19
19
20
20
20
20
21
21
22
22
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7.2.
7.3.
7.4.
7.5.
7.6.
7.7.
7.8.
7.9.
7.10.
7.11.
7.12.
Confidentiality
Communication between Bidders and Awas Bandhu, UP
Interpretation of Documents
Pre-Bid Conference
Enquiries concerning the RFQ cum RFP / Draft Concession Agreement
Submission of Bids
Bid Opening
Earnest Money Deposit
Performance Security
Sources of Funds
23
23
24
24
25
25
25
26
26
27
28
8.
Description of the Selection Process

8.1. Criteria for Evaluation
8.2. Evaluation of Financial Proposal (Assessment of Envelope B)
29
29
32
9.
Rules regulating the Consortium

9.1. Consortium of Bidders
33
33
10.
Methodology & Criteria for Evaluation
10.1. Financial Proposal Evaluation
11.
35
35
Appendices
Appendix 1A
Appendix 1B
Appendix 2
Appendix 3
Appendix 4
Appendix 5
Format for Power of Attorney for Signing Proposal
38
Format for Power of Attorney for Lead Member of Consortium
39
Details of Bidder
Format for Letter of Application
Information related to Experience
Format for Establishing Experience of Bidder (BRS 1)
Format for Establishing Experience of Bidder (BRS 2)
Format for Establishing Financial Capability of the Bidder
Format for Financial Capability of Consortium (BRS 4)
Deleted
40
41
43
44
45
46
47
Appendix 6
Appendix 7
Appendix 8
Appendix 9A
Appendix 9B
Exhibit 2
Appendix 10
Appendix 11
Appendix 12
Appendix 13
Appendix 14
Appendix 15
Appendix 16
Guidelines for Providing Information related to Financial Capability
48
Format for Anti-Collusion Certificate

Format for Project Undertaking
Format for Project Undertaking
Guiding Principles for MOU
Format for Memorandum of Understanding (MOU)
Deleted
Consultancy and Success Fee Commitment
Format for Letter of Acceptance
Format for Letter of Commitment
Financial Proposal
Proforma for Bank Guarantee for Performance Security
50
51
52
53
54
56
57
59
61
62
Annexure A
Project Site
65
Page 6
RFQ cum RFP for Design, Build, Finance, Operate and Transfer Multi-Specialty Hospital At Shastripuram In Agra
Salient Information
Following are the salient aspects of information regarding this bid document (RFQ cum RFP):
i.
This bid document comprises the following:

a. Information to Bidders (RFQ CUM RFP Document-Vol I)
b. Draft Concession Agreement (RFP Document-Vol II)
c.
Technical Schedule (RFQ CUM RFP Document-Vol II)
TEFR is available with the Bid Documents for reference of the bidders.
ii.
The following shall be the Schedule of the Bidding Process.

MILESTONE
DATE
Last Date for Submission up to 13:00 hrs. (Proposal Due 03.07.2009 at 1300 hrs at the
Date)
office of the Executive Director,
Housing & Urban Planning
Department, Government Of
Uttar Pradesh
Ist Floor, Janpath Market,
Lucknow-226001
Opening of Envelope A
03.07.2009 1400 hrs
Opening of Envelope B
06.07.2009 1400 hrs
RFQ cum RFP Volume I- Instruction to Bidder
Page 7
3 Abbreviations
AW, UP
Awas Bandhu, UP
BEC
Bid Evaluation Committee
COD
Commercial Operation Date
EMD
EOI
Expression of Interest
EPC
Engineering, Procurement and Construction
FDI
Foreign Direct Investment
FAR
Floor Area Ratio
ECS
Equivalent Car Space
GoI
Government of India
GoUP
Ha.
Hectare or Hectares
LCM
Lead Consortium Member
LOI
Letter of Intent
LOA
Letter of Award
ADA
Agra Development Authority
MOU
Memorandum of Understanding
RFQ CUM RFP Request for Qualification cum Proposal

SPV
Special Purpose Vehicle
UP
Uttar Pradesh
Page 8
Definitions
Associates
For a Bidding Company or a Consortium Member, only those entities would be Associates who control and is
controlled by or is under the common control with such applicant/consortium member.
Bid Document
Bid Document shall mean any document issued by Awas Bandhu, UP as part of the Bid Process.
Bid Process
Bid Process shall mean various activities taken up by Awas Bandhu, UP leading up to the selection of the
Successful Bidder/s.
Bidder(s)
Bidder(s) shall mean Bidding Company or Bidding Consortium that has submitted a Proposal in response to this
RFQ CUM RFP Document.
Bidding Company
Bidding Company shall mean a corporate entity (Public or Private Limited) registered under the Companies Act,
1956 or equivalent International law1 satisfying the basic eligibility criteria of bidding.
Bid Validity Period
Bid Validity Period shall mean the period stipulated in Clause 6.13 of Section 6 of this RFQ CUM RFP Document,
for which the Proposal submitted is valid.
Bank
Bank shall mean any SBI, Nationalised Bank and Indian Scheduled Commercial Bank whose networth is not less
than Rs. 300 crores as on 31st March 2008.
Consortium
Consortium shall mean Group of Entities that have jointly submitted the proposal for the project.
Relevant Act as applicable has to be provided along in Envelope A with extract of relevant sections attached to the Act.
Page 9
Consortium Member
Each entity in the Bidding Consortium shall be referred to as a Consortium Member.
Earnest Money Deposit or Bid Security shall have the meaning as referred in Section 7.10 of this document.
Effective Date
Effective Date means the date on which all the Conditions Precedent are satisfied or waived in writing by both the
Parties as per the Concession Agreement.
Floor Area Ratio
Floor Area Ratio means the quotient of the floor space excluding the area specifically exempted from computation
under these regulations that can be constructed in a plot to the plot area.
FAR = Total covered floor area on all floors
Plot area
Financial Bid / Financial Proposal
Financial Bid / Financial Proposal shall mean the information submitted as per Appendix 15 of this document.
Good Industry Practice
Good Industry Practice shall mean practices, methods, techniques and standards as changed from time to time that
are generally accepted for use in the infrastructure, construction and real estate industry or any other good industry
practice which is relevant to the said project.
Lead Member / Lead Consortium Member (LCM)
In case of a Bidding Consortium, the Lead Member / Lead Consortium Member (LCM) shall be that Consortium
Member vested with the prime responsibility of developing the Project and holding not less than 51% stake in the
consortium.
Letter of Acceptance
Letter of Acceptance shall have a meaning as referred in Appendix 13 of this Document. It means Letter submitted
by the bidder accepting the Award or Intention to Award the Project to the bidder.
Letter of Commitment
Letter of Commitment shall have a meaning as referred Appendix 14 of this Document.
Project
Page 10
Project shall mean Design, Build, Finance, Operation and Transfer of Multi-Specialty Hospital at Shastripuram in
Agra more specifically as mentioned under Clause 5.2 of Section 5.
Project Site shall mean the area as given in annexure A.
Proposal
Proposal shall mean the Financial Proposal to be submitted by the Bidders in response to this Request for
Proposal, unless the context specifically refers to a Techno-Commercial proposal and its sub-proposal (i.e. Technical
Proposal and / or Financial Proposal) in which case, Proposal shall refer to such sub-proposal.
Proposal Due Date
Proposal Due Date shall have the same meaning as referred to in Clause 6.17 section 6 of this Document.
Responsiveness / Non-responsive
Responsiveness / Non-responsive shall mean as referred in Clause 6.25 of Section 6 of this document.
Request for Qualification cum Request for Proposal (RFQcumRFP)
Request for Qualification cum Request for Proposal shall mean this document advertised to invite the submission
of Qualification and Proposal to Design, Build, Finance, Operate and Transfer of Multi-Specialty Hospital at
Shastripuram in Agra.
Selection Process
Selection Process shall have the same meaning as the 'Bid Process'.
Subsidiary/Subsidiaries
For a Bidding Company or a Consortium Member, Subsidiary / subsidiaries shall mean only those entities in which
the Bidding Company / Consortium Member hold(s) more than 50% of the voting securities directly.
Successful Bidder
The Successful Bidder shall mean the bidder who has been issued Letter of Intent by Awas Bandhu, UP and Letter of
Award by ADA indicating him as the Successful Bidder.
Page 11
INRTODUCTION
5.1 Background of Agra

The city of Agra is situated on the Western Bank of river Yamuna on National Highway (NH-2) at about 200 Kms from
Delhi in the state of Uttar Pradesh. In the east, Agra is connected to Kanpur through NH-2 and in the south, it is
connected to Gwalior through NH-3 and in the north, it is connected with Aligarh through NH- 93 and in the west,
Agra is connected to Fatehpur Sikri through NH-11.
`
Location of Agra in India
Regional setting of Agra city
Agra is geographically located at 2712' North latitudes and 7812' East longitudes. It has an extremely strategic
location on the confluence of three distinct geo-physical regions namely the plain of Uttar Pradesh, the plateau of
Madhya Pradesh and the desert of Rajasthan. The city also falls in the center of the four-culture areas- Braj,
Bundelkhand, Rajputana and western U.P. Both these factors have played significant roles in shaping the life and
history of the city
Page 12
Connectivity of Agra city

Historical Background
Agra city is of historic importance, which is amply evident from the numerous historical monuments in and around the
city. The Hindu epic Mahabharata refers to it as Agraban, part of Brij Bhoomi, the homeland of Lord Krishna. The
earliest recorded history of Agra, is its establishment by a local king in 1475. The city was the capital seat of Mughals
in medieval times. The heritage of the city is linked with the Mughal dynasty but numerous other rulers also
contributed to the rich past of this city. Agra was founded by Sikandar Lodi in the 16th century. It grew into an
important power centre under the Delhi Sultan Sikandar Lodi and he shifted his capital from Delhi in 1504. Babar also
stayed in Agra for some time and introduced the concept of square Persian-styled gardens. Emperor Akbar built Agra
fort and Jehangir did the beautification with gardens and palaces. The city has a proud possession of Taj Mahal as
one of the seven wonders of the world, now declared as World Heritage Site. The post-Mughal era of Agra saw the
rule of Jats, Marathas and finally the British taking over the city. In addition to its historic importance, Agra is a main
center of political, economic, commercial and cultural activities.
Physical Characteristics
The river Yamuna enters the city from the north-east corner, flows towards south for some distance and then turns
towards east. The general slope is from west to east in CIS-Yamuna area on the right bank of the river Yamuna.
The climate of Agra city is extreme and tropical. During summer season the maximum temperature of the city rises to
47C and drops down to minimum of 30C during winter season. The city receives moderate to high rainfall with an
average yearly rainfall of about 686 mm. The ground levels at Agra vary from RL 150 m to 170m. The strata consist
of mainly sandy soil. The sub-soil water level is generally 6 to 8 m below ground level.
Page 13
The city stretches for about 9.0 kms along the Yamuna river. The major part of the city is on the Western side of
Yamuna and has grown beyond the river on the eastern side and is called the Trans Yamuna area while the original
part is called as CIS Yamuna.
5.2
Agra Development Authority (ADA) was established under the Uttar Pradesh Urban Planning & Development Act
1973 in order to ensure planned development of the city. ADA has progressed from small beginnings to embrace an
overreaching authority in the development scenario of Agra. In consonance with the aspirations of modern India,
ADA aims at coordinated and planned development of city: to enable Agra to extend urban infrastructure to absorb
the pressures of a rapidly changing society, and to provide an environment which would enable the utmost
satisfaction level of all sections of its inhabitants.
To fulfil its role, the Authority seeks to coordinate in accordance with a comprehensive Master Plan along with the
work of various other agencies involved in the creation and extension of urban infrastructure.
Taking forward this development process and to redress the lack of Multi Speciality Hospital in the State of UP, ADA
has proposed to set-up a 300 Bed Multi Speciality Hospital in Agra.
5.3 Scope of the Project

Government of Uttar Pradesh (GoUP) through U.P. Awas Bandhu Lucknow intends to undertake various
infrastructure projects for implementation on Public Private Partnership (PPP) Mode under Integrated Urban
Rejuvenation Plan (IURP) scheme for selected cities of the state. Projects to be developed on PPP mode are being
identified, developed and implemented in various cities of Uttar Pradesh namely Ghaziabad, Meerut, Agra, Aligarh,
Allahabad, Varanasi, Lucknow and Kanpur.
Under this a need to develop a Multi Speciality Hospital in Agra was felt . The Hospital is expected to develop as per
the International standards/ Indian Public Health Standards. It is envisioned to provide Health care facilities in
selected disciplines. The broad scope of work is to develop of a 300 bedded hospital at a site identified by ADA. The
Hospital may be upgraded to have Multi Speciality courses along with training courses for nursing and paramedical
staff.
Agra Development Authority has identified and earmarked total 5 acres of plot located at Shastripuram near Sikandra
in Agra. It is easily accessible from major land marks like the Sanjay place. Though easily accessible, the site is
located away from the hustle and bustle of the city. The site shall be given on lease for the initial period of 30 years
renewable every 30 years up to a maximum of 90 years including construction period.
Page 14
The successful bidders shall Design, Build, Finance, Operate and Transfer Multi Specialty Hospital on the 5 acre of
plot earmarked for the purpose over the concession period of initial period of 30 years renewable every 30 years up
to a maximum of 90 years
including construction period, after which the facility will be transferred to the
Concessioning Authority.
The successful bidder shall construct following facilities and get all the approvals for commercial operations of 150
beds and allied services in 36 months from the effective date and remaining beds within the next 24 months:
A. Minimum Development Obligations (Essential Facilities):
To build and operate 300-bedded Multi-specialty hospital as per the International standards / Indian Public
Health Standard (IPHS).
Atleast four specialties from the following specialties shall be developed in the Hospital.
Departments / Specialties
Trauma Care
Cardio Thoracic care unit (ICCU- Intensive Cardiac Care Unit)
Intervention specialty and Cerebral Intervention
Kidney Transplant (Haemodialysis)
Neurology unit
Obstetrics & Gynaecology
Paediatric unit (with NICU Neonatal Intensive Care unit)
Dental unit for surgery
Ophthalmology and ENT
Cancer unit
The hospital shall also have a round the clock emergency unit.
B. Optional Facilities
Service Apartments can be provided within the hospital complex to cater to the needs of the patients and
their relatives.
Hospital may offer Laboratory Technician and para medical courses within the complex.
Restaurants, ATMs, Pharmacy for the convenience of the patients can be provided within the hospital
complex.
Research Centre can also be setup in the hospital complex.
Helipad for picking up patients may be provided. Ambulance facility may be provided
All the facilities are to be developed as per the minimum quality standards set out for the purpose in the technical
schedule appended in DCA Volume II with this document.
Page 15
While undertaking development of the Project, the Successful Bidder shall adhere to latest amended National
Building Code of India, other relevant IS Codes and practices, Development Control Rules, FAR Limits, statutory
requirements, guidelines and approvals of the Health Department of the Government of Uttar Pradesh, laws of land,
the principles of good industry practices and any other norms as applicable from time to time. The Successful Bidder
shall also take into account the guidelines issued by the State Health Department and obtain the necessary
approvals.
Keeping in view that the hospital services should be world class, the hospital may apply for JCI (joint Commission
International) accreditation and obtain the same within five years from the date of operation. The successful bidder
shall plan the facilities, manpower and the service standards to meet the stringent quality standards laid down by JCI.
The Successful Bidders proposed plan to meet the norms of JCI shall be presented to Agra Development Authority.
The successful bidder shall be responsible for all the clearances as may be required for the development and
operations of the project. 150 beds and allied facilities shall be ready for operation after taking all the clearance(s)
within 36 months of the effective date and the remaining beds shall be operational within the next 24 months.
For the purpose of providing subsidized health services to poor, the Concessionaire shall provide 1% of the revenues
of the hospital every year of the Concession period to the State Health Department. Revenue of hospital shall mean
registration fees, hospital bed revenue, diagnostic laboratory test, consultation charges, operation charges and lease
rentals from commercial facilities like banks, restaurants etc. Revenue of Hospital shall not include revenue from
pharmacy, service apartments, training institutes and consumable cost directly reimbursed by patient.
The Concessionaire shall be allowed to mortgage land of the project for availing financial assistance from funding
agencies subject to the condition that the 20% of the land value at circle rates is paid upfront to the Concessioning
Authority.
Revenue Streams
The Private Sector Operator will be able to recover its investment through the following indicative streams of
revenue:
IPD charges
OPD charges
Procedures and allied charges
Investigations charges
Revenue from Hospitalization (Room Related)
Miscellaneous charges
Page 16
5.4 Cost of the Project

The project is estimated to cost Rs. 100.56 crores ( Rupees One hundred crores and fifty six lakh only).
5.5 Commercial Consideration

In consideration of the designated plot of land given on lease for the initial period of 30 years renewable every thirty
years upto a maximum of 90 years, the Successful bidder shall pay, to the Concessioning Authority, annually a
percentage of total revenue earned as quoted by him in the Financial proposal payable eleventh year (from the year
of commercial operations of the first 150 beds) onwards through out the remaining concession period..The
concessionaire shall also pay to the concessioning authority a yearly lease rental of Rs. 128/-( Rs. One hundred and
twenty eight only ) per sq meter of land for the entire concession period including construction period
The Concessionaire shall deposit 1% of the total revenue earned in the year in a fund with the government for the
medical well being of the BPL population of Agra city. This will commence from the year of commercial operations of
first 150 beds.
Bidders may please note that in case of failure of the bidder in completion of the project, as mentioned in the scope
of work and as per the minimum standards and specifications as per the technical schedule appended with this
document in DCA Volume II, within 60 months, the performance security furnished on the execution of the
Agreement shall be forfeited by ADA and blacklisted, as per the Provision of the draft Concession agreement.
Additional measures as the Govt. may deem fit would be applicable on such a bidder.
However, bidders may note that in case the work is being executed as per the minimum technical specifications in
DCA Volume II but delayed due to Force Majeure Event as defined in the Draft Concession Agreement, the remedies
pertaining to such Force Majeure Event shall be applicable as per the provisions in the Draft Concession Agreement.
5.6 Project Implementation Mechanism

The successful bidder in case of a consortium shall form a Special Purpose Vehicle (SPV) in the form of limited
company under Companies Act, 1956, registered in UP for the purpose of implementation of the project. The
Concession Agreement shall be signed between the SPV and ADA. In case, the successful bidder is a single entity,
the Concession Agreement shall be signed between the Single Entity and ADA. No SPV shall be formed in case
Single Entity is the Successful Bidder.
5.7
The GoUP shall provide single window clearances for all necessary approvals within the state and shall
facilitate the Concessionaire in getting clearances and approvals from any agency from outside the state.
Page 17
INFORMATION AND INSTRUCTION TO BIDDERS

6.1 Scope of Application
6.1.1
ABUP wishes to receive Applications from experienced and capable Bidders for proposal in respect of the
Project(s)..
6.2 Eligible Bidders

6.2.1
The Bidder may be a single company or a group of maximum 4 companies (hereinafter referred to as
Consortium), coming together to implement the Project. The term Bidder used hereinafter would therefore
apply to both a single entity and/or a Consortium.
6.2.2
The Bidder should submit a Power of Attorney as per the format enclosed at Appendix 1A, authorizing
the signatory of the Application to commit the Bidder.
6.2.3
Applications submitted by a Consortium should comply with the following additional requirements:
a. Number of members in a consortium would be limited to maximum of 4;

b. The Application should contain the information required for each member of the Consortium
c.
The purchaser of the RFQ CUM RFP document must be the Bidder itself or member of the consortium
submitting the application.
d. An individual Bidder cannot at the same time be member of a Consortium applying for this Project. Further,
a member of a particular Consortium cannot be member of any other Consortium applying for this Project;
an undertaking towards this end needs to be submitted by all members.
e. Members of the Consortium shall nominate one member as the Lead Member. The nomination shall be
supported by a Power of Attorney as per the format enclosed at Appendix 1B
f.
Members of the Consortium shall enter into a Memorandum of Understanding (MOU) as per the format
enclosed at Appendix 10 and duly notarized for the purpose of making the Application and submitting a
Proposal. The MOU shall, inter alia:
i. Convey the intent to form a Special Purpose Vehicle with shareholding commitment(s) as stipulated in this
document, which would enter into the Concession Agreements and subsequently carry out all the
responsibilities as Concessionaire in terms of the Concession Agreement, in case the Concession to
undertake the Project is awarded to the Bidder.
ii. Clearly outline the proposed roles and responsibilities of each member in case of Consortium at each
stage,
iii. Commit the minimum equity stake as stipulated, and
iv. include a statement to the effect that all members of the Consortium shall be liable jointly severally for the
execution of the Project in accordance with the terms of the Concession Agreement
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g. In case of consortium, the Lead Member shall hold at least 51% share in the shareholding.
h. The other members of the consortium shall hold a minimum of 11% share each in the shareholding.
6.2.4
Notwithstanding anything stated elsewhere in this document, ABUP shall have the right to seek updated
information from the Bidders to ensure their continued eligibility. Bidders shall provide evidence of their
continued eligibility in a manner that is satisfactory to ABUP. Bidder may be disqualified if it is determined
by the ABUP, at any stage of the process, that the Bidder will be unable to fulfill the requirements of the
Project or fails to continue to satisfy the Eligibility Criteria. Supplementary information or documentations
may be sought from Bidders at any time and must so be provided within a reasonable time frame as
stipulated by ABUP.
6.2.5
Any entity which has been barred or disqualified either by GOI or GOUP or their Departments or agencies
from participating in projects (BOT or otherwise) and such disqualification subsists as on the Application
date, would not be eligible to submit an Application, either individually or as member of a Consortium.
Bidder to submit an affidavit to this effect.
6.3 Changes in Consortium Composition

After shortlisting, change in the composition of the Consortium (except lead member) will be subject to approval of
ABUP but applications to change the consortium should reach Awas Bandhu at least 10 days before the last date for
submission of RFQ cum RFP. Conditions for such approval will be provided in the RFQ CUM RFP document.
6.4 Number of Applications

Each Bidder shall submit only one (1) Application in response to this RFQ cum RFP. Any Bidder, which submits or
participates in more than one Application will be disqualified and will also cause the disqualification of the
Consortiums / Bidder of which it is a member as the case may be.
6.5 Application Preparation Cost

The Bidder shall be responsible for all of the costs associated with the preparation of its Application and its
participation in the Selection process. ABUP will not be responsible or in any way liable for such costs, regardless of
the conduct or outcome of the qualification process.
6.6 Project Inspection and Site Visit

6.6.1 It is desirable that each Bidder submits its Application after inspecting the sites; and ascertaining for itself
the location, surroundings, access, transport, right of way or any other matter considered relevant by it.
6.6.2 Site visit may be facilitated by ABUP. A prospective Bidder may notify ABUP in writing 3 days prior to
planned visit. ABUP would endeavor to facilitate the site visit depending upon the availability of the
concerned officials.
6.6.3 It would be deemed that by submitting the Application, Bidder has:
(a) Made a complete and careful examination of the RFQ CUM RFP and
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(b) Received all relevant information requested from ABUP.

6.6.4 ABUP shall not be liable for any mistake or error on the part of the Bidder in respect of the above.
6.7 Right to Accept or Reject any or all Applications

6.7.1
Notwithstanding anything contained in this RFQ cum RFP, ABUP reserves the right to accept or reject
any Application and to annul the bidding process and reject all Applications / Proposals, at any time
without any liability or any obligation for such acceptance, rejection or annulment, without assigning any
reasons.
6.7.2
ABUP reserves the right to reject any Application if:
(a) At any time, a material misrepresentation is made or uncovered, or

(b) The bidder does not respond promptly and thoroughly to requests for supplemental information required for the
evaluation of the Application.
Such misrepresentation / improper response would lead to the disqualification of the Bidder. If the Bidder is a
Consortium, then the entire Consortium would be disqualified / rejected.
6.8 Contents of RFQ cum RFP Document

The RFQ cum RFP Document comprises the contents as given in the Table of Contents and would additionally
include any Addenda issued in accordance with the provisions of this Document.
6.9 Clarifications
Interested parties may address their queries relating to the RFQ cum RFP Document by email only at
awasbandhu@gmail.com with a mandatory copy to consultants at projectcoordinator.upawas@gmail.com. The
queries should reach the above latest by 1700 hrs on 25.06.2009.
ABUP would endeavor to respond to the queries by the date mentioned in the Schedule of Bidding Process. The
responses will be sent by fax/ email.
6.10 Amendment of RFQ cum RFP

6.10.1
At any time prior to the deadline for submission of Application, ABUP may, for any reason,
whether at its own initiative or in response to clarifications requested by any Bidder, modify the
RFQ cum RFP Document by the issuance of an Addendum.
6.10.2 Any Addendum thus issued will be sent in writing to all those who have purchased the RFQ cum
RFP Document and shall also be uploaded on www.awas.up.nic.in
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6.11 Language
The Application and all related correspondence and documents should be written in the English language.
Supporting documents and printed literature furnished by Bidder with the Application may be in any other language
provided that they are accompanied by appropriate translations of the pertinent passages in the English language
duly certified appropriately. Supporting materials, which are not translated into English, may not be considered. For
the purpose of interpretation and evaluation of the Application, the English language translation shall prevail.
6.12 Currency
The currency for the purpose of the Application shall be the Indian Rupee (INR). The conversion to Indian Rupees
shall be clearly indicated in the Appendix 4. In all such cases, the original figures in the relevant foreign currency and
the INR equivalent thereof must be given. The exchange rate(s) applied shall be clearly stated. The conversion to
Indian Rupees shall be based on the closing exchange rate published by the Reserve Bank of India as on 31st
December 2008. ABUP reserves the right to use any other suitable exchange rate for the purposes of uniform
evaluation for all Bidders.
6.13 Validity of Application

Applications shall remain valid for a period not less than 180 days from the Application Due Date. ABUP reserves the
right to reject any Application, which does not meet this requirement.
6.14 Format and Signing of Application

6.14.1 The Bidder would provide all the information as per this RFQ cum RFP Document. ABUP would
evaluate only those Applications that are received in the required format and are complete in all
respects.
6.14.2 The Bidder shall prepare one original of the documents comprising the Application and clearly
marked "ORIGINAL". In addition, the Bidder shall make two copies of the Application, clearly
marked "COPY". In the event of any discrepancy between the original and the copies, the original
shall prevail.
6.14.3 The Application and its copies shall be typed or written in indelible ink and each page shall be
initialled and stamped by the Bidder. All the alterations, omissions, additions, or any other
amendments made to the Application shall be initialled by the person(s) signing the Application.
6.15 Sealing and Marking of Applications

6.15.1The First Envelop should be marked as Envelop A (original and copy) and shall contain:
a) Power of Attorney for the signing authority as per the format enclosed at Appendix 1A,
b) Power of Attorney for the Lead member of the consortium as per the format enclosed at Appendix
1B, in case of Consortium;
c) Bidder details (Appendix 2)
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d) Application in the prescribed format (Appendix 3) along with supporting documents;

e) Completed Format for Experience as in Appendix 4 (BRS 1 to 2), along with supporting
documents.
f)
Completed Format for Financial Capability Evaluation as in Appendix 5 (BRS3 &4) and Appendix
7, along with supporting documents.
g) Format of Anti collusion certificate as in Appendix 8.

h) Format of Project Undertaking as in Appendix 9A.
i)
In case of a Consortium, an undertaking from each member of Consortium certifying that it is an

exclusive member of that particular consortium alone and not a member of any other consortium
nor an independent Bidder, bidding for this project and has submitted only one (1) Application in
response to this RFQ CUM RFP. (Appendix 9B)
j)
MOU in case of a Consortium (Appendix 10);
k) Earnest Money Deposit

l) Letter of Undertaking for the success fee of 1% of the Project Cost net of taxes, and Consultancy
Fees as per Appendix-12
m) Letter of Acceptance as per Appendix-13
n) Letter of Commitment as per Appendix-14
o) Documentary evidence, if applicable, relating to experience of group companies/associates as per
clause 8.1.2.
6.15.2 The second Envelop should be marked as Envelop B and shall include:
Financial Proposal as per Appendix-15.
Please note that Awas Bandhu, UP retains the right to ask for any further information/ clarification during the Bid
Process.
6.15.3 The Bidder shall also enclose in a separate envelope, enclosed in the outer envelope, a demand draft for
Rs 25,000/- (Rupees Twenty Five Thousand Only), through account payee Demand Draft in favour of
Awas Bandhu payable at Lucknow on any scheduled bank towards non refundable Document Fee.
Application unaccompanied by this demand draft will not be considered for evaluation and short-listing.
6.16 Submission of Bid

Both the Envelopes A and B shall be put together in one envelope and be sealed properly. The Bidder shall seal the original
and copy duly marking the envelopes as "ORIGINAL" and "COPY" the envelopes shall then be sealed in an outer
envelope super scribing RFQ cum RFP for DEVELOPMENT OF MULTI-SPECIALTY HOSPITAL AT
SHASTRIPURAM IN AGRA, UTTAR PRADESH and also the name(s) of bidder/consortium
The envelope shall be addressed to:
Page 22

Ist Floor, Janpath Market, Lucknow-226001 India
Tel: 0522-2237161 Fax:0522-2612098,
E-Mail: awasbandhu@gmail.com, Web: awas.up.nic.in
6.15.5
If the envelope is not sealed and marked as instructed above, ABUP assumes no responsibility for the
misplacement or premature opening of the contents of the Application submitted.
6.17 Application Due Date

Applications should be submitted before 1300 hours IST on the Application Due Date mentioned in the Schedule of
Bidding Process, at the address provided above in the manner and form as detailed in this RFQ cum RFP.
Applications submitted by either facsimile transmission, telex or e-mail will not be considered for evaluation and short
listing. However ABUP reserves the right to extend the Application Due Date and Time, at any time prior to opening
of RFQ cum RFP Applications; in such cases the applications received prior to such extension shall not be opened.
Further if the RFQ cum RFP document is materially modified along/during such extended period, the RFQ cum RFP
application received prior to extension shall be returned to the applicants and appropriate time shall be allowed for
resubmission of the Applications.
6.18 Late Applications

Applications received after the Application Due Date shall not be considered,
6.19 Modifications/ Substitution/ Withdrawal of Proposals

The Bidder may modify, substitute or withdraw its Proposal after submission, provided that written notice of the
modification, substitution or withdrawal is received by ABUP before the Proposal Due Date and time. No Proposal
shall be modified or substituted or withdrawn by the Bidder after the Proposal Due Date and time
6.20 Evaluation of Application - Due Date

ABUP would open the Applications after 1400 hours 1ST on the Application Due Date mentioned in the Schedule of
Bidding Process, for the purpose of evaluation.
6.21 Evaluation of Application - Criteria

ABUP would subsequently examine and evaluate Applications in Accordance with the criteria set out in Section 8.
6.22 Evaluation of Application - Supporting Documents

ABUP reserves the right to call for supporting documentation to verify the data provided by Bidders, at any time
during the bidding process. The Bidder in such cases would need to provide the requested clarification / documents
Page 23
promptly and within the stipulated time failing which the Bidder is liable to be disqualified at any stage of the bidding
process.
6.23 Evaluation of Application - Right to Reject

ABUP reserves the right to reject any Application if:
(a) At any time, a material misrepresentation is made or uncovered; or
(b) The Bidder does not respond promptly and thoroughly to requests for supplemental information required for the
evaluation of the Application.
6.24 Confidentiality
Information relating to the examination, clarification, evaluation, and recommendation for the short-listed Bidders
shall not be disclosed to any person not officially concerned with the process. ABUP will treat all information
submitted as part of Application in confidence and would require all those who have access to such material to treat
the same in confidence. ABUP will not divulge any such information unless it is ordered to do so by any authority that
has the power under law to require its disclosure.
6.25 Tests of responsiveness

6.25.1 Prior to evaluation of Applications, ABUP will determine whether each Application is responsive to the
requirements of the RFQ cum RFP. An Application shall be considered responsive if the Application:
a) is received by the Application Due Date (Clause 2.16) including any extension thereof pursuant to
Clause 2.17
b) is accompanied by MOU in case of a Consortium ( Appendix 10), if applicable, duly supported by
Board resolution and charter documents
c) Contains information required as per Appendix 3, 4(BRS 1 to2), 5(BRS 3 to 4) and 7.
d) It is accompanied by Bid Document Fee of Rs. 25,000/e) It is accompanied by a valid Earnest Money Deposit ;
f) Letter of Undertaking for the Success fee of 1% of project cost (net of taxes) to the consultants and
Consultancy Fees as per Exhibit 10.
g) Letter of Acceptance as per Appendix-13
h) Letter of Commitment as per Appendix-14
i) Contains all the documents which were to be submitted as per the provisions of Section 6.15 of this
Document.
ABUP reserves the right to reject any Application which is non-responsive and no request for alteration, modification,
substitution or withdrawal shall be entertained by ABUP in respect of such Applications.
6.26 Clarifications
To facilitate evaluation of Applications, ABUP may at its sole discretion, seek clarifications in writing from any Bidder
regarding its Application.
Page 24
6.27 Qualification and Notification

After the evaluation of Applications, ABUP would announce a list of successful Bidders (Bidders) who meet
the Qualification Criteria. At the same time, ABUP would notify the other Bidders that their Applications
have been unsuccessful.
6.28 RFQ CUM RFP Documents

RFQ CUM RFP Documents contain the following:
Volume I
Instruction to Bidders
Volume II
Draft Concession Agreement, Technical Schedule
TEFR is available with the above documents for the reference of the bidder. However the bidder has to conduct his
own feasibility before submitting the bids.
6.29 Fees of the Consultants

SREI Infrastructure Finance Ltd in consortium with DHV India Pvt. Ltd. has been appointed as a Consultant to assist
Awas Bandhu, UP in handling the bid process management for the selection of the Successful bidder.
The Success Fee of 1% of the project cost exclusive of taxes at applicable rates has been agreed by Awas Bandhu
UP, to be paid to SREI Infrastructure Finance Ltd. for providing the above mentioned advisory services. The Success
Fee shall be net of all taxes (1% of Project Cost is net of all taxes).
Every bidder shall therefore submit along with the Proposal, an undertaking as per Appendix-12 for the Success
Fees of the Consultants (calculated at the rate of 1% of the project cost as mentioned in Section 5.3 of this RFQ cum
RFP document, plus taxes as applicable) and the Consultancy fees of Rs. 1, 00,000/- (Rupees One Lakh only) to be
reimbursed to Awas Bandhu, UP.
This success fee shall be paid in the form of a Demand Draft issued by a Bank in favour of SREI Infrastructure
Finance Ltd. Such a Demand Draft shall be extendable for a further period of 6 months by replacing it with a fresh
Demand Draft after 5 months of its issue if required and asked by Awas Bandhu, UP due to delay in signing of
Concession Agreement or otherwise beyond a period of 5 months from the date of issue of the said Demand Draft.
The Success Fee in the form of Demand Draft shall be handed over to Awas Bandhu, UP by the Successful Bidder
before the signing of the Concession Agreement. The successful bidder shall pay and deposit the amount of
withholding or other taxes to the credit of the relevant tax authorities and issue a certificate of deduction and payment
to SREI Infrastructure Finance Ltd.
Page 25
The Consultancy Fee of Rs. 1, 00,000/- (Rupees One Lakh only) paid by Awas Bandhu,UP to the Consultants will be
reimbursed by the bidder to Awas Bandhu, UP within 2 weeks of signing the concession agreement between ADA
and Bidder, on receipt of invoice from Awas Bandhu, UP.
7.1
General Provisions
7.1.1
Non-Discriminatory and Transparent Bidding Proceedings
Awas Bandhu, UP shall ensure that the rules for the Bid Process for the Project are applied in a non-discriminatory,
transparent and objective manner. Awas Bandhu, UP shall not provide to any Bidder, information with regard to the
Project or the Bidding Process, which may have the effect of restricting competition.
7.1.2
Prohibition against Collusion with other Bidder
Each Bidder shall warrant by its Bid that the contents of its Bid have been arrived at independently. Any Bid which
has been arrived at through consultation, collusion, or understanding with any other prospective Bidder for the
purpose of restricting competition shall be deemed to be invalid and the Bidder shall lose its Earnest Money Deposit.
The anti-collusion certificate submitted at the time of submission of RFQ CUM RFP shall be applicable.
7.1.3
Inducements
Any effort by a Bidder to influence processing of Bids or award decision by Awas Bandhu, UP or any officer, agent or
Advisor thereof may result in the rejection of such Bidders Bid. In such a rejection of Bid, the Bidder shall lose its
Earnest Money Deposit.
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7.2
Confidentiality
7.2.1 Awas Bandhu, UP shall treat all Bids and other documents, information and solutions submitted by Bidders as
confidential, and shall take all reasonable precautions that all those who have access to such material, treat
this in confidence. Awas Bandhu, UP will not divulge any such information unless it is ordered to do so by any
authority, which has the power to require its release.
7.2.2 Each Bidder shall, whether or not it submits a Bid, treat the RFQ CUM RFP Documents and other documents,
information and solutions provided by Awas Bandhu, UP in connection with the Project or the bidding
proceedings as confidential for a period of five (5) years from the issuance of the RFQ CUM RFP Documents.
During this period, the Bidder shall not disclose or utilize any such documents, information without the written
approval of Awas Bandhu, UP or as required by law or any governmental authority.
7.2.3 A was Bandhu, UP shall have the right to release the Bid information provided by the Bidders to its Advisors
for the purpose of Bid evaluation and negotiations. Each Bidder shall have the right to release these RFQ
CUM RFP Documents and other Documents to its advisors and to financial institutions for the purpose of Bid
preparation, negotiations and financing. Both Awas Bandhu, UP and the Bidder shall ensure that their
Advisors and/ or financial institutions treat this information in confidence.
7.2.4 Any information relating to examination, clarification, evaluation and comparison of bids and recommendations
for the award of a contract shall not be disclosed to Bidders or any other person not officially concerned with
the Bid Process until the award to the Successful Bidder has been communicated, except of reasons of public
transparency.
7.3
Communication between Bidders and Awas Bandhu, UP
All communication, unless specified otherwise, on these RFQ CUM RFP Documents to Awas Bandhu, UP shall be
addressed to:
Tel: 0522-2237161 Fax:0522-2612098,
E-Mail: awasbandhu@gmail.com
Web: http://awas.up.nic.in
Page 27
All communication to the Bidder shall be sent to the Authorised Representative & Signatory at the addresses
mentioned in the covering letters to this RFQ CUM RFP, unless Awas Bandhu, UP is advised otherwise.
7.4
Interpretation of Documents
Awas Bandhu, UP will have the sole discretion in relation to:

The interpretation of this RFP, the Proposals and any documentation provided in support of the Proposals;
and
All decisions in relation to the evaluation and ranking of Proposals, whether or not to request for any
clarifications or additional information from Bidder in relation to its Proposal and the selection of the
Successful Bidder.
Awas Bandhu, UP will have no obligation to explain its interpretation of this RFQ CUM RFP, the Proposals
or their supporting documentation and information or to explain the evaluation process, ranking process or
the selection of the Successful Bidder.
7.5
Pre-Bid Conference
Deleted
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7.6
Enquiries concerning the RFQ cum RFP / Draft Concession Agreement
7.6.1
UP encourages a careful review of these RFQ CUM RFP Documents and preparation of the
observations/ comments by the Bidder. The Bidder should send their comments in writing to Awas
Bandhu
7.6.2
Awas Bandhu, UP at its discretion, may respond to inquiries submitted by any Bidder.. Such a response
will be sent in writing to all the Bidders and will qualify as an Addendum.
7.6.3
All inquiries should be submitted to the Awas Bandhu, UP in writing by e-mail to

awasbandhu@gmail.com with a copy marked to projectcoordinator.upawas@gmail.com
7.6.4
No interpretation, revision or other communication regarding this solicitation is valid unless in writing and
is signed by an officer so designated by the Executive Director of Awas Bandhu, UP. Written copies of
Awas Bandhu, UP responses, including a description of the inquiry but without identifying its source, will
be sent to all the Bidder(s) and will qualify as an Addendum
7.7
7.7.1
On its own initiative or on the basis of the Pre-Bid Conference and any further discussions with any/ all
Bidder(s), Awas Bandhu, UP may at its own discretion make changes in the technical/commercial
parameters for the Project, which would be common for all the Bidders. Such changes in the technical /
commercial parameters of the Project will qualify as an Addendum.
7.7.2
The Addendum will be posted on the website of Awas Bandhu, UP http://awas.up.nic.in and will be
binding on the bidders. Each such Addendum shall become part of the RFQ CUM RFP Documents.
7.7.3
In order to offer prospective Bidders a reasonable time to take into account an Addendum while
preparing their Proposals, or for any other reason, Awas Bandhu, UP may, at its discretion, extend the
Proposal Due Date.
7.8
Submission of Bids
7.8.1
Document Fee
The Bidder shall submit Document Fee of Rs. 25,000/- (Rupees Twenty Five Thousand only) along with the
Proposal.
The Bid Document Fee shall be in the form of a Demand Draft in favour of Awas Bandhu, UP, payable at
Lucknow.
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7.9
The Bid Document Fee is non-refundable.

Bids not accompanied by Bid Document Fee shall be rejected.
Bid Opening
All Bids received by Awas Bandhu, UP will remain sealed and unopened in Awas Bandhu, UPs possession
until the Proposal Due Date. Awas Bandhu, UP shall open all Bids, received on or prior to the Proposal Due
Date mentioned under Schedule of Selection Process or on any date as extended by Awas Bandhu, UP and
communicated to the bidders. The Bids shall be opened in the presence of Bidders representatives, who
choose to attend. Bidders representatives attending the Bid Opening shall register to evidence their
presence.
The following information will be announced at the Bid Opening and recorded:
Bidders names
Names of Consortium Members
After the Bid Opening, information relating to the examination, clarification and evaluation of Bids and
recommendations concerning the Bid Award shall not be disclosed.
7.10 Earnest Money Deposit
The Bidder shall submit an Earnest Money Deposit (EMD) for an amount of Rs.1,00,56,000/- (Rs. One crore
and fifty six Lacs only) along with its Proposal.
The Earnest Money Deposit shall be in the form of a Bank Guarantee in favour of Awas Bandhu, UP,
payable at Lucknow.
The EMD shall be valid for a minimum period of 90 days more than Bid Validity Period. Upon any extension
of the Bid Validity Period, the validity of the EMD shall be extended by the corresponding period.
Awas Bandhu, UP shall have the right to reject the Proposal, which does not include the Earnest Money
Deposit as non-responsive.
The EMD of Unsuccessful Bidders, except the second successful bidder will be returned within a period of
ten (10) days from the date of acceptance of Letter of Intent by the Successful Bidder. However, the EMD of
second successful bidder shall be returned on signing of the concession agreement by the successful
bidder.
The EMD of the Successful Bidder shall be returned on submission of Performance Security by the
Successful Bidder to the Concessioning Authority as per Section 6.24 of this RFQ CUM RFP Document.
Page 30
In addition to the above, Awas Bandhu, UP will promptly release EMD of all the Bidders in the event Awas
Bandhu, UP decides to terminate the Bidding Process.
The EMD shall be forfeited by Awas Bandhu, UP, in any of the following case:
The Bidder withdraws his bid after the Proposal Due Date
Successful Bidder fails to accept Letter of Intent
Successful Bidder fails to submit the Performance Security or
As per the provisions of Draft Concession Agreement
7.11 Performance Security

The Successful Bidder shall for due and faithful performance of its obligations during the Project completion, provide
to ADA a performance security of Rs. 5,02,80,000/- (Rupees Five crores two lacs and eighty thousand only) in the
form of Bank Guarantee (in the format prescribed in the RFQ CUM RFP) from SBI or any Nationalised Bank or Indian
Scheduled Commercial Bank whose networth is not less than Rs. 1000 crores as on 31st March 2008 as per Section
4.
The performance security shall be provided within 15 days of issue of Letter of Award by ADA. The Performance
Security shall be released to the Successful Bidder as per provisions of the Draft Concession Agreement as follow:
25% of the Performance Security in the form of bank guarantee shall be released to the Concessionaire on the
issuance of Construction Completion Certificate by the Concessioning Authority. The next 25% of the Performance
Security in the form of bank guarantee shall be released to the Concessionaire on the start of Commercial operation
of all the 300 beds. The balance 50% of the Performance Security in the form of bank guarantee shall remain in force
and effect beyond the period of six months from the date of expiry of the Concession period. It shall be duly
discharged and released to the Concessionaire beyond the period of six months from the date of the expiry of lease
period Concession period and transfer of the Multi specialty hospital to ADA.
The performance security in the form of bank guarantee shall be renewed every year beyond the period of six
months from the date of the expiry of the Concession Period by the Concessionaire. If the Agreement is terminated
due to any event other than a Concessionaire Event of Default, the Performance Security shall, subject to the
Concessioning Authoritys right to receive or recover amounts, if any, due from the Concessionaire under this
Agreement, be duly discharged and released to the Concessionaire.
Upon occurrence of a Concessionaire Default, the Concessioning Authority shall, without prejudice to its other rights
and remedies hereunder or in law, be entitled to invoke and appropriate the relevant amounts from the Performance
Security as Damages for such Concessionaire Default. Upon such invocation and appropriation from the
Page 31
Performance Security, the Concessionaire shall, within 15 (fifteen) days thereof, replenish, in case of partial
appropriation, the Performance Security to its original level, and in case of appropriation of the entire Performance
Security provide a fresh Performance Security, as the case may be, and the Concessionaire shall, within the time so
granted, replenish or furnish fresh Performance Security as aforesaid failing which the Concessioning Authority shall
be entitled to terminate this Agreement in accordance with Article 13 of the Concession Agreement.
In case the successful bidder fails to furnish the Performance Security within the stipulated time as mentioned herein,
the LOA shall stand void and LOI may be issued to the second successful bidder.
7.12 Sources of Funds

The responsibility to raise funds for the Project would rest with the Successful Bidder.
Page 32
DESCRIPTION OF THE SELECTION PROCESS
8.1
CRITERIA FOR EVALUATION
8.1.1 Evaluation Parameters

The Bidder's competence and capability is proposed to be established by the following parameters:
(a) Technical Experience
(b) Financial capability factor, in terms of:
i. Turn over
ii. Net worth
iii. Operating profits
8.1.2 On each of these parameters, the Bidder would be required to meet the evaluation criteria as detailed in this
Section . Bidders meeting all the criteria only will be qualified for further evaluation of the Proposal.
8.1.2 Eligible Experience
Technical Experience
For the purpose of this RFQ cum RFP, the applicant which could be single entity or the consortium shall be evaluated
on the following:
(i)
(ii)
Development or construction of core infrastructure projects (either individually or as a consortium

member)
Development or construction of similar Infrastructure projects ( either individually or as a
consortium member) each having a minimum project cost of Rupees 10 crores
Eligible project:
a) Projects awarded/awarded and under execution/completed during the last seven financial years, not
before 31st March 2001, shall only be considered.
b) Only eligible projects should be considered for category (i) above for estimation of the technical
experience. An eligible project would have minimum project cost of at least Rupees 13.00 crores. For
such category (i) evaluation, core infrastructure projects would mean national highways and
expressway, airports, refineries and pipelines thereof, railways, ports, power, telecom, industrial parks,
SEZs, Group Housing and Integrated/Hi-tech Township.
(c)More weightage will be given to experience of similar kind of infrastructure projects than to experience of
infrastructure projects. Similar infrastructure sector shall mean Hospitals and Medical Institutions of 100 or
more beds.
(d) Experience as a consortium member will be considered in proportion to the equity holding in the project
at the time of execution /construction of the Project.
Documentary evidence in the form of a CA certificate (Appendix 4) must be submitted along with the proposal:
Page 33
a) a certificate from the appropriate authorities of respective clients should be submitted in support of the
above in case of completed projects.
b) Relevant pages of the Contract Agreement in projects which are awarded and under execution as per
clause 8.1.2 (a). Relevant pages shall mean the Preamble of this CA detailing the Parties and the last
pages detailing the signatories.
c) A copy of the Work Order/Letter of Award in cases where the work has been awarded within three
months before the RFQ CUM RFP application due date.
8.1.3 Details of Experience
The Bidder should furnish details of technical experience as on the date of submission of RFQ cum RFP as per
Appendix 4, Bid Response Sheet No. 1.
The Bidder must provide the necessary project specific information as per Appendix 4, Bid Response Sheet No. 2.
8.1.4
Financial Capability
The financial capability of the bidder / consortium will be evaluated on the basis of
(a) Turnover
(b) Net Worth and
(c) Operating profits
The Bidders should provide information regarding the above based on audited annual accounts.
The Application must be accompanied by the audited Balance Sheet and Profit and Loss Account of the Bidder (of
each member in case of a consortium) as per Appendix 5 for the last five (5) Financial Years not prior to 2002-03.
8.1.5 Evaluation Criteria for Financial Capability
For the purpose of Qualification, the applicant a single entity or a consortium should demonstrate the
Threshold Financial Capability measured on the following criteria:
1.
2.
3.
4.
Minimum Turnover of Rs. 34 crores in each of the last three financial years not earlier than 2004-05
Minimum Net worth of Rs. 20 Crores as on 31st March 2008 as certified by Chartered Accountant.
Minimum Average Operating profits of Rs 10 crores for 3 out of last 5 years not prior to 2002-03
Single entity bidder and all members of the consortium, if applicable, should be profit-making concerns for
the last 3 yrs not prior to 2004-05.
8.1.6 Special Conditions for a Consortium

In case the Bidder is a Consortium, turnover, net worth and operating profits would be taken as an
arithmetic sum of net worth, turnover and operating profits of each member of the Consortium, calculated
in the ratio of their stake in the consortium/JV. The Consortium would be required to meet the threshold
criteria on the basis of aggregate figures subject to provisions of this Clause .
Page 34
8.1.7 Evaluation methodology

The technical and financial capacity of the bidder will be evaluated as per following:
S.No
1.
1a.
Criteria
Technical criteria
Core infrastructure
Marks
65%
30 marks
1b.
Similar infrastructure
35 marks
2
2a.
Financial criteria
Networth
35%
15 marks
2b.
Turnover
10 marks
2c.
Average Operating
profits
10 marks
Marking System
Number of eligible 3 marks for initial
projects 15 marks
project and 1.5 marks
for every addl project.
Cumulative cost- 15 1.5 marks for initial Rs
marks
13 crores and 0.75
marks for every addl.
comleted Rs. 13 crs.
or 0.50 marks for
every other addl. Rs.
13 crs.
Number of eligible 4 marks for initial
projects 20 marks
project and 2 marks
for every addl project.
Cumulative cost- 15 3 marks for initial Rs
marks
10 crores and 2 marks
for every completed
addl Rs. 10 crs or 1.5
marks for every other
addl. Rs. 10 crs.
10 marks for the initial
Rs 20 crores and 5
marks for addl Rs. 20
crs
Rs 34crores and 3
marks for addl Rs 34
crs
Rs 10 crores and 3
marks for addl Rs. 10
crs
8.1.8 For evaluation of technical experience as per clause 3.2.1 and of financial capability as per clause 3.5, the
financial and technical capabilities of the group companies/associates shall also be considered (for Projects
costing Rs.300.00 cr or more). For these purposes group companies/associates shall mean the following
For the purposes hereof, associate means, in relation to the applicant/consortium member a person who
controls and is controlled by or is under the common control with such applicant/consortium member. As
used in this definition, the expression control means, with respect to a person, which is company or
corporation, the ownership, directly or indirectly of more than 50% of the voting shares of such person, and
Page 35
with respect to a person which is not a company or corporation, the power to direct the management and
policies of such a person, whether by operation of law or by contract or otherwise.
3.7.2.1 In case the RFQ CUM RFP applicant claims the technical and/or financial capacity of its group
companies/associates, the applicant shall necessarily submit documentary evidence in proof of such claims.
Such documentary evidence shall consist of CA certificates to support such capacity and also to establish
requisite Control relationship as defined in 3.7.2 above.
8.1.9 The scores for the technical and financial capacity evaluated as per clause 3.7.1 shall be added to arrive at
combined score of each applicant against maximum total marks of 100. Applicants scoring 50% or more in
the combined scores shall be eligible for opening of the financial proposal.
8.2
Evaluation of Financial Proposal (Assessment of Envelope B)
Financial Proposal of the Bidders only who have secured 50 % or more marks (Clause 8.1.7) on the evaluation of
envelop A would be evaluated. The evaluation criteria for assessment of the Financial Proposals are described in
Section 10 of this RFQ cum RFP. In case of ambiguity between the amount in words and figures the former shall
prevail.
Page 36
RULES REGULATING THE CONSORTIUM
The objective of this stage is to outline the Rules regarding the Consortium. The Envelope A shall contain the
information in respect of the Bidder/Consortium as per Clause 6.15 of this RFQ CUM RFP document. Following are
the rules which shall guide the operation of the Consortium:
9.1 Consortium of Bidders

9.1.1
Rules Regulating the Participation of a Consortium of Companies
Awas Bandhu, UP may also consider a bid submitted by a consortium of companies subject to the following
conditions:
1.
The Consortium Members should not exceed four.
2.
The foreign construction company / Developer may apply directly for the project or in association
with Indian Partner subject to the prevailing GoI, FDI and Indian Laws.
3.
The members of the Consortium must form a Special Purpose Vehicle (SPV) and submit an MoU
to that extent as per Clause 6.2.3 (f) below.
4.
The commercial arrangements and roles and responsibilities between the consortium partners
should be specified in Memorandum of Understanding and duly executed copy of MOU should be
submitted along with the proposal. The MOU to be entered into between the Consortium Members
as per Appendix 10 of this RFQ CUM RFP Document shall reflect the above.
5.
The members of the consortium shall designate among themselves one member as Lead
Consortium Member.
6.
Lead Consortium Member shall hold a minimum of 51% equity in the SPV and each of the other
Consortium Member shall hold a minimum of 11% in the SPV.
7.
The Members of the Consortium shall execute Power of Attorney as per the format enclosed in
Appendix 1B of RFQ cum RFQ CUM RFP Document.
8.
A bidder who has applied for a project in its individual capacity or as a part of a consortium cannot
participate as a Member of any other Consortium applying for this Project.
9.1.2
Change in Composition of Consortium
There should be no change in the consortium structure after the submission of bid. If there are any changes in the
consortium structure by any bidder, Awas Bandhu, UP reserves the right not to consider the change in the
consortium and to reject such a bid.
No change in Consortium Members shall be allowed till the completion of the project or a minimum of 5 years ( which
ever is later). However, the Lead Consortium Member shall not be allowed to be changed over the entire Concession
Page 37
Period and shall continue to hold 51% stake in the consortium till the start of Commercial Operations of all 300 beds.
The Lead Consortium member shall be allowed to dilute the stake after the commercial operations date with the
approval of the Concessioning Authority such that the stake of the Lead Consortium Member in the consortium shall
not fall below 26% at any time till the end of the Concession Period.
9.1.3
Other Conditions in Respect of Consortium
Each Consortium Member shall have a minimum of 11% stake in the SPV formed. None of the Consortium Member
shall be allowed to dilute its stake till the completion of the project or a minimum of 3 years (whichever is later).
Lead Consortium Member shall invest minimum 51% of the equity towards the project. Lead Consortium Member
shall not be allowed to dilute its stake to a level below 51% till the start of Commercial Operations of all the 300 beds
The Lead Consortium Member shall be allowed to dilute the stake after the commercial operations date with the
approval of the Concessioning Authority such that the stake of the Lead Consortium Member in the consortium shall
not fall below 26% at any time till the end of the Concession Period.
Any change in Consortium members may be allowed only if equal or better replacement is there. However, any
change in consortium shall be at the discretion of the Concessioning Authority.
The Concessionaire may be allowed to novate the agreement after completion of three consecutive years of
commercial operations and realization of the full project land value ( at circle rates) by the Concessioning Authority.
The Concessionaire shall submit the details of the proposed novatee along with its other qualifications (financial and
technical capabilities) to the Concessioning Authorities for its due approval. Novatee, the Concessionaire and the
Concessioning Authority shall enter into a tripartite agreement. Concessioning Authority shall reserve the right to
reject any novation at any time. No further novation shall be permitted.
Page 38
10 METHODOLOGY & CRITERIA FOR EVALUATION OF FINANCIAL BID

(ENVELOP B)
10.1 Financial Proposal Evaluation
This part of the Request for Proposal provides information on the methodology that will be used to evaluate
the Financial Proposals received.
The Project will be awarded to such Eligible Bidder, which submits a responsive Bid and offers to enter into
a Draft Concession Agreement on the best financial terms with ADA.
These RFQ CUM RFP Documents stipulate the minimum qualification for the Project. These RFQ CUM
RFP Documents may be amended or technical and financial parameters of the Project may be changed by
Awas Bandhu, UP by issue of an Addendum. Such an Addendum will form part of these RFQ CUM RFP
Documents and would be common for all the Bidders. Bid Evaluation Committee reserves the right to reject
the Proposals, which do not conform to the provisions stipulated in the RFQ CUM RFP Documents.
Financial Proposal of only the Bidders who have achieve 50% or more marks after evaluation of Envelope
A, would be opened and evaluated. The Financial Proposals of the non-responsive Bidders would be
returned to the respective Bidders unopened.
Bid Evaluation Committee shall evaluate and submit its recommendations to the competent authority.
10.1.1 Responsiveness of Financial Proposal
BEC through Awas Bandhu, UP will open Envelope B of only who have achieved on 50% or more marks
after evaluation of Envelope A as per Section 8.1.7 of this document. Any bid containing caveats/ deviations
from RFQ cum RFP Documents is liable to be rejected by BEC/ Awas Bandhu, UP.
Bidders shall be ranked as per the percentage share of the total revenue earned to be given to the ADA
annually starting eleventh year (from the year of commercial operations of the first 150 beds) onwards till the
end of the concession period ( as quoted by them. The proposal of the bidder quoting the highest
percentage share of total revenue earned shall be considered as the proposal having highest financial
score. The proposal with highest financial score would be ranked first.
10.1.2 Determination of Preferred Bidder
Awas Bandhu, UP shall issue a Letter of Intent to the Successful Bidder after obtaining approval from the
Competent Authority which needs to be accepted within 7 days of issuance of Letter of Intent.
Page 39
ADA shall issue a Letter of Award (LOA) after getting the approval of the Board to the successful bidder
within 7 days of issuance of LOI by Awas Bandhu, UP.
The Successful Bidder shall enter into Concession Agreement with ADA for the implementation of the
project within 30 days of issuance of LOA.
The successful Bidder shall be required to give performance security before signing of the Concession
Agreement within 30 days of issue of Letter of Award. If the Successful Bidder fails in entering into contract
(Concession Agreement) as required without giving the required clarifications to the satisfaction of Awas
Bandhu UP, Awas Bandhu UP reserves the right to begin negotiations with the next highest ranked Bidder
and so on.
Awas Bandhu, UP also reserves the right to reject any Proposal if:
-
At any time, a material misrepresentation is made or uncovered, or
The Bidder does not respond promptly and thoroughly to the requests for supplementary
information required for evaluation of the Proposal.
The Proposal deviates from the commercial parameters of these RFQ CUM RFP Documents.
Page 40
APPENDICES
Page 41
APPENDIX 1A
FORMAT FOR POWER OF ATTORNEY FOR SIGNING PROPOSAL
(On a Stamp Paper of appropriate value)
POWER OF ATTORNEY
Know all men by these presents, we ____________ (name and address of the registered office) do hereby
constitute, appoint and authorize Mr./Ms. _____________________ (name and address of residence) who is
presently employed with us and holding the position of __________________ as our attorney, to do in our name and
on our behalf, all such acts, deeds and things necessary in connection with or incidental to our proposal for the [insert
name of project] on Design, Build, Finance, Operate and Transfer (DBFOT) basis in the state of Uttar Pradesh,
including signing and submission of all documents and providing information/ responses to Awas Bandhu, Uttar
Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh, (ABUP), representing us in all
matters before GOUP, and generally dealing with ABUP in all matters in connection with our proposal for the said
Project.
We hereby agree to ratify all such acts, deeds and things lawfully done by our said attorney pursuant to this Power of
Attorney and that all such acts, deeds and things lawfully done by our aforesaid attorney shall and shall always be
deemed to have been done by us.
For -----------------------(Signature)
(Name, Title and Address)
Accepted
________________ (Signature)
(Name, Title and Address of the Attorney)
Company seal & stamp
Notes:
1. To be executed by the sole Bidder or the Lead Member in case of a Consortium duly supported .by a Board Resolution
2.
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.
3.
Also, where required, the executants(s) should submit for verification the extract of the charter documents and documents such as a
resolution / power of attorney in favour of the Person executing this Power of Attorney for the delegation of power hereunder on behalf of
the Bidder.
Page 42
APPENDIX 1B
FORMAT FOR POWER OF ATTORNEY FOR LEAD MEMBER OF CONSORTIUM
(On a Stamp Paper of appropriate value)
POWER OF ATTORNEY
Whereas Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh., (ABUP) has
invited Proposals from interested parties for the [insert name of project] on Design, Build, Finance, Operate and Transfer (DBFOT)
basis ("the Project").
Whereas, the members of the Consortium are interested in bidding for the Project and implementing the Project in accordance
with the terms and conditions of the Bid Document and other connected documents in respect of the Project, and
Whereas, it is necessary under the Bid Document for the members of the Consortium to nominate one of them as the Lead
Member with all necessary power and authority to do for and on behalf of the Consortium, all such acts, deeds and things as
may be necessary in connection with or incidental to the Consortiums proposal for the Project.
NOW THIS POWER OF ATTORNEY WITNESSETH THAT:
We, M/s. _________________, and M/s. ________________ (the respective names and addresses of the registered office) do
hereby constitute, appoint and authorize M/s. __________________________ as the Lead Member of the Consortium and as
our attorney, to do on behalf of the Consortium, all or any of such acts, deeds or things as may be necessary in connection with
or incidental to the Consortiums proposal for the Project, including submission of application/ proposal, participating in
conferences, responding to queries, submission of information/ documents and generally to represent the Consortium in all its
dealings with Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh., (ABUP), or
any other Government Agency or any person, in connection with the Project until culmination of the process of bidding and
thereafter till the Concession Agreement is entered into with Awas Bandhu, Uttar Pradesh, Housing & Urban Planning
Department, Government Of Uttar Pradesh., (ABUP).
We hereby agree to ratify all such acts, deeds and things lawfully done by Lead Member as our said attorney pursuant to this
Power of Attorney and that all acts deeds and things lawfully done by our aforesaid attorney shall and shall always be deemed to
have been done by us/Consortium.
Dated this _______ Day of ________ 200_.

(Executants)
(To be executed by all the members of the Consortium)
Note:
1.
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.
2.
The executant(s) should submit for verification the extract of the charter documents and documents such as Board Resolution and
Power of Attorney in favour of the person executing this Power of Attorney in favour of the Lead Member.
Page 43
APPENDIX 2
DETAILS OF BIDDER
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 Company including details of its main lines of business and proposed roles
and responsibilities in this Project.
Name, Designation, Address and Phone Nos. of Authorized Signatory of the Bidder
(a) Name:
(b) Designation:
(c) Company:
(d) Address:
(e) Telephone No:
(f) E-mail Address:
(g) Fax No:
Details of individual (s) who will serve as the point of contact / communication for ABUP, within the
Company
(a) Name:
(b) Designation:
(c) Address:
(d) Telephone No.
(e) E-mail address:
(f) Fax No.
In case of Consortium:
(a)
(b)
The information above (1-4) should be provided for all the Members of the Consortium
Information regarding role of each Member should be provided as per table below:
1.1.1
1.1.2
Name of Member
1.1.3
Role of the Member*
1
2
Specify whether Lead Member, Associate Member

(Signature of Authorised Signatory)
Page 44
APPENDIX 3
FORMAT FOR LETTER OF APPLICATION
[On the Letter Head of the Bidder (in case of Single Bidder) or Lead Member (in case of a Consortium)]
Date: -----------The Executive Director,

[insert name of project] on Design, Build, Finance, Operate and Transfer (DBFOT) basis
Sir,
Being duly authorized to represent and act on behalf of _________________ (hereinafter referred to as "the Bidder"),
and having reviewed and fully understood all of the qualification requirements and information provided, the
undersigned hereby expresses its interest and apply for qualification for the [insert name of project].
We are enclosing our Proposal, in one Original and two Copies, with the details as per the requirements of the Bid
Document, for your evaluation.
The undersigned hereby also declares that the statements made and the information provided in the Proposal are
complete, true and correct in every detail.
We confirm that the application is valid for a period of 180 days from the due date of submission of application and
unconditional.
We hereby also confirm the following:
1.
2.
3.
4.
5.
The Proposal is being submitted by (name of the biding Company/Lead Consortium member) who is the
Bidding Company/the Lead Consortium Member of the Bidding Consortium Comprising (mention the names
of the entities who are the Consortium Members), in accordance with the conditions stipulated in the RFQ
CUM RFP.
As the Bidding Company/Lead Consortium Member (in case of a Bidding Consortium), we hereby confirm to
abide by the roles and responsibilities assigned to us as per the MoU between the Consortium Members
and as outlined in this RFQ CUM RFP.
We have examined in detail and have understood the terms and conditions stipulated in the RFQ CUM RFP
Document issued by Awas Bandhu, UP and in any subsequent communication sent by Awas Bandhu, UP.
We agree and undertake to abide by all these terms and conditions. Our Proposal is consistent with all the
requirements of submission as stated in the RFQ CUM RFP or in any of the subsequent communications
from Awas Bandhu, UP.
We confirm that there are no conditions in Envelope B: Financial Proposal.
The information submitted in our Proposal is complete, is strictly as per the requirements stipulated in the
RFQ CUM RFP, and is correct to the best of our knowledge and understanding. We would be solely
responsible for any errors or omissions in our Proposal.
Page 45
6.
7.
We confirm that we have studied the provisions of the relevant Indian laws and regulations required to
enable us to prepare this Financial Proposal and as required to Design, Build, Finance, Operate and
Transfer Multi-Specialty Hospital at Shastripuram in Agra, in the event that we are finally selected.
We confirm that all the terms and conditions of the Proposal are firm and valid for acceptance for a period of
120 days from the Proposal due date.
Our PAN number is ----------------Our TAN number is ----------------Thanking You,

Yours Sincerely,
For and on behalf of
: (name of the Bidding Company / Lead Consortium Member and the Company Seal)
Signature
: (Authorised Representative & Signatory)
Name of the Person
Designation
Page 46
APPENDIX 4
INFORMATION RELATED TO EXPERIENCE
GUIDELINES
1. Member Code : NA= Not Applicable in case of a single entity Bidder, LM =Lead member, AM= Associate
Member
2. The Chartered Accountant issuing the certification for Experience of the Bidder must hold a valid Certificate
of Practice.
3. Any Bidder consisting of a Single Entity should fill in details as per the row titled Single Entity Bidder and
ignore the other rows mentioned below. In case of a Consortium, the details need to be provided as per the
lower rows and the row titled Single Entity Bidder may be ignored.
Page 47
FORMAT FOR ESTABLISHING EXPERIENCE OF BIDDER
Estimated Marks
Equity holding at the

time
of
execution/construction
Authority for whom

carried out
Completion
Commencement
Award
Date of
Cost Rs. crores
Project
Location
Type: Similar or core

infrastructure
Name of the Project
S.No
BID RESPONSE SHEET 1
Total
Note:
1.
2.
3.
Only the eligible projects that satisfy technical criteria shall be included.
All the Financial numbers are to be given in INR
The format shall be filled up for each member of the consortium and as a cumulative experience for the consortium
Signature , Name, Address and Membership No. of Chartered Accountant
Page 48
Bid Response Sheet 2
Name of Bidder:
1.
Member Code:
Category:
Name of Contract
Country
2.
Name of Employer
3.
Employers address, telephone and fax no.)
4.
Role (strike out whichever is not applicable)

Developer/Prime contractor/ Subcontractor
5.
Value of the Total Contract (in specified currencies and INR)
6.
Value of the Bidders Contract (in specified currencies and INR)
7.
Certified Billings till date (in specified currencies and INR and exchange rate)
8.
Date of Award
Date of Commencement of Project/ Contract
10.
Date of Completion/ Commissioning

Instructions
1. Information provided in this section is intended to serve as a back up for information provided in accordance
with Appendix 4, Bid Response Sheet 1.
2. The Projects cited must comply with the eligibility criteria specified in Clause 3.2.3.
3. A separate sheet should be filled for each of the Eligible Projects.
Page 49
APPENDIX 5
FORMAT FOR ESTABLISHING FINANCIAL CAPABILITY OF THE BIDDER
Bid Response Sheet 3
Format for Financial Capability of Single Entity Bidder
Turnover, Net Worth and Net Cash Accruals
Net Worth
(Rs. Crores )
As on 31.3.08
Operating Profits(OP)
(Rs. Crores)
Year
Year
Year
Turnover
( Rs. Crores)
Year
Year
Year

Page 50
BID RESPONSE SHEET 4

Format for Financial Capability of Consortium
Turnover, Net Worth and Net Cash Accruals
Net
Worth
(Rs.
Crores)
Turnover
( Rs Crores)
Bidder Type
Equity
share (%)
Year
Year
year
As on
31st
March
2008
Operating Profit (OP)

(Rs. crores)
Year
Year
Year
Consortium
Member 1
Consortium
Member 2
Consortium
Member .
Total
Aggregate Turnover = Rs ---------------- crores
Aggregate Net worth = Rs ________ crores
Aggregate Operating Profit = Rs ______ crores

Page 51
Total
CA
APPENDIX 7
GUIDELINES FOR PROVIDING INFORMATION RELATED TO FINANCIAL CAPABILITY
1. The Bidder should provide the Financial Capability based on its own audited financial statements. Financial
capability of the Bidder's parent company or its subsidiary or any associate company (who are not Members of
the Consortium) will not be considered for computation of the Financial Capability of the Bidder.
2. Member Code LM = Lead member, AM = Associate Member
3. Instructions for calculation of Financial Capability:
(a) Operating profit = Income before interest and tax
(b) Net Worth = Subscribed and Paid-up Equity (including Share Premium, if any) + Reserves - Revaluation
Reserves - Miscellaneous expenditure not written off-Deferred Revenue Expenditure-Deficit in Profit & Loss
Account
(c) The financial year would be the same as followed by the Bidder for its annual report. Year 1 will be the last
Financial Year. Year 2 shall be the year immediately preceding Year 1.
(d) The Bidder shall provide audited Annual Reports as required under this Bid Document. For a Consortium,
audited Annual Reports of all Members shall be provided.
(e) In case of a Consortium comprising of members with holdings in each other, the cross holdings between the
group companies comprising part of the Consortium will be deducted for the purpose of Net Worth
calculations.
4. Financial details of the Bidder. If the Bidder is a consortium the Financial Details of all the members. The
Financial Details should be provided in the following manner.
Page 52
Name of Member:
SN
Particulars as per the Audited

Balance Sheet
Profit After Tax (PAT)
Depreciation
Other non-cash expenditure
Subscribed and Paid up Equity
Reserves
Revaluation reserves
7
8
Miscellaneous expenditure not

written off
Deferred Revenue Expenditure
Deficit in Profit & Loss Account
10
Operating profit ( Profit before

interest and tax)
Net Worth = (4+5-6-7-8-9)
11
Role of Member:
Year 3
Year 2
Year 1
TOTAL

Page 53
APPENDIX 8
FORMAT FOR ANTI-COLLUSION CERTIFICATE
[To be submitted on the letter heads of the bidders separately]
Anti-Collusion Certificate
Date: -----------The Executive Director,
[insert name of project] on Design, Build, Finance, Operate and Transfer (DBFOT) basis
Sir,
We hereby certify and confirm that in the preparation and submission of this Bid, we have not acted in concert or
in collusion with any other Bidder or other person(s) and also not done any act, deed or thing which is or could
be regarded as anti-competitive, restrictive or monopolistic trade practice.
We further confirm that we have not offered nor will offer any illegal gratification in cash or kind to any person or
agency in connection with the instant Bid.
Dated this ______________ Day of ________________, 200_
Name of the Bidder
Signature of the Authorised Person
Note:
To be submitted by each Member in case of Consortium.
Page 54
APPENDIX 9A
FORMAT FOR PROJECT UNDERTAKING
[insert name of project] on Design,Build, Finance, Operate and Transfer (DBFOT) basis
Sir,
We have read and understood the Bid Document in respect of the captioned project provided to us by the Executive
Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh
We hereby agree and undertake as under:
(a)
Notwithstanding any qualifications or conditions, whether implied or otherwise, contained in our Bid we
hereby represent and confirm that our Bid is unqualified and unconditional in all respects.
(b)
We are not barred by the Government of India or the Government of Uttar Pradesh or their Departments or
Agencies from participating in any projects (DBFOT or otherwise).
Dated this ___________________ Day of _______________, .
Name of the Bidder

_________________________________
Page 55
APPENDIX 9B
FORMAT FOR PROJECT UNDERTAKING
[In case of Consortium]
[insert name of project] on Design,Build, Finance, Operate and Transfer (DBFOT) basis
Sir,
We have read and understood the Bid Document in respect of the captioned project provided to us by the Executive
Director, Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh
We hereby agree and undertake to be an exclusive member of the consortium and not a member of any other
consortium nor an independent Bidder, bidding for this project and has submitted only one (1) Application in
response to this RFQ CUM RFP
Dated this ___________________ Day of _______________, .

Name of the Bidder
_________________________________
Page 56
Exhibit 2
Principles of the Memorandum of Understanding to be executed between the

Members of a Consortium
In case of a Bidding Consortium, the principles according to which the Memorandum of Understanding (MoU) shall
be executed between/among the Consortium Members are stated below:
1.
The MoU should clearly specify the roles and responsibilities of each of the Consortium Members, along
with their proposed equity contribution. It is expected that the individual members have role definitions not
conflicting with those of the other Consortium Members.
2.
The MoU should clearly designate one of the Consortium Members as the Lead Consortium Member.
3.
The Lead Consortium Member shall be responsible for:

a. Tying up finances for the Project
b. Liasoning with the lending institutions and mobilizing debt resources for the Project.
c. Ensuring the individual and collective commitment of each of the Consortium members in honouring
the Developers obligations towards ADA. The Lead Consortium Member would be responsible for the
overall execution of the Project. All Consortium Members shall be jointly and severally responsible for
the same.
4.
The MoU shall be duly signed by each of the Consortium Members
5.
The MoU should be executed an appropriate stamp paper
6.
The MoU should be specific to this Project
7.
The MoU should be valid for a minimum period of twelve months from the Last Date for submission of the
Request for Proposal. The validity period of the MoU should be extendible on the original terms, if required
by ADA.
8.
MoU should clearly specify that in case of award of the project each consortium member will invest at least
11% equity for project.
Page 57
APPENDIX 10
FORMAT FOR MEMORANDUM OF UNDERSTANDING (MOU)
(On Non judicial stamp paper of Rs 100/- or such appropriate document duly attested by notary public)
This Memorandum of Understanding (MOU) entered into this _____day of _______ 2008 at ______ Between
_______________(hereinafter referred as________) and having office at _______, India Party of the First Part
2.1
And
________(hereinafter referred as__________) and having office at ____________, India Party of the Second
Part
The parties are individually referred to as Party and collectively as Parties.
WHEREAS Awas Bandhu, Uttar Pradesh, Housing & Urban Planning Department, Government Of Uttar Pradesh,
(ABUP) has invited RFQ cum RFP from entities interested in [insert name of project] Project.
AND WHEREAS the Parties have had discussions for formation of a Consortium for bidding for the said Project and
have reached an understanding on the following points with respect to the Parties rights and obligations towards
each other and their working relationship.
IT IS HEREBY AS MUTUAL UNDERSTANDING OF THE PARTIES AGREED AND DECLARED AS FOLLOWS:
1. That the Parties will form a Special Purpose Vehicle (SPV) with the shareholding commitments expressly
stated. The said SPV shall not undertake any other business during the Concession Period, to domicile the
Project prior to the start of implementation of the Project.
2. That the equity share holding of the Parties in the issued and paid up capital of the SPV shall not be less
than as Specified Under Evaluation Criteria Mentioned in RFQ cum RFP Document during the Concession
Period.
3. That M/s____________, and M/s____________, who are Members of the Consortium commit to hold the
following equity stake in the SPV which are in line with the requirements of Clause 3 of Evaluation criteria of
this Document at all times during the Lease Period
2.2
Name of Member
2.3
2.4
1. M/s.
2.5
2.6
2. M/s.
2.7
Type of Member
% of shareholding
4. That any dilution in the equity holding by the Parties in the SPV shall be as per the provisions of the
Concession Agreement that will be executed on award of the Project to us.
Page 58
5. However the parties undertake that there shall be no changes in respect of the lead member in case of a
consortium till the execution of the concession agreement.
6. That the Parties shall carry out all responsibilities as Concessionaire in terms of the Concession Agreement.
7. That the roles and the responsibilities of each Party at each stage of the Bidding shall be as follows:
2.8
Name of
Member
2.9
2.10
1. M/s.
2.11
2.12
2. M/s.
2.13
Type of Member
Role & Responsibility
8. That the Parties shall be jointly and severally liable for the execution of the Project in accordance with the
terms of the Concession agreement to be executed on award of the Project.
9. That the Parties affirm that they shall implement the Project in good faith and shall take all necessary steps to
see the Project through expeditiously. They shall not negotiate with any other party for this Project.
10. That this MOU shall be governed in accordance with the laws of India and courts in Lucknow shall have
exclusive jurisdiction to adjudicate disputes arising from the terms herein.
In witness whereof the Parties affirm that the information provided is accurate and true and have caused this MOU to
be duly executed on the date and year above mentioned.
Witness:
1.
2.
First Party
Second Party
Page 59
APPENDIX-12 Consultancy and Success Fee Commitment to SREI Infrastructure Finance Ltd in
consortium with DHV India Pvt Ltd
Uttar Pradesh
Sub: Commitment to pay the Success Fee and Consultancy Fee to SREI Infrastructure Finance Ltd in
association with DHV India Pvt Ltd
Sir,
We ___________( the Member), /[ our consortium consisting of the following members ( the Member)]
1
2
3
[Lead party]
[
]
[
]
Have /[Has] submitted our/ [its] Bid for the development of Multi-Specialty Hospital at Shastripuram on Design
Build Finance Operate and Transfer basis in Agra.
We hereby write to inform you that if the Single Entity / Consortium is selected as the successful bidder for
implementing the project, the Concessionaire shall pay SREI Infrastructure Finance Ltd in consortium with DHV
India Pvt Ltd a Success fee at the rate of 1% of the cost of the project (clause 5.4) as per clause 6.4. The
Demand Draft in favour of SREI Infrastructure Finance Ltd for the said fee shall be handed over to Awas Bandhu
UP before the signing of the Concession Agreement.
The Consultancy Fee of Rs. 1,00,000/- (Rupees One Lakh only) paid by Awas Bandhu to the Consultants will be
reimbursed to Awas Bandhu, UP within 2 weeks of receipt of invoice from Awas Bandhu, UP.
SIGNATURE _____________
NAME
_____________
DESIGNATION _____________
COMPANY SEAL
COMPANY ______________
DATE
_______________
Page 60
APPENDIX-13 Format of Letter of Acceptance

(The Letter of Acceptance is to be submitted by EACH Consortium Member of the Bidding Consortium)
Date:
Place:
Uttar Pradesh
Sub: Proposal for selection of Successful Bidder to Design, Build, Finance, Operate and Transfer Multi-Specialty
Hospital at Shastripuram in Agra
Dear Sir,
This has reference to the Proposal being submitted by (name of the Lead Consortium Member of the Bidding
Consortium), as Lead Consortium Member of the Bidding Consortium comprising (mention name(s) of the
Consortium Members) in respect of selection of Successful Bidder to Design, Build, Finance, Operate and
Transfer Multi-Specialty Hospital at Shastripuram in Agra in response to the RFQ cum RFP Document issued by
Awas Bandhu, UP.
We hereby confirm the following:
(a) We (name of the Consortium Members furnishing the Letter of Acceptance), have examined in detail
and have understood and satisfied ourselves regarding the contents including in respect of the
following:
a. The RFQ cum RFP Document issued by Awas Bandhu, UP;
b. All subsequent communication between Awas Bandhu, UP and the Bidder, represented by
(Mention name of the Lead Consortium Member)
c. The Proposal being submitted by (name of the Lead Consortium Member)
(b) We agree to abide by the terms and conditions of the RFQ CUM RFP Document and the Proposal
being submitted by the Lead Consortium Member in respect of the Project.
(c) We also reaffirm that (name of the Lead Consortium Member) continues to be the Lead Consortium
Member and that (please give name, designation and address of authorized representative and
signatory here) designated as the authorized representative and signatory of the Lead Consortium
Member of the Bidding Consortium is the authorized representative and signatory in respect of all
matters concerning our Proposal for this Project and contractual commitments thereof.
Thanking You,
Yours Sincerely,
Page 61
Signature
Name of the Person
Designation
Page 62
APPENDIX-14 Format of Letter of Commitment

(The Letter of Commitment is to be submitted by EACH Promoter(s) and/or Associate(s) and/or Subsidiary (ies)
of the Bidding Company / Consortium Members of the Bidding Consortium whose strength have to be credited
for)
Date:
Place:
Uttar Pradesh
Dear Sir,
This has reference to the Proposal being submitted by (name of the Lead Consortium Member of the Bidding
Consortium), as Lead Consortium Member of the Bidding Consortium comprising (mention name(s) of the
Consortium Members) in respect of selection of Successful Bidder to Design, Build, Finance, Operate and
Transfer Multi-Specialty Hospital at Shastripuram in Agra in response to the Request for Proposal (RFQ CUM
RFP) Document issued by Awas Bandhu, UP.
We hereby confirm the following:
1. We (name of the Promoter/Affiliate/Subsidiary), have examined in detail and have understood and
satisfied ourselves regarding the contents including in respect of the following:
a. The RFQ CUM RFP Document issued by Awas Bandhu, UP;
b. All subsequent communication between Awas Bandhu, UP and the Bidder, represented by (name
of the Bidding Company or of the Lead Consortium Member in case of a Bidding Consortium);
c. The Financial Proposal being submitted by (name of the Bidding Company or of the Lead
Consortium Member in case of a Bidding Consortium)
2. We agree to abide by the terms and conditions of the RFQ CUM RFP Document and the Proposal
being submitted by the Bidding Company / Lead Consortium Member in respect of the Project.
3. We also reaffirm that (please give name, designation and address of authorized representative and
signatory here) designated as the authorized representative and signatory of the Bidding Company /
Lead Consortium Member of the Bidding Consortium is the authorized representative and signatory in
respect of all matters concerning our Proposal for this Project and contractual commitments thereof.
Thanking You,
Yours Sincerely,
Page 63
Signature
Name of the Person
Designation
Page 64
APPENDIX-15 Financial Proposal (Format for Information Submission)

(To be provided on the letterhead of the Bidder)
Date:
Place:
Uttar Pradesh
Dear Sir,
1. We the undersigned Bidder, submit the following as our Financial Proposal in response to the RFQ cum
RFQ CUM RFP issued by Awas Bandhu, UP.
-------- % ( ---------- percentage) share of total revenue earned to be given to ADA annually starting eleventh
year (from the year of commercial operations of the first 150 beds) onwards till the end of the Concession
Period in form of Demand Draft in favour of Agra Development Authority payable at Agra as consideration to
Design, Build, Finance, Operate and Transfer Multi-Specialty Hospital at Shastripuram on the plot of land
provided in Agra.
2. We confirm that the Financial Proposal conforms to all the terms and conditions stipulated in the Request for
Proposal Document.
3. We confirm that our Financial Proposal is FINAL in all respects and contains NO conditions.
4. We confirm that in the event of more than one Responsive Bidders quoting the same lumpsum value, Awas
Bandhu, UP shall break the tie by way of draw between such Bidders.
5. We confirm that, the information submitted in our Financial Proposal is complete and is correct to the best of
our knowledge and understanding. We would be solely responsible for any errors or omissions in our
Proposal.
6. We confirm that we have studied the provisions of relevant Indian laws and regulations required to enable us
to prepare this Financial Proposal and as required to design, build, finance, operate and transfer the Project,
in the event that we are finally selected.
Thanking You,
Yours Sincerely,
Signature
Name of the Person

Designation
:
:
Page 65
APPENDIX-16 Proforma for Bank Guarantee for Performance Security Agra Development
Authority
[To be issued by SBI or any Nationalised Bank or Indian Scheduled Commercial Bank whose Net Worth
is not less than INR 1000 crores as on 31st March 2008]
From:
[Name and Address of Bank/ Financial Institution]
The Vice Chairman,
Agra Development Authority,
Agra
Uttar Pradesh
1. In consideration of the Governor of Uttar Pradesh represented by ________________ (hereinafter

called the Government) having agreed to exempt
__________________ (hereinafter
called the said Bidder(s)) from the demand, under the terms and condition of an Agreement, dated
_________made between ____________________and Agra Development Authority for Design, Build, Operate
and Transfer Multi-Specialty Hospital at Shastripuram in Agra (hereinafter called the said Agreement), of
performance security for the due fulfilment by the said Developer(s)of the terms and conditions contained in the
said Agreement , on production of a bank guarantee for Rs.
(Rupees
only).
We, _____________________ (hereinafter referred to as the Bank) at the request of
______________/ Bidder(s)/ do hereby undertake to pay to the Government an amount not exceeding Rs.
/- against any loss or damage caused to or suffered or would be caused to or suffered by the Government by
reason of any breach by the said Developer(s)of any of the terms or conditions contained in the said Agreement.
2. We __________________________ (indicate the name of bank) do hereby undertake to pay the
amounts due and payable under this guarantee without any demur, merely on a demand from the Government
stating that the amount claimed is due by way of loss or damage caused to or would be caused to or suffered by
the Government by reason of breach by the said Bidder(s) of any of the terms or conditions contained in the said
agreement or by reason of the Bidder(s) failure to perform the said Agreement. Any such demand made or the
bank shall be conclusive as regards the amount due and payable by the Bank under this guarantee. However,
our liability under this guarantee shall be restricted to an amount not exceeding Rs.
/-.
3. We undertake to pay to the Government any money so demanded notwithstanding any dispute or
disputes raised by the Bidder(s) in any suit or proceeding pending before any court or Tribunal relating to our
liability under this present being absolute and unequivocal, unless otherwise directed by such Court or Tribunal.
The payment so made by us under this bond shall be a valid discharge of our liability for payment there
under and the Bidder(s) supplier (s) shall have no claim against us for making such payment.
Page 66
4. We __________________________________ (Indicate the name of bank) further agree that the

guarantee herein contained shall remain in full force and effect during the period that would be taken for the
performance of the said Agreement and that it shall continue to be enforceable till all the dues of the Government
under or by virtue of the said Agreement have been fully paid and its claims satisfied or discharged or till Govt
certifies that the terms and conditions of the said Agreement, have been fully and properly carried out by the said
Bidder(s)and accordingly discharges this guarantee, however not exceeding six months beyond the date of
expiry of the Concession Period. Unless a demand or claim under this guarantee is made on us in writing on or
before the date of expiry of we shall be discharged from all liability under this guarantee thereafter.
5. We _____________________ (indicate the name of Bank) further agree with the Government that
the Government shall have the fullest liberty without our consent and without affecting in any manner our
obligations hereunder to vary any of the terms and conditions of the said Agreement or to extend time of
performance by the said Bidder(s)from time to time or to postpone for any time or from time to time any of the
powers exercisable by the Government against the said Bidder(s) and to forbear or enforce any of the terms and
conditions relating in the said agreement and we shall not be relieved from our liability by reason of any such
variation or extension being granted to the said Bidder(s)or for any forbearance act or commission on the part of
the Government or any indulgence by the Government to the said Bidder(s)or by any such matter or thing
whatsoever which under the law relating to sureties would, but for this provision, have effect of so relieving us.
6. This guarantee will not be discharged due to the change in the constitution of the Bank or the
Bidder(s)/ Supplier(s).
7. We, __________________________ lastly undertake not to revoke this guarantee during (indicate
the name of bank) its currency except with the previous consent of the Government in writing.
SEAL OF [BANK/FINANCIAL INSTITUTION] ..
NAME OF [BANK/FINANCIAL INSTITUTION] ..
SIGNATURE ..
NAME ..
TITLE ..
DATE ..
Page 67
ANNEXURE A Project Site

Detail of Site
Proposed Location
of Multi-Specialty
Hospital at
Sector C-2,
Shastripuram
Page 68
Page 69
RFQ cum RFP for Design, Build, Finance, Operate and Transfer Multi Specialty Hospital in Agra
VOLUME II
Draft Concession Agreement
Between
And
____________________________
Request for Proposal Volume II: Draft Concession Agreement
Page 1
Index
Article
1.1.
1.2.
1.3.
1.4.
Article
2.1.
Article
3.1.
Article
4.1.
4.2.
4.3.
Article
5.1.
5.2.
5.3.
Article
6.1.
Article
7.1.
7.2.
7.3.
Article
8.1.
Article
9.1.
9.2.
9.3.
Article
10.1.
10.2.
Article
11.1.
11.2.
11.3.
Article
12.1.
12.2.
12.3.
12.4.
12.5.
12.6.
Article
1. Definitions and Interpretation

Definitions
Interpretation
Measurements and Arithmetic Conventions
Priority of Agreements and Errors/Discrepancies
2. Scope of the Project
Scope of the Project
3. Consideration of the Contract
The Consideration
4. Conditions Precedent to the Agreement
Conditions Precedent
Compliance Certificate
Non-Fulfillment of the Conditions Precedent
5. Obligations of the Concessionaire
Obligations of the Concessionaire
Obligations relating to Other Agreements
Obligations relating to Change in Ownership
6. Obligations of the Concessioning Authority
Obligations of the Concessioning Authority
7. Representations and Warranties
Representations and Warranties of the Concessionaire
Representations and Warranties of the Concessioning Authority
Disclosure
8. Disclaimer
Disclaimer
9. Performance Security
Appropriation of Performance Security
Release of Performance Security
10.
Access on Project Site
Project Site
Others
11.
Construction on the Project Site
Obligations prior to the commencement of any work
Project Start and Completion date
Completion Certificate
12.
Force Majeure
Force Majeure
Force Majeure Events
Duty to Report Force Majeure Event
Effect of Force Majeure Event
Allocation of Costs Arising out of Force Majeure
Dispute Resolution
13.
Termination
6
6
9
11
11
13
13
15
15
16
16
16
16
18
18
19
19
21
21
22
22
23
24
25
25
26
26
26
26
28
28
28
29
29
29
29
30
30
30
30
31
31
31
32
Page 2
13.1. Termination for Concessionaire Default

13.2. Procedure to issue Termination Notice
13.3. Effect of Termination
13.4. Other Rights and Obligations of the Concessioning Authority
Article 14.
Liability and Indemnity
14.1. General indemnity
14.2. Liability of Concessioning Authority
14.3. Indemnity by the Concessionaire
14.4. No consequential claims
14.5. Survival on Termination
Article 15.
Dispute Resolution
15.1. Dispute resolution
15.2. Conciliation
15.3. Arbitration
Article 16.
Miscellaneous
16.1. Governing Law and Jurisdiction
16.2. Waiver of Immunity
16.3. Delayed Payments
16.4. Waiver
16.5. Liability for Inspection of Documents
16.6. Exclusion of Implied Warranties etc.
16.7. Survival
16.8. Entire Agreement
16.9. Severability
16.10. No partnership
16.11. Third Parties
16.12. Successors and Assigns
16.13. Notices
16.14. Language
16.15. Counterparts
16.16. Validity
Schedule 1. Project Site
Schedule 2. Technical Schedule
32
33
33
33
35
35
35
35
36
36
37
37
37
37
39
39
39
39
39
40
40
40
40
41
41
41
41
41
42
42
42
43
44
Page 3
CONCESSION AGREEMENT
This AGREEMENT is entered into on this [ ] day of [ ] (Month), 2009 at Agra
BETWEEN
1. Agra Development Authority established under the Uttar Pradesh Urban Planning and
Development Act 1973, having its registered office at Jaipur House, Agra, Uttar Pradesh
(hereinafter referred to as Concessioning Authority which expression shall unless
repugnant to the subject or the context include its successors) of One Part;
AND
2. ______________, a company incorporated under the Companies Act, 1956, and having its
registered office at _________________________ (hereinafter referred to as the
Concessionaire which expression shall unless repugnant to the subject or the context
include its successors) of the Other Part.
WHEREAS:
A.
The Government of Uttar Pradesh has established Agra Development Authority under the Uttar
Pradesh Urban Planning and Development Act 1973(hereinafter called the Act), for the
development and planning of Agra.
B.
In order to develop the healthcare infrastructure in Agra, ADA intends to setup a 300 Bed MultiSpecialty Hospital and related facilities and has earmarked 5 acres of land for the same.
C.
Agra Development Authority is the rightful Lessor of the land situated in Agra, Uttar Pradesh,
India as marked in Schedule 1 (hereinafter referred to as the said land), admeasuring
approximately 5 Acres, on which it is proposed to develop 300 bedded Multi-Specialty Hospital
under PPP mode.
D.
Concessioning Authority through Awas Bandhu,UP had invited proposals for the selection of a
Concessionaire through the competitive route on the basis of Design, Build, Finance Operate
and Transfer the Project, from bidders, including the Consortium comprising of _____________
as the Lead Member/Company by issuing the Request for Qualification cum Request for
Proposal (RFQ cum RFP) document dated 4th June 2009 containing inter-alia the minimum
qualification for a bidder and containing the technical and commercial parameters of the Project
and the terms and conditions for the implementation of the Project.
E.
On evaluation of the submitted proposals, Awas Bandhu, UP accepted the proposal of the
Consortium/Company and issued Letter of Intent (LOI) dated __________ to the
Consortium/Company specifying interalia the obligation of the Parties to create a Special
Purpose Vehicle for implementing the Project [ Applicable in case of Consortium]
Page 4
Pursuant to the issuance of LOI vide letter no. ___________ dated ________, the Consortium
have incorporated and constituted ______________ as the Special Purpose Vehicle created
for the sole purpose of implementation the Project which is Concessionaire.
F.
The Concessionaire is desirous of developing the Project, in accordance with all approved
plans and has the necessary capability for completion of the project and has offered his
services and has made payment of 1% of the project cost and taxes as applicable to M/s SREI
Infrastructure Finance Ltd in consortium with DHV India Pvt. Ltd..
NOW THEREFORE IN CONSIDERATION OF THE FOREGOING AND THE RESPECTIVE COVENANTS AND
AGREEMENTS SET FORTH IN THIS CONCESSION AGREEMENT, THE SUFFICIENCY AND ADEQUACY
OF WHICH IS HEREBY ACKNOWLEDGED, AND INTENDING TO BE LEGALLY BOUND THE
CONCESSIONING AUTHORITY AND THE CONCESSIONAIRE (HEREINAFTER REFERRED TO AS
PARTIES AND INDIVIDUALLY AS PARTY) HEREBY AGREE AND THIS AGREEMENT WITNESSTH AS
FOLLOWS:
Page 5
Article 1.
Definitions and Interpretation
1.1. Definitions
The words and expressions defined in this Agreement shall, unless repugnant to the context
or meaning thereof, have the meaning ascribed thereto herein, and the words and expressions
defined in the Schedules and used therein shall have the meaning ascribed thereto in the
Schedules;
Accounting Year means the financial year commencing from the first day of April of any
calendar year and ending on the thirty-first day of March of the next calendar year;
Affected Party shall have the meaning set forth in Clause 12.1;
Agreement or Concession Agreement means this Agreement, the Schedules hereto
and any amendments thereto made in accordance with the provisions contained in this
Agreement;
Agreement Date means the date of execution of this Agreement;
Applicable Laws means all laws, brought into force and effect by GOI or the State
Government including rules, regulations and notifications made there under, and judgments,
decrees, injunctions, writs and orders of any court of record, applicable to this Agreement and
the exercise, performance and discharge of the respective rights and obligations of the Parties
hereunder, as may be in force and effect during the subsistence of this Agreement;
Applicable Permits means all clearances, licenses, permits, authorisations, no objection
certificates, consents, approvals and exemptions required to be obtained or maintained by the
Concessionaire under Applicable Laws during the subsistence of this Agreement;
Approvals means all approvals, permissions, authorisations, consents and notifications
from any Governmental Authority, regulatory or departmental authority including, but not
limited to the approvals of the Agra Development Authority, Secretariat for Industrial
Assistance, Reserve Bank of India and any other regulatory authority, as may be applicable.
Arbitration Act means the Arbitration and Conciliation Act, 1996 and shall include
modifications to or any re-enactment thereof, as in force from time to time;
Bank Guarantee means an irrevocable and unconditional bank guarantee payable on
demand issued by a bank in favour of Concessioning Authority and furnished by the
Concessionaire to Concessioning Authority for guaranteeing the due performance of the
obligations of the Concessionaire under this Agreement. Here Bank means any Indian
Nationalized Bank or any Indian Scheduled Commercial Bank whose net worth is not less than
Rs.300 crores as on 31st March 2008.
Bid means the documents in their entirety comprised in the bid submitted by the
Concessionaire in response to the RFQ/RFP in accordance with the provisions thereof;
Business Day means a day on which banks are generally open for business in the city of
Agra in India;
Page 6
Change in Ownership means a transfer of the direct and/or indirect legal or beneficial
ownership of any shares, or securities convertible into shares, that causes the change in
management structure of the bidder company according to the opinion of the Concessioning
Authority;
Conditions Precedent shall have the meaning set forth in Clause 4.1;
Construction Period means maximum period of 36 months from the Effective Date for the
operations of 150 beds plus next 24 months for the operations of the remaining 150 beds ,
after which commercial operations must start;
Consortium means the group of entities that have jointly submitted the proposal for the
Project.
Consortium Member means each entity in the Consortium shall be referred to as a
Consortium Member.
Damages shall have the meaning set forth in Sub-clause (t) of Clause 1.2;
Developmental and Operations Standard(s) means the minimum parameters and
standards to be achieved by the Concessionaire in the construction, development and
operations of the Project in accordance with internationally sound engineering practices,
National Building Code and Applicable Law and / or as determined by the relevant
Governmental Authority;
Dispute shall have the meaning set forth in Clause 15.1.1;
Dispute Resolution Procedure means the procedure for resolution of Disputes set forth in
Article 15;
Effective Date means the date on which all the conditions Precedent are satisfied or
waived as per Article 4 in writing by both the Parties.
Financial Commitment means the legally binding undertaking of the Concessionaire to
mobilize the financial requirements of the project, for ensuring the completion of the project;
Force Majeure or Force Majeure Event shall have the meaning set forth in as per
Clause 12;
GOI means the Government of India;
Good Industry Practice means the practices, methods, techniques, designs, standards,
skills, diligence, efficiency, reliability and prudence which are generally and reasonably
expected from a reasonably skilled and experienced operator engaged in the same type of
undertaking as envisaged under this Agreement and which would be expected to result in the
performance of its obligations by the Concessionaire in accordance with this Agreement,
Applicable Laws and Applicable Permits in reliable, safe, economical and efficient manner;
Government Instrumentality means any department, division or sub-division of the
Government of India or the State Government and includes any commission, board, authority,
agency or municipal and other local authority or statutory body including Panchayat under the
control of the Government of India or the State Government, as the case may be, and having
jurisdiction over all or any part of Agra or the performance of all or any of the services or
obligations of the Concessionaire under or pursuant to this Agreement;
Indemnified Party means the Party entitled to the benefit of an indemnity pursuant to
Article 14;
Page 7
Indemnifying Party means the Party obligated to indemnify the other Party pursuant to
Article 14;
Lenders shall mean the banks, financial institutions, international credit agencies that
extend or agree to extend a credit facility to the Concessionaire in relation to the Project;
Parties means the parties to this Agreement collectively and Party shall mean any of the
parties to this Agreement individually;
Performance Security shall have the meaning set forth in Clause 9.1;
Project shall mean Design, Build, Finance, Operate and Transfer of 300 Bed Multi
Specialty Hospital with at least four specialties from the selected specialties like Trauma
centre, Plastic surgery unit, Burn Unit, Neurology, Ophthalmology in the hospital as
mentioned in Annexure B of this document, round the clock emergency unit along with 15
acres Site earmarked for the purpose in accordance with the provisions of this Agreement at
the end of the concession period;(more specifically as mentioned in Article 2 of this
agreement)
Project Completion Date shall mean the date on which the Concessioning Authority has
issued the Project Completion Certificate after completion of the Project and shall have the
meaning set forth in Clause 11.2;
Project Completion Certificate shall mean the Project Completion Certificate issued by
the Concessioning Authority certifying completion of Project by the Concessionaire;
Rs. or Rupees refers to the lawful currency of the Republic of India;
Revenue of Hospital shall mean registration fees, hospital bed revenue, diagnostic laboratory test,
consultation charges, operation charges and lease rentals from commercial facilities like banks,
restaurants etc. Revenue of Hospital shall not include revenue from pharmacy, service apartments,
training institutes and consumable cost directly reimbursed by patient.
Security Interest means any existing or future mortgage, charge (whether fixed or floating),
pledge, lien, hypothecation, assignment, security interest or other encumbrances of any kind
securing or conferring any priority of payment in respect of any obligation of any Person and
includes without limitation any right granted by a transaction which, in legal terms, is not the
granting of security but which has an economic or financial effect similar to the granting of
security in each case under any Applicable Law.
Site means the Project site measuring 5 acres as given in Schedule 1 of this Agreement
given on lease for a period of initially for 30 years renewable every 30 years up to a maximum
of 90 years. The Project shall mean the same as defined in this Agreement.
Standards of Reasonable and Prudent Concessionaire means the standards, practices,
methods and procedures expected from a person seeking in good faith to perform its
contractual obligations and in so doing and in the general conduct of its undertaking exercising
that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily
be expected from a skilled and experienced Person engaged in the same type of undertaking
under the same or similar circumstances and conditions including the conditions as
contemplated by the Basic Documents.
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Taxation or Tax means all forms of taxation whether direct or indirect and whether levied
by reference to income, profits, gains, net wealth, asset values, turnover, added value or other
reference and statutory, governmental, state, provincial, local governmental or municipal
impositions, duties, contributions, rates and levies (including without limitation social security
contributions and any other payroll taxes), whenever and wherever imposed (whether imposed
by way of withholding or deduction for or on account of tax or otherwise) and in respect of any
person and all penalties, charges, costs and interest relating to it;
Third Party Agreements means all Agreements entered into between the Concessionaire
and third Persons, including, but not limited to other Agreements with Concessionaire and
vendors of any goods or services to the Concessionaire.
Termination means the expiry of the Concession period or termination of this Agreement;
Termination Notice means the communication issued in accordance with this Agreement
by one Party to the other Party terminating this Agreement;
1.2.
Interpretation
1.2.1. In this Agreement, unless the context otherwise requires,

(a) references to any legislation or any provision thereof shall include amendment or reenactment or consolidation of such legislation or any provision thereof so far as such
amendment or re-enactment or consolidation applies or is capable of applying to any
transaction entered into hereunder;
(b) references to laws of India or Indian law or regulation having the force of law shall include
the laws, acts, ordinances, rules, regulations, bye laws or notifications which have the force
of law in the territory of India and as from time to time may be amended, modified,
supplemented, extended or re-enacted;
(c) references to a person and words denoting a natural person shall be construed as a
reference to any individual, firm, company, corporation, society, trust, government, state or
agency of a state or any association or partnership (whether or not having separate legal
personality) of two or more of the above and shall include successors and assigns subject
to the provisions of this Agreement;
(d) the table of contents, headings or sub-headings in this Agreement are for convenience of
reference only and shall not be used in, and shall not affect, the construction or
interpretation of this Agreement;
(e) the words include and including are to be construed without limitation and shall be
deemed to be followed by without limitation or but not limited to whether or not they are
followed by such phrases;
(f) references to construction include, unless the context otherwise requires, investigation,
design, developing, engineering, procurement, delivery, transportation, installation,
processing, fabrication, testing, commissioning and other activities that are to be completed
on or before Project Completion Date as per the scope of work as defined under Article 2,
and construct shall be construed accordingly;
(g) any reference to any period of time shall mean a reference to that according to Indian
Standard Time;
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(h) any reference to day shall mean a reference to a calendar day;

(i) any reference to month shall mean a reference to a calendar month as per the Gregorian
calendar;
(j) references to any date, period or Milestone shall mean and include such date, period or
Milestone as may be extended pursuant to this Agreement;
(k) any reference to any period commencing from a specified day or date and till or until a
specified day or date shall include both such days or dates; provided that if the last day of
any period computed under this Agreement is not a business day, then the period shall run
until the end of the next business day;
(l) the words importing singular shall include plural and vice versa;
(m) references to any gender shall include the other and the neutral gender;
(n) lakh or lac means a hundred thousand (100,000) and crore means ten million
(10,000,000);
(o) references to the winding-up, merger, amalgamation, takeover, dissolution,
insolvency, or reorganization of a company or corporation shall be construed so as to
include any equivalent or analogous proceedings under the law of the jurisdiction in which
such company or corporation is incorporated or any jurisdiction in which such company or
corporation carries on business including the seeking of liquidation, winding-up,
reorganization, dissolution, arrangement, protection, change in management or relief of
debtors;
(p) any reference, at any time, to any Agreement, deed, instrument, license or document of
any description shall be construed as reference to that Agreement, deed, instrument,
license or other document as amended, varied, supplemented, modified or suspended at
the time of such reference; provided that this Sub-clause shall not operate so as to
increase liabilities or obligations of the Concessioning Authority hereunder or pursuant
hereto in any manner whatsoever;
(q) any Agreement, consent, approval, authorization, notice, communication, information or
report required under or pursuant to this Agreement from or by any Party shall be valid and
effective only if it is in writing under the hand of a duly authorized representative of such
Party, as the case may be, in this behalf and not otherwise;
(r) the Schedules and Recitals to this Agreement form an integral part of this Agreement and
will be in full force and effect as though they were expressly set out in the body of this
Agreement;
(s) references to Recitals, Articles, Clauses, Sub-clauses or Schedules in this Agreement
shall, except where the context otherwise requires, mean references to Recitals, Articles,
Clauses, Sub-clauses and Schedules of or to this Agreement, and references to a
Paragraph shall, subject to any contrary indication, be construed as a reference to a
Paragraph of this Agreement or of the Schedule in which such reference appears; and
(t) the damages payable by either Party to the other of them, as set forth in this Agreement,
whether on per diem basis or otherwise, are mutually agreed genuine pre-estimated loss
and damage likely to be suffered and incurred by the Party entitled to receive the same
and are not by way of penalty (the Damages).
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(u) any reference to Build shall mean Construct and vice-versa unless the context otherwise
requires
(v) any reference to Operate/Operations shall mean Operate and Transfer/ Operations &
Maintenance unless the context otherwise requires
1.2.2. Unless expressly provided otherwise in this Agreement, any documentation required to be provided or
furnished by the Concessionaire to the Concessioning Authority and/or the agency or person appointed
by the Concessioning Authority shall be provided free of cost and in two copies, and if the
Concessioning Authority and/or the person appointed by the Concessioning Authority is required to
return any such documentation with their comments and/or approval, they shall be entitled to retain one
copy thereof.
1.2.3. the rule of construction, if any, that a contract should be interpreted against the parties responsible for
the drafting and preparation thereof, shall not apply.
1.2.4. any word or expression used in this Agreement shall, unless otherwise defined or construed in this
Agreement, bear its ordinary English meaning.
1.3.
Measurements and Arithmetic Conventions

All measurements and calculations shall be in the metric system and calculations done to 2
(two) decimal places, with the third digit of 5 (five) or above being rounded up and below 5
(five) being rounded down.
1.4.
Priority of Agreements and Errors/Discrepancies
1.4.1. This Agreement, and all other Agreements and documents forming part of this Agreement are to be
taken as mutually explanatory and, unless otherwise expressly provided elsewhere in this Agreement,
the priority of this Agreement and other documents and agreements forming part hereof shall, in the
event of any conflict between them, be in the following order:
(a)
this Agreement;
(b)
RFQ cum RFP Document
(c)
all other agreements and documents forming part hereof;
i.e. the agreement at (a) above shall prevail over the agreements and documents at (b) and
(c) above and (b) shall prevail over all documents in (c) above.
1.4.2. In case of ambiguities or discrepancies within this Agreement, the following shall apply:
(a) between two or more Clauses of this Agreement, the provisions of a specific Clause
relevant to the issue under consideration shall prevail over those in other Clauses;
(b) between the Clauses of this agreement and the Schedules, the Clauses shall prevail
and between Schedules and Annexes, the Schedules shall prevail;
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(c) between the written description on the Drawings and the Specifications and
Standards, the latter shall prevail;
(d) between the dimension scaled from the Drawing and its specific written dimension,
the latter shall prevail; and
(e) between any value written in numerals and that in words, the latter shall prevail.
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Article 2.
Scope of the Project
2.1. Scope of the Project

The Concessionaire shall Design, Build, Finance, Operate and Transfer Multi Specialty Hospital on the
5 acre plot earmarked for the purpose given on lease over the concession period of initial 30 years
renewable every 30 years up to a maximum period of 90 years including construction period, after
which the facility shall be transferred to the Concessioning Authority. The successful bidder shall
construct following facilities and get all the approvals for commercial operations within 36 months from
the effective date.
A. Minimum Development Obligations (Essential Facilities):
To build and operate 300 bedded (150 beds and allied services within 36 months and remaining beds in
the next 24 months) Multi-specialty hospital as per the International standards / Indian Public Health
Standard (IPHS).
Atleast four specialties from the following disciplines shall be developed in the Hospital.
Trauma Care
Kidney Transplant (Hemodialysis)
Neurology unit
Obs & Gynecology
Pediatric unit (with NICU Neonetal Intensive Care unit)
Cancer unit
The hospital shall also have a round the clock emergency unit.
All the facilities are to be developed as per the minimum quality standards set out for the purpose in the
Technical Schedule appended in DCA Volume II with this document.
While undertaking development of the Project, the Successful Bidder shall adhere to latest amended
National Building Code of India, other relevant IS Codes and practices, Development Control Rules,
FAR Limits, statutory requirements, guidelines and approvals of the Health Department of the
Government of Uttar Pradesh, laws of land, the principles of good industry practices and any other
norms as applicable from time to time. The developer shall also take into account the guidelines issued
by the State Health Department and obtain the necessary approvals.
Keeping in view that the hospital services should be world class, the hospital shall apply for JCI (joint
Commission International) accreditation and obtain the same within five years from the date of operation. The
Concessionaire shall plan the facilities, manpower and the service standards to meet the stringent quality
standards laid down by JCI. The Concessionaires proposed plan to meet the norms of JCI shall be presented to
Agra Development Authority.
The Concessionaire shall be responsible for all the clearances as may be required for the development
and operations of the project. 150 beds and allied services shall be ready for operation after taking all
the clearance(s) within 36 months of the effective date and remaining beds in the next 24 months.
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For the purpose of providing subsidized health services to poor, the Concessionaire shall provide 1% of
the total revenues of the hospital every year to the fund created by the government starting commercial
operations throughout the concession period . Revenue of hospital shall mean registration fees,
hospital bed revenue, diagnostic laboratory test, consultation charges, operation charges and lease
rentals from commercial facilities like banks, restaurants etc. Revenue of Hospital shall not include
revenue from pharmacy, service apartments, training institutes and consumable cost directly
reimbursed by patient.
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Article 3.
Consideration of the Contract
3.1. The Consideration

3.1.1. Subject to and in accordance with the provisions of this Agreement, the Applicable Laws, rules and
regulations and the Applicable Permits, the Concessionaire shall pay to the Concessioning Authority:
Annually a percentage of total revenue earned as quoted in the Financial proposal payable eleventh
year (from the year of commercial operations of the first 150 beds) onwards through out the remaining
concession period.
3.1.2. Subject to and in accordance with the provisions of this Agreement, the Consideration hereby given by
Concessionaire, the Concessionaire shall be entitled to Construct and operate the Project on the land
area given on Concession period the initial period of 30 years renewable every thirty years upto a
maximum of 90 years including construction period, subject to :
(a) performing and fulfilling all of the Concessionaires obligations under and in accordance with this
Agreement; and
(b) bear and pay all costs, expenses and charges in connection with or incidental to the performance of
the obligations of the Concessionaire under this Agreement; and
(c) At the end of the concession period, the entire construction made by the Concessionaire till that
date on the Project site as part of the scope of work shall get transferred without any consideration
to the Concessioning Authority.
3.1.3. In consideration of the mutual covenants and other good and valuable consideration expressed herein,
the Concessionaire hereby accepts the Consideration to be given and agrees to construct and operate
the Project on land given for the initial period of 30 years renewable every thirty years upto a maximum
of 90 years Concession period including construction period as per the scope of work given in Article 2
and minimum specifications mentioned in the technical schedules and to perform/discharge all of its
obligations in accordance with the provisions hereof.
3.1.4
The Concessionaire shall also pay to the Concessioning Authority a yearly lease rental of Rs. 128/-(
Rs. One hundred and twenty eight only ) per sq meter of land for the entire concession period including
construction period
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Article 4.
Conditions Precedent to the Agreement
4.1. Conditions Precedent

4.1.1. The respective rights and obligations of the Parties under this Agreement shall be subject to the
satisfaction in full of the conditions precedent specified in this Clause 4.1 (the Conditions Precedent).
4.1.2. The Concessionaire may, upon providing the Performance Security to the Concessioning Authority in
accordance with Article 9, by notice require the Concessioning Authority to satisfy the Conditions
Precedent set forth in this Clause 4.1.2 within a period of 30 (thirty) days of the notice, and the
obligations of the Concessioning Authority hereunder shall be deemed to have been performed when
the Concessioning Authority shall have handed over to the Concessionaire the peaceful possession of
the Site free from all above ground encroachments as demarcated under Schedule 1;
4.1.3. Concessionaire shall satisfy the Conditions Precedent at any time within 30 (thirty) days from the date
the Concessioning Authority has given the Letter of Intent for the appointment of the Concessionaire
and all the Conditions Precedent shall be deemed to have been fulfilled when the Concessionaire shall
have
(a) provided Performance Security to the Concessioning Authority; and

(b) Delivered to the Concessioning Authority a legal opinion from the legal counsel of the
Concessionaire with respect to the authority of the Concessionaire to enter into this
Agreement and the enforceability of the provisions thereof
(c) The members of the Consortium must form a Special Purpose Vehicle (SPV) and
submit an MoU for the purpose of Special Purpose Vehicle.
4.2. Compliance Certificate

Upon compliance with the Conditions Precedent, each Party shall forthwith issue a Compliance
Certificate pursuant to which the obligations of the Parties under this Agreement shall
commence.
4.3. Non-Fulfillment of the Conditions Precedent

4.3.1. In the event of failure by any Party to procure compliance with any of the Conditions Precedent as per
the provisions of this Article 4 and the other Party have not waived any of the conditions (partially or
absolutely), the Agreement shall cease to have any effect as of that date.
4.3.2. In the event of the Agreement not coming into effect on account of the Concessionaire not fulfilling the
Conditions Precedent then the Concessionaire shall forfeit the Earnest Money Deposit and the
Performance Security.
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4.3.3. In the event of the Agreement not coming into effect on account of the Concessioning Authority not
fulfilling any of the Conditions Precedent then the Earnest Money Deposit and the Performance Security
shall be returned to the Concessionaire.
4.3.4. Notwithstanding anything contained in this clause, the Parties may mutually decide to extend the time
period for the fulfillment of the Conditions Precedent.
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Article 5.
Obligations of the Concessionaire
5.1. Obligations of the Concessionaire

5.1.1. Subject to and on the terms and conditions of this Agreement, the Concessionaire shall at its cost and
expense procure finance for and undertake the Project scope of work as mentioned in Article 2 and
observe, fulfill, comply with and perform all its obligations set out in this Agreement or arising hereunder.
5.1.2. The Concessionaire shall comply with all Applicable Laws in the performance of its obligations under
this Agreement.
5.1.3. Without prejudice to Clauses 5.1.1 and 5.1.2 above, the Concessionaire shall discharge its obligations
as per the National Building Code, Development Control Rules, the principles of good industry practice
and as a reasonable and prudent person, statutory requirements, laws of the land and any other norms,
which are applicable from time to time.
5.1.4. The Concessionaire shall get prior approval of the Concessioning Authority in case of there is any
change in the facilities defined under the Project during the Concession Period.
5.1.5. The Hospital Site shall be used only for the purpose mentioned in Article 2. Any other usage of the site
shall not be permitted during the concession period without prior approval of the Concessioning
Authority
5.1.6. Without prejudice to Clauses 5.1.1 and 5.1.2 above the Concessionaire shall, at its own cost and
expense observe, undertake, comply with and perform, in addition to and not in derogation of, its
obligations elsewhere set out in this Agreement, the following:
(a) make, or cause to be made, necessary applications to the relevant Governmental

Agencies with such particulars and details, as may be required for obtaining all
Applicable Permits and obtain such Applicable Permits in conformity with the
Applicable Laws;
(b) procure, as required, the appropriate proprietary rights, licences, agreements and
permissions for materials, methods, processes and systems used or incorporated into
development and operations of the Project;
(c) not to damage any other infrastructure or any other utility developed by the
Concessioning Authority or any other utilities developed and maintained by any other
authority or person and in case of any such damage to undertake the repair and also to
pay for any losses that is incurred by the Concessioning Authority or any authority or
any other person, as the case may be.
(d) ensure and procure that the Concessionaire shall comply with all Applicable Permits
and Applicable Laws in the performance by them of any of the Concessionaires
obligations under this Agreement;
Page 18
(e) not to do or omit to do any act, deed or thing which may in any manner be violative of
any of the provisions of this Agreement;
(f) not to create any third party rights, except for the purpose of borrowing from banks, on
the land given on Concession for 50 years. But also to ensure that Government of
UP/Concessioning Authority are not adversely affected in any way;
(g) shall make payment towards the Concessioning Authority as per provisions of this
Agreement;
(h) Procure at its own costs, expenses and risk all services necessary for the construction
and operations of the Project including without limitation electricity, water, materials
and labour;
(i) shall ensure reservation in matters of employment as per applicable Government of UP
policies
(j) shall complete construction of the Project and get necessary approvals for commercial
operations within a period of 36 months from the Effective Date; and
(k) Transfer the Project assets in working condition on the date of termination of
Concession to the Concessioning Authority.
(l) The 1% of total revenue generation from the activities of the hospital shall be given to
the State Government funds to be utilized by the Medical and Health department for
the treatment of the BPL families starting the year of commercial operations.
5.2. Obligations relating to Other Agreements

5.2.1. It is expressly agreed that the Concessionaire shall, at all times, be responsible and liable for all its
obligations under this Agreement notwithstanding anything contained in any other agreement, and no
default under any agreement shall excuse the Concessionaire from its obligations or liability hereunder.
5.2.2. The Concessionaire may undertake development of Project by itself or through one or more
contractors possessing requisite technical, financial and managerial expertise/capability; but in
either case, the Concessionaire shall remain solely responsible to meet the scope of work as
mentioned under Article 2.1.
5.3. Obligations relating to Change in Ownership

The Concessionaire shall not undertake or permit any Change in Ownership, except with the prior
written approval of the Concessioning Authority as per the provisions of this Article 5.3.
5.3.1. No change in Consortium Members shall be allowed till the completion of the project or a minimum of 3
years (whichever is later). However, the Lead Consortium Member shall not be allowed to be changed
over the entire Concession Period and shall continue to hold 51% stake in the Consortium till the start of
Commercial Operations. The Lead Consortium Member shall be allowed to dilute the stake after the
commercial operations date with the approval of the Concessioning Authority such that the stake of the
Page 19
Lead Consortium Member in the consortium shall not fall below 26% at any time till the end of
Concession Period.
5.3.2. Each Consortium Member shall invest minimum 11% stake in SPV. None of the Consortium
Member shall be allowed to dilute its stake till the completion of the Project or a minimum of 3
years from the date of signing of the Concession Agreement (whichever is later).
5.3.3
Lead Consortium Member shall invest minimum 51% stake in the SPV. Lead Consortium Member shall
not be allowed to dilute its stake to a level below 51% till the start of commercial operations. The Lead
Consortium Member shall be allowed to dilute the stake after the commercial operations date with the
approval of the Concessioning Authority such that the stake of the Lead Consortium Member in the
consortium shall not fall below 26% at any time till the end of Concession Period.
This holds for the single entity bidder also and hence no bidder who has 100% equity in the Project can
dilute it to a level below 51% till the start of commercial operations. Remaining stake can be diluted as
per the provisions of Clause 5.3.3.
5.3.4 The Concessionaire may be allowed to novate the agreement after completion of three consecutive years
of commercial operations and realization of the full project land value ( at circle rates) by the
Concessioning Authority. The Concessionaire shall submit the details of the proposed novatee along
with its other qualifications (financial and technical capabilities) to the Concessioning Authorities for its
due approval. Novatee, the Concessionaire and the Concessioning Authority shall enter into a tripartite
agreement. Concessioning Authority shall reserve the right to reject any novation at any time. No
further novation shall be permitted
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Article 6.
Obligations of the Concessioning Authority
6.1. Obligations of the Concessioning Authority

6.1.1. The Concessioning Authority shall, at its own cost and expense, undertake, comply with and perform all
its obligations set out in this Agreement or arising hereunder.
6.1.2. The Concessioning Authority agrees to provide support to the Concessionaire and undertakes to
observe, comply with and perform, subject to and in accordance with the provisions of this Agreement
and the Applicable Laws, the following:
(a) upon written request from the Concessionaire, and subject to the Concessionaire
complying with Applicable Laws, provide all reasonable support and assistance to the
Concessionaire in procuring Applicable Permits required from any Government
Instrumentality for implementation and operation of the Project;
(b) upon written request from the Concessionaire, assist the Concessionaire in obtaining
access to all necessary infrastructure facilities and utilities, including water at rates and
on terms no less favourable to the Concessionaire than those generally available to
commercial customers receiving substantially equivalent services;
(c) extend the assistance of its good offices on a reasonable effort basis to assist the
Concessionaire in the provision of electricity;
(d) procure that no barriers are erected or placed on the Project site or the way towards
the Project site by the Concessioning Authority, by any Government Instrumentality or
persons claiming through or under it, except for reasons of Emergency or national
security, law;
(e) assist the Concessionaire in procuring Police assistance for regulation of movement of
any person on the Project site, removal of trespassers and for security of the material,
labour and machinery;
(f) not to do or omit to do any act, deed or thing which may in any manner be violative of
any of the provisions of this Agreement; and
(g) support, cooperate with and facilitate the Concessionaire in the implementation of the
Project.
6.1.3
The Concessioning Authority shall allow mortgage of project land by the Concessionaire for availing
financial assistance from funding agencies subject to the condition of receipt of 20% of the project land
value at circle rates upfront from the Concessionaire.
6.1.4
The GoUP shall provide single window clearances for all necessary approvals within the state and shall
facilitate the Concessionaire in getting clearances and approvals from any agency from outside the
state.
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Article 7.
Representations and Warranties
7.1. Representations and Warranties of the Concessionaire

The Concessionaire represents and warrants to the Concessioning Authority that:
(a) it is duly organized and validly existing under the laws of India, and has full power and
authority to execute and perform its obligations under this Agreement and to carry out
the transactions contemplated hereby;
(b) it has taken all necessary corporate and other actions under Applicable Laws to
authorize the execution and delivery of this Agreement and to validly exercise its rights
and perform its obligations under this Agreement;
(c) it has the financial standing and capacity to undertake the Project in accordance with
the terms of this Agreement;
(d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it
in accordance with the terms hereof, and its obligations under this Agreement will be
legally valid, binding and enforceable obligations against it in accordance with the
terms hereof;
(e) it is subject to the laws of India, and hereby expressly and irrevocably waives any
immunity in any jurisdiction in respect of this Agreement or matters arising there under
including any obligation, liability or responsibility hereunder;
(f) the information furnished in the Bid and as updated on or before the date of this
Agreement is true and accurate in all respects as on the date of this Agreement;
(g) the execution, delivery and performance of this Agreement will not conflict with, result
in the breach of, constitute a default under, or accelerate performance required by any
of the terms of its Memorandum and Articles of Association or any Applicable Laws or
any covenant, contract, agreement, arrangement, understanding, decree or order to
which it is a party or by which it or any of its properties or assets is bound or affected;
(h) there are no actions, suits, proceedings, or investigations pending or, to its knowledge,
threatened against it at law or in equity before any court or before any other judicial,
quasi-judicial or other authority, the outcome of which may result in the breach of this
Agreement or which individually or in the aggregate may result in any material
impairment of its ability to perform any of its obligations under this Agreement;
(i) it has no knowledge of any violation or default with respect to any order, writ, injunction
or decree of any court or any legally binding order of any Government Instrumentality
which may result in any material adverse effect on its ability to perform its obligations
under this Agreement and no fact or circumstance exists which may give rise to such
proceedings that would adversely affect the performance of its obligations under this
Agreement;
(j) it has complied with Applicable Laws in all material respects and has not been subject
to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in
the aggregate have or may have a material adverse effect on its ability to perform its
obligations under this Agreement;
Page 22
(k) the existing Lead Consortium Members hold not less than 51% (fifty one percent) of
its issued and paid up Equity and together with the existing consortium member hold
not less than 100% as on the date of this Agreement and the respective holding of
each Consortium Member conforms to the representation made by the Consortium and
accepted by the Concessioning Authority as part of the Bid and that no member of the
Consortium shall hold less than 11% (eleven per cent) of such as per the provisions of
Article 5.3;
(l) no order has been made and no resolution has been passed for the winding up of the
Concessionaire or for a provisional liquidator to be appointed in respect of the
Concessionaire and no petition has been presented and no meeting has been
convened for the purpose of winding up the Concessionaire. No receiver has been
appointed in respect of the Concessionaire or all or any of its assets. The
Concessionaire is not insolvent or unable to pay its debts as they fall due.
(m) no representation or warranty by it contained herein or in any other document
furnished by it to the Concessioning Authority or to any Government Instrumentality in
relation to Applicable Permits contains or will contain any untrue statement of material
fact or omits or will omit to state a material fact necessary to make such representation
or warranty not misleading; and
(n) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any
person by way of fees, commission or otherwise for securing the grant of land or
entering into this Agreement or for influencing or attempting to influence any officer or
employee of the Concessioning Authority in connection therewith.
(o) It shall not novate the Concession Agreement and any rights and obligation arising
therefrom to any party without any written approval from the Concessioning Authority.
7.2. Representations and Warranties of the Concessioning Authority

The Concessioning Authority represents and warrants to the Concessionaire that:
(a) it has full power and authority to execute, deliver and perform its obligations under this
Agreement and to carry out the transactions contemplated herein and that it has taken
all actions necessary to execute this Agreement, exercise its rights and perform its
obligations, under this Agreement;
(b) it has taken all necessary action under the Applicable Laws to authorise the execution,
delivery and performance of this Agreement;
(c) it has the financial standing and capacity to perform its obligations under the
Agreement;
(d) this Agreement constitutes a legal, valid and binding obligation enforceable against it in
accordance with the terms hereof;
(e) there are no actions, suits or proceedings pending or, to its knowledge, threatened
against it at law or in equity before any court or before any other judicial, quasi-judicial
or other authority, the outcome of which may result in the default or breach of this
Agreement or which individually or in the aggregate may result in any material
impairment of its ability to perform its obligations under this Agreement;
(f) it has no knowledge of any violation or default with respect to any order, writ, injunction
or any decree of any court or any legally binding order of any Government
Page 23
Instrumentality which may result in any material adverse effect on the Concessionaires
ability to perform its obligations under this Agreement;
(g) it has complied with Applicable Laws in all material respects;
(h) it has not entered into any other Agreement, contract, transaction, arrangement or
understanding in relation to the same Project or part of the Project with any third party,
or the sale, Concession assignment, or other disposition in whole or in part in respect
of the said land other than the disclosed in this Agreement;
(i) all information provided by it in the Tender Notice and invitation to bid in connection
with the Project is, to the best of its knowledge and belief, true and accurate in all
material respects;
(j) it has good and valid right for construction of the Project, and has power and authority
to give land on 50 years Concession to the Concessionaire; and
(k) upon the Concessionaire completing the Project as per this Agreement, and
performing the covenants herein, it shall not at any time during the 50 years
Concession, interfere with peaceful enjoyment of the land by the Concessionaire,
except in accordance with the provisions of this Agreement.
7.3. Disclosure
In the event that any occurrence or circumstance comes to the attention of either Party that
renders any of its aforesaid representations or warranties untrue or incorrect, such Party shall
immediately notify the other Party of the same. Such notification shall not have the effect of
remedying any breach of the representation or warranty that has been found to be untrue or
incorrect nor shall it adversely affect or waive any obligation of either Party under this
Agreement.
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Article 8.
Disclaimer
8.1. Disclaimer
8.1.1. The Concessionaire acknowledges that prior to the execution of this Agreement, the Concessionaire
has, after a complete and careful examination, made an independent evaluation of the Tender Notice,
Scope of the services to be provided, Project site, Specifications and Standards set for providing quality
of services, local conditions, possible demand and all information provided by the Concessioning
Authority, and has determined to its satisfaction the accuracy or otherwise thereof and the nature and
extent of difficulties, risks and hazards as are likely to arise or may be faced by it in the course of
performance of its obligations hereunder. Save as provided in Clause 7.2, the Concessioning Authority
makes no representation whatsoever, express, implicit or otherwise, regarding the accuracy and/or
completeness of the information provided by it and the Concessionaire confirms that it shall have no
claim whatsoever against the Concessioning Authority in this regard.
8.1.2. The Concessionaire acknowledges and hereby accepts the risk of inadequacy, mistake or error in or
relating to any of the matters set forth in Clause 8.1.1 above and hereby acknowledges and agrees that
the Concessioning Authority shall not be liable for the same in any manner whatsoever to the
Concessionaire or any person claiming through or under this Agreement.
Page 25
Article 9.
9.1. Performance Security

The Concessionaire has submitted to the Concessioning Authority Performance Guarantee of
Rs. 5,02,80,000/- (Rupees Five crores two lacs and eighty thousand only) in the form of a Bank
Guarantee in favor of Agra Development Authority, payable at Agra; the details of which are
given below:
The Performance Security shall be valid for a period of twelve months and shall be renewed
every year, at least 30 days prior to the last date. All charges, fees, costs and expenses
related to the Bank Guarantee shall be borne and paid by the Concessionaire. 25% of the
Performance Security in the form of bank guarantee shall be released to the Concessionaire
on the issuance of Construction Completion Certificate by the Concessioning Authority. The
next 25% of the Performance Security in the form of bank guarantee shall be released to the
Concessionaire on the start of Commercial Operation. The Concessionaire undertakes and
warrants to Concessioning Authority that the balance 50% of bank guarantee furnished as
above shall be irrevocable and shall continue to be effective and enforceable six months
beyond the period of six months from the date of the expiry of the Concession Period.
9.2. Appropriation of Performance Security

Upon occurrence of a Concessionaire Default, the Concessioning Authority shall, without
prejudice to its other rights and remedies hereunder or in law, be entitled to invoke and
appropriate the relevant amounts from the Performance Security as Damages for such
Concessionaire Default. Upon such invocation and appropriation from the Performance
Security, the Concessionaire shall, within 15 (fifteen) days thereof, replenish, in case of partial
appropriation, the Performance Security to its original level, and in case of appropriation of the
entire Performance Security provide a fresh Performance Security, as the case may be, and
the Concessionaire shall, within the time so granted, replenish or furnish fresh Performance
Security as aforesaid failing which the Concessioning Authority shall be entitled to terminate
this Agreement in accordance with Article 13.
9.3. Release of Performance Security

25% of the Performance Security in the form of bank guarantee shall be released to the
Concessionaire on the issuance of Construction Completion Certificate by the Concessioning
Authority. The next 25% of the Performance Security in the form of bank guarantee shall be
released to the Concessionaire on the start of Commercial Operation. The balance 50% of
the Performance Security in the form of bank guarantee shall remain in force and effect
beyond the period of six months from the date of the expiry of the Concession Period. It shall
be duly discharged and released to the Concessionaire beyond the period of six months from
the date of expiry of the Concession Period and transfer of the Project along with the land
toADA
The performance security in the form of bank guarantee shall be renewed every year till the
end of the Concession Period and transfer of the Project along with the land to ADA. If the
Page 26
Agreement is terminated due to any event other than a Concessionaire Event of Default, the
Performance Security shall, subject to the Concessioning Authoritys right to receive or
recover amounts, if any, due from the Concessionaire under this Agreement, be duly
discharged and released to the Concessionaire.
Page 27
Article 10.
Access on Project Site
10.1. Project Site

The Project site shall comprise of the land as described in Schedule- 1 and which shall be
given on Concession by the Concessioning Authority to the Concessionaire for the initial period
of 30 years renewable every thirty years upto a maximum of 90 years including construction period.
10.1.1. The Concessioning Authority on providing the performance security and signing this Agreement, shall
within 15 days, give on Concession to the Concessionaire, the Project site for the initial period of 30
years renewable every thirty years upto a maximum of 90 years for the Scope of the Project as
mentioned in Article 2.
10.1.2. It is being expressly agreed and understood that the Concessioning Authority shall have no liability
whatsoever in respect of survey and investigations carried out or work undertaken by the
Concessionaire pursuant hereto in the event of Termination or otherwise.
10.1.3. It is expressly agreed that the rights granted hereunder shall terminate automatically and forthwith,
without the need for any action to be taken by the Concessioning Authority to terminate the rights,
upon the Termination of this Agreement for any reason whatsoever.
10.1.4. It is expressly agreed that mining rights do not form part of the rights granted to the Concessionaire
under this Agreement and the Concessionaire hereby acknowledges that it shall not have any mining
rights or any interest in the underlying minerals on or under the area where cable have been laid. For
the avoidance of doubt, mining rights mean the right to mine any and all minerals or interest therein.
10.2. Others
10.2.1. Access to the Concessioning Authority and any person appointed as the Engineers / consultants
appointed by Concessioning Authority
The right of way granted for construction on the Project site shall always be subject to the right of
access of the person appointed by the Concessioning Authority for inspection, viewing and exercise
of their rights and performance of their obligations under this Agreement.
10.2.2.
Special/temporary right of way
The Concessionaire shall bear all costs and charges for any special or temporary right of way
required by it in connection with access to the Project Site. The Concessionaire shall obtain
at its cost such facilities on or outside the Site as may be required by it for the purposes of
the Construction and the performance of its obligations under this Agreement.
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Article 11.
Construction on the Project Site
11.1. Obligations prior to the commencement of any work

Prior to commencement of any work, the Concessionaire shall:
(a) submit to the Concessioning Authority time schedule for completion;
(b) appoint its representative duly authorised to deal with the Concessioning Authority in
respect of all matters under or arising out of or relating to this Agreement;
(c) Undertake, do and perform all such acts, deeds and things as may be necessary or
required before commencement of any work under and in accordance with this
Agreement, the Applicable Laws and Applicable Permits; and
(d) Procure all such approvals/consents/permits as necessary as per applicable laws
11.2. Project Start and Completion date

11.2.1. On or after the Effective Date, the Concessionaire shall undertake construction of Project. The 36th
month from the Effective Date shall be the scheduled date for completion of the Project ( 150 beds
and allied services and the next 24 months for the remaining 150 beds) and the Concessionaire
agrees and undertakes that Project shall be completed on or before the Scheduled Date.
11.2.2. In the event that Project is not completed by the Scheduled Completion Date, unless the delay is on
account of reasons solely attributable to the Concessioning Authority or due to Force Majeure, the
Concessioning Authority shall encash 10% of the Performance Security amount per month, for a
maximum period of six months after which Concessioning Authority shall be entitled to terminate this
Agreement. . The Performance Security shall be replenished by the Concessionaire as soon the
Performance Security is encashed by the Concessioning Authority.
11.3. Completion Certificate

The Concessionaire after completion of the Project shall inform in writing to the Concessioning
Authority that it has completed the construction as per Project scope. The Concessioning
Authority shall issue the Completion Certificate, after which the Concessionaire can start the
commercial operations.
11.4. Delay in commercial operations

If the commercial operations for the Project are not achieved within the stipulated time period for reasons
not attributable to the Concessionaire, the Concessioning Authority shall determine any extension of the
dates set forth in the commercial operations time schedule to which the Concessionaire is reasonably
entitled. The Concessioning Authority shall extend such dates and the Concession Period shall deemed to
be extended by a period equal in length to the period extended.
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Article 12.
Force Majeure
12.1. Force Majeure

As used in this Agreement, the expression Force Majeure or Force Majeure Event shall
mean occurrence in India of any or all of events, as defined in Clause 12.2, if it affects the
performance by the Party claiming the benefit of Force Majeure (the Affected Party) of its
obligations under this Agreement and which act or event (i) is beyond the reasonable control
of the Affected Party, and (ii) the Affected Party could not have prevented or overcome by
exercise of due diligence and following Good Industry Practice, and (iii) has Material Adverse
Effect on the Affected Party.
12.2. Force Majeure Events

A Force Majeure Event shall mean one or more of the following acts or events:
(a) act of God, plague, lightning, earthquake, landslide, cyclone, flood, volcanic eruption,
radioactive contamination;
(b) an act of war (whether declared or undeclared), invasion, armed conflict or act of
foreign enemy)
(c) any failure of another service provider to the extent caused by any of the Force
Majeure Event mentioned above affecting the performance of the Agreement;
(d) any event or circumstances of a nature analogous to any of the foregoing;
12.3. Duty to Report Force Majeure Event

Upon occurrence of a Force Majeure Event, the Affected Party shall by notice report such
occurrence to the other Party forthwith. Any notice pursuant hereto shall include full particulars
of:
(a) the nature and extent of each Force Majeure Event with evidence in support thereof;
(b) the estimated duration and the effect or probable effect which such Force Majeure
Event is having or will have on the Affected Partys performance of its obligations
under this Agreement;
(c) the measures which the Affected Party is taking or proposes to take for alleviating the
impact of such Force Majeure Event; and
(d) any other information relevant to the Affected Partys claim.
The Affected Party shall not be entitled to any relief under the Agreement for or in respect of a
Force Majeure Event unless it shall have notified the other Party of the occurrence of the
Force Majeure Event as soon as reasonably practicable, and in any event not later than 24
(twenty four) hours after the Affected Party knew, or ought reasonably to have known, of its
occurrence, and shall have given particulars of the probable material effect that the Force
Majeure Event is likely to have on the performance of its obligations under this Agreement.
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12.4. Effect of Force Majeure Event

Upon the occurrence of any Force Majeure Event the period set forth for the Project
Completion Date shall be extended by a period equal in length to the duration of the Force
Majeure Event.
12.5. Allocation of Costs Arising out of Force Majeure

Upon occurrence of any Force Majeure Event, the Parties shall bear their respective costs and
no Party shall be required to pay to the other Party any costs thereof. Neither Party shall be
liable in any manner whatsoever to the other Party in respect of any loss, damage, cost,
expense, claims, demands and proceedings relating to or arising out of occurrence or
existence of any Force Majeure Event or exercise of any right pursuant hereto.
12.6. Dispute Resolution

In the event that the Parties are unable to agree in good faith about the occurrence or
existence of a Force Majeure Event, such Dispute shall be finally settled in accordance with
the Dispute Resolution Procedure as mentioned in Article 15; provided that the burden of proof
as to the occurrence or existence of such Force Majeure Event shall be upon the Party
claiming relief and/or excuse on account of such Force Majeure Event.
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Article 13.
Termination
13.1. Termination for Concessionaire Default

Save as otherwise provided in this Agreement, in the event that any of the defaults specified
below shall have occurred, and the Concessionaire fails to cure the default within the Cure
Period set forth below, or where no Cure Period is specified, then within a Cure Period of 15
(fifteen) days, the Concessionaire shall be deemed to be in default of this Agreement (a
Concessionaire Default), unless the default has occurred solely as a result of any breach of
this Agreement by the Concessioning Authority or due to Force Majeure event. The defaults
referred to herein shall include:
(a) the Performance Security has been partially or fully invoked and appropriated by the
Concessioning Authority as per the Concession Agreement and the Concessionaire
fails to replenish or provide fresh Performance Security within a Cure Period of 15
(fifteen) days;
(b) the Concessionaire does not make payment to the Concessioning Authority and
remains in default for a period of more than 15 days from the due date of payment;
(c) the Concessionaire does not complete the Project as per the date mentioned in the
Agreement and continues to be in default for 180 (One Hundred and Eighty) days;
(d) the Concessionaire does not construct and operate any of the items mentioned in the
scope of work;
(e) the Concessionaire abandons or manifests intention to abandon the Project without
prior written consent of the Concessioning Authority;
(f) the Concessionaire has failed to make any payment towards damages to any user or
any utility within the period specified in this Agreement;
(g) the Concessionaire repudiates this Agreement or otherwise takes any action or
evidences or conveys an intention not to be bound by the Agreement;
(h) Change in management control of the Concessionaire Company which according to
the Concessioning Authority may have material adverse effect towards the completion
of the Project.
(i) the Concessionaire is adjudged bankrupt or insolvent, or if a trustee or receiver is
appointed for the Concessionaire or for the whole or material part of its assets at any
time before the Scheduled Project Completion Date;
(j) the Concessionaire has been, or is in the process of being liquidated, dissolved,
wound-up, amalgamated or reconstituted in a manner that would cause, in the
reasonable opinion of the Concessioning Authority, a Material Adverse Effect;
(k) a resolution for winding up of the Concessionaire is passed, or any petition for winding
up of the Concessionaire is admitted by a court of competent jurisdiction and a
provisional liquidator or receiver is appointed and such order has not been set aside
within 90 (ninety) days of the date thereof or the Concessionaire is ordered to be
wound up by Court;
Page 32
(l) the Concessionaire has failed to fulfill any obligation, for which failure Termination has
been specified in this Agreement; or
(m) the Concessionaire commits a material default in complying with any other provision of
this Agreement.
(n) The Concessionaire novates and / or assigns the agreement to any third party without
any prior written approval from the Concessioning Authority.
13.2. Procedure to issue Termination Notice

Without prejudice to any other rights or remedies which the Concessioning Authority may have
under this Agreement, upon occurrence of a Concessionaire Default, the Concessioning
Authority shall be entitled to terminate this Agreement by issuing a Termination Notice to the
Concessionaire; provided that before issuing the Termination Notice, the Concessioning
Authority shall by a notice inform the Concessionaire of its intention to issue such Termination
Notice and grant 15 (fifteen) days to the Concessionaire to make a representation, and may
after the expiry of such 15 (fifteen) days, whether or not it is in receipt of such representation,
issue the Termination Notice.
13.3. Effect of Termination

Upon Termination as per article 13.1, the Concessionaire hereby acknowledges that no
Termination Payment shall be due or payable by the Concessioning Authority. Concessionaire
acknowledges that within 10 days of termination, the Concessionaire vacates the Project site.
Concessionaire acknowledges that once the agreement is terminated the land allocated shall
be returned back to the Concessioning Authority. In such case, the lease deed will stand
cancelled ipso facto and land is returned back to the Concessioning Authority automatically.
The entire construction made by the Concessionaire till that date on the Project site as part of
the scope of work shall get transferred without any consideration to the Concessioning
Authority. Concessioning Authority at its own discretion may repay the consideration already
paid by the Concessionaire after adjusting for any direct or indirect losses that Concessioning
Authority might have incurred due to delay in completion of the Project. No liability with respect
to the land or assets shall devolve on Concessioning Authority.
13.4. Other Rights and Obligations of the Concessioning Authority

Upon Termination for any reason whatsoever, the Concessioning Authority shall:
(a) be deemed to have taken possession and control of the Project site and any
construction made on such site till the date of termination;
(b) take possession and control of all materials, stores, implements and construction on or
about the Project;
(c) be entitled to restrain the Concessionaire and any person claiming through or under
the Concessionaire from entering upon the Project Site or any part of the Project; and
(d) Invoke the Performance Security as part Damages.
In case termination is done by the Concessioning Authority not because of the default of the
Concessionaire, then in such condition the Concessioning Authority will pay for all the financial
Page 33
loses incurred by the Concessionaire and the quantum of the financial losses will be decided by
the Arbitrator as per Clause 15.3.
13.4 A
The Concessioning Authority shall have at all times right to reject any name which has been
proposed in relation to the novation of this agreement
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Article 14.
Liability and Indemnity
14.1. General indemnity

The Concessionaire will indemnify, defend, save and hold harmless the Concessioning
Authority and its officers, employees, agents and consultants against any and all suits,
proceedings, actions, demands and third party claims for any loss, damage, cost and expense
of whatever kind and nature arising out of any breach by the Concessionaire of any of its
obligations under this Agreement or any related Agreement, except to the extent that any such
suits, proceedings, actions, demands and claims have arisen due to any negligent act or
omission, or breach of this Agreement on the part of the Concessioning Authority indemnified
persons.
14.2. Liability of Concessioning Authority

The Concessioning Authority will indemnify, defend, save and hold harmless the
Concessionaire against any and all suits, proceedings, actions, demands and third party
claims for any loss, damage, cost and expense of whatever kind and nature arising out of
(a)
(b)
defect in title and/or the rights of the Concessioning Authority in the land given on
Concession to the Concessionaire
breach by the Concessioning Authority of any of its obligations under this Agreement
or any related Agreement, which materially and adversely affect the performance by
the Concessionaire of its obligations under this Agreement, save and except that
where any such claim, suit, proceeding, action, and/or demand has arisen due to a
negligent act or omission, or breach of any of its obligations under any provision of this
Agreement or any related Agreement and/or breach of its statutory duty on the part of
the Concessionaire, its subsidiaries, affiliates, contractors, employees or agents and
the same shall be the liability of the Concessionaire.
14.3. Indemnity by the Concessionaire

Without limiting the generality of Clause 14.1, the Concessionaire shall fully indemnify, hold
harmless and defend the Concessioning Authority from and against any and all loss and/or
damages arising out of or with respect to:
(a)
(b)
(c)
(d)
failure of the Concessionaire to comply with Applicable Laws and Applicable Permits;
payment of taxes required to be made by the Concessionaire in respect of the income
or other taxes of the Concessionaires contractors, suppliers and representatives; or
non-payment of amounts due as a result of materials or services furnished to the
Concessionaire or any of its contractors which are payable by the Concessionaire or
any of its contractors.
Breach by the Concessionaire of any of the obligations under this Agreement.
Page 35
14.4. No consequential claims

Notwithstanding anything to the contrary contained in this Article 14, the indemnities herein
provided shall not include any claim or recovery in respect of any cost, expense, loss or
damage of an indirect, incidental or consequential nature, including loss of profit, except as
expressly provided in this Agreement.
14.5. Survival on Termination

The provisions of this Article 14 shall survive Termination.
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Article 15.
Dispute Resolution
15.1. Dispute resolution

15.1.1. Any dispute, difference or controversy of whatever nature howsoever arising under or out of or in
relation to this Agreement (including its interpretation) between the Parties, and so notified in writing
by either Party to the other Party (the Dispute) shall, in the first instance, be attempted to be
resolved amicably in accordance with the conciliation procedure set forth in Clause 15.2.
15.1.2. The Parties agree to use their best efforts for resolving all Disputes arising under or in respect of this
Agreement promptly, equitably and in good faith, and further agree to provide each other with
reasonable access during normal business hours to all non-privileged records, information and data
pertaining to any Dispute.
15.2. Conciliation
In the event of any Dispute between the Parties, either Party may call upon the Vice Chairman
of the Concessioning Authority to mediate and assist the Parties in arriving at an amicable
settlement thereof. Failing mediation by the Vice Chairman of the Concessioning Authority
within 7 (seven) days from the date of reference to discuss and attempt to amicably resolve
the Dispute , either Party may require such Dispute to be referred to the Principle Secretary,
Housing for amicable settlement. If the Dispute is not resolved as evidenced by the signing of
written terms of settlement within 30 (thirty) days of the notice in writing referred to in Clause
15.1.1 or such longer period as may be mutually agreed by the Parties, either Party may refer
the Dispute to arbitration in accordance with the provisions of Clause 15.3.
15.3. Arbitration
15.3.1. Any Dispute which is not resolved amicably by conciliation, as provided in Clause 15.2, shall be
decided by reference to Arbitral Tribunal appointed in accordance with Clause 15.3.2. Arbitration shall
be held in accordance with the provisions of Arbitration and Conciliation Act, 1996 .The venue of
arbitration shall be Agra, and the language of arbitration proceedings shall be English.
15.3.2. The Arbitral Tribunal shall consist of three arbitrators. Each Party shall appoint one arbitrator, and the
third arbitrator shall be appointed by the two arbitrators so appointed, and in the event of
disagreement between the two arbitrators, the appointment shall be made in accordance with the
Arbitration and Conciliation Act, 1996.
15.3.3. The arbitrators shall make a reasoned award (the Award). Any Award made in any arbitration held
pursuant to this Article 15 shall be final and binding on the Parties as from the date it is made, and the
Page 37
Concessionaire and the Concessioning Authority agree and undertake to carry out such Award
without delay.
15.3.4. The Concessionaire and the Concessioning Authority agree that an Award may be enforced against
the Concessionaire and/or the Concessioning Authority, as the case may be, and their respective
assets wherever situated.
15.3.5. This Agreement and the rights and obligations of the Parties shall remain in full force and effect,
pending the Award in any arbitration proceedings hereunder.
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Article 16.
Miscellaneous
16.1. Governing Law and Jurisdiction

This Agreement shall be construed and interpreted in accordance with and governed by the
laws of India, and the courts at Agra shall have jurisdiction over matters arising out of or
relating to this Agreement.
16.2. Waiver of Immunity

Each Party unconditionally and irrevocably:
(a)
agrees that the execution, delivery and performance by it of this Agreement constitute
commercial acts done and performed for commercial purpose;
(b)
agrees that, should any proceedings be brought against it or its assets, property or
revenues in any jurisdiction in relation to this Agreement or any transaction
contemplated by this Agreement, no immunity from such proceedings shall be claimed
by or on behalf of the Party with respect to its assets;
(c)
waives any right of immunity which it or its assets, property or revenues now has, may
acquire in the future or which may be attributed to it in any jurisdiction;
16.3. Delayed Payments

The Parties hereto agree that payments due from one Party to the other Party under the
provisions of this Agreement shall be made within the period set forth therein, and if no such
period is specified, within 15 (fifteen) days of receiving a demand along with the necessary
particulars. In the event of delay beyond such period, the defaulting Party shall pay penalty for
the period of delay calculated at a rate equal to 12% per annum, and recovery thereof shall be
without prejudice to the rights of the Parties under this Agreement including Termination
thereof.
16.4. Waiver
16.4.1. Waiver, including partial or conditional waiver, by either Party of any default by the other Party in the
observance and performance of any provision of or obligations under this Agreement:-
(a)
shall not operate or be construed as a waiver of any other or subsequent default hereof
or of other provisions or obligations under this Agreement;
(b) shall not be effective unless it is in writing and executed by a duly authorised
representative of the Party; and
(c) shall not affect the validity or enforceability of this Agreement in any manner.
16.4.2. Neither the failure by either Party to insist on any occasion upon the performance of the terms,
conditions and provisions of this Agreement or any obligation thereunder nor time or other indulgence
Page 39
granted by a Party to the other Party shall be treated or deemed as waiver of such breach or
acceptance of any variation or the relinquishment of any such right hereunder.
16.5. Liability for Inspection of Documents

Except to the extent expressly provided in this Agreement:
(a)
no review, comment or inspection by the Concessioning Authority of any document submitted

by the Concessionaire nor any observation or inspection of any document or operations
conducted at the Project Site hereunder shall relieve or absolve the Concessionaire from its
obligations, duties and liabilities under this Agreement, the Applicable Laws and Applicable
Permits; and
(b)
the Concessioning Authority shall not be liable to the Concessionaire by reason of any review,
comment, approval, observation or inspection referred to in Sub clause (a) above.
16.6. Exclusion of Implied Warranties etc.

This Agreement expressly excludes any warranty, condition or other undertaking implied at law
or by custom or otherwise arising out of any other Agreement between the Parties or any
representation by either Party not contained in a binding legal Agreement executed by both
Parties.
16.7. Survival
16.7.1.
Termination shall:
(a)
not relieve the Concessionaire or the Concessioning Authority, as the case may be, of any
obligations hereunder which expressly or by implication survive Termination hereof; and
(b)
except as otherwise provided in any provision of this Agreement expressly limiting the liability
of either Party, not relieve either Party of any obligations or liabilities for loss or damage to the
other Party arising out of or caused by acts or omissions of such Party prior to the
effectiveness of such Termination or arising out of such Termination.
All obligations surviving Termination shall only survive for a period of 5 (five) years following
the date of such Termination.
16.7.2.
16.8. Entire Agreement

This Agreement and the Schedules together constitute a complete and exclusive statement of
the terms of the Agreement between the Parties on the subject hereof, and no amendment or
modification hereto shall be valid and effective unless such modification or amendment is
agreed to in writing by the Parties and duly executed by persons especially empowered in this
behalf by the respective Parties. All prior written or oral understandings, offers or other
communications of every kind pertaining to this Agreement are abrogated and withdrawn.
Page 40
16.9. Severability
If for any reason whatever, any provision of this Agreement is or becomes invalid, illegal or
unenforceable or is declared by any court of competent jurisdiction or any other instrumentality
to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining
provisions shall not be affected in any manner, and the Parties will negotiate in good faith with
a view to agreeing to one or more provisions which may be substituted for such invalid,
unenforceable or illegal provisions, as nearly as is practicable to such invalid, illegal or
unenforceable provision. Failure to agree upon any such provisions shall not be subject to the
Dispute Resolution Procedure set forth under this Agreement or otherwise.
16.10. No partnership
This Agreement shall not be interpreted or construed to create an association, joint venture or
partnership between the Parties, or to impose any partnership obligation or liability upon either
Party, and neither Party shall have any right, power or authority to enter into any Agreement or
undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to
otherwise bind, the other Party.
16.11. Third Parties

This Agreement is intended solely for the benefit of the Parties, and nothing in this Agreement
shall be construed to create any duty to, standard of care with reference to, or any liability to,
any person not a Party to this Agreement, unless expressly provided in this Agreement.
16.12. Successors and Assigns

This Agreement shall be binding upon, and inure to the benefit of the Parties and their lawful
successors, as per the provisions of this Agreement.
16.13. Notices
Unless otherwise stated, all notices, approvals, instructions and other communications for the
purposes of this Agreement shall be given in writing and may be given by facsimile, by
personal delivery or by sending the same by prepaid registered mail addressed to the Party
concerned at its address stated in the title of this Agreement or the fax numbers set out below
and/or any other address subsequently notified to the other Parties for the purposes of this
clause 16.14 and shall be deemed to be effective (in the case of registered mail) 10 calendar
days after posting, (in the case of facsimile) two Business Days after receipt of a transmission
report confirming dispatch or (in the case of personal delivery) at the time of delivery.
If to Concessioning Authority:
Address
: Agra Development authority

Jaipur House, Agra
Uttar Pradesh
Tel: No. 0091-0562-2511178, 0562-511017
Fax No. :
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Attention
: Vice Chairman
If to the Concessionaire:
Address
Telephone
Fax
Attention
:
:
:
:
16.14. Language
All notices required to be given by one Party to the other Party and all other communications,
Documentation and proceedings which are in any way relevant to this Agreement shall be in
writing and in English or Hindi language.
16.15. Counterparts
This Agreement may be executed in two counterparts, each of which, when executed and
delivered, shall constitute an original of this Agreement.
16.16. Validity
This Agreement shall be valid for the entire concession period
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED

THIS AGREEMENT AS OF THE DAY, MONTH AND YEAR FIRST ABOVE
WRITTEN.
SIGNED, SEALED AND
SIGNED, SEALED AND
DELIVERED
DELIVERED
Concessioning Authority (Agra Development

Authority) by:
CONCESSIONAIRE by:
(Signature)
(Signature)
(Name)
(Name)
(Designation)
(Designation)
In the presence of:

1.
Page 42
2.
Schedule 1. Project Site

Details of Site
Location Map
Page 43
Schedule 2. Technical Schedule

The proposed Multi specialty hospital at Agra shall have 300 beds. Atleast four specialties from the following
disciplines shall be developed in the Hospital.
Sr. No.
1
2
3
4
5
6
7
8
9
10
Trauma Care
Kidney Transplant (Hemodialysis)
Neurology unit
Obs & Gynecology
Pediatric unit (with NICU Neonetal Intensive Care unit)
Cancer unit
The Concessionaire may also develop additional specialties other than those mentioned above. The hospital
shall also have a round the clock emergency unit.
Accreditation
Keeping in view that the hospital services should be world class, it is proposed that the hospital shall apply for
JCI (joint Commission International) accreditation and obtain the same within five years from the date of
operation. The Concessionaire should plan the facilities, manpower and the service standards to meet the
stringent quality standards laid down by JCI. The Concessionaires proposed plan to meet the norms of JCI shall
be presented to Agra Development Authority.
A. Planning
The hospital shall be developed with 300 bed capacity within 24 months from the Effective Date.
The hospital shall be planned in accordance with the Development Control Regulations applicable to the
region and norms if any prescribed by the Medical Council of India, Ministry of Health and Family
Welfare and the State Health Department.
The developer shall obtain necessary clearances and approval for the plans from the relevant authority
as per the requirements.
Service Apartments can be provided within the hospital complex to cater to the needs of the patients
and their relatives.
Page 44
Institute offering Laboratory Technician courses, Nursing courses can also be developed within the
hospital complex.
Restaurants, ATMs, Pharmacy for the convenience of the patients can be provided within the hospital
complex.
Research Institutes can also be setup in the hospital complex.
B. Designing
Modular design to enable addition of new departments, least disturbance to existing facilities, quality,
and added benefits of economy of scale shall be preferred.
Architectural design norms as per NBC (National Building Code 2005)
Structural Design norms as per NBC and BIS (Bureau of Indian Standards)
Services design norms as per CPEEHO (Central Public Health and Environmental Engineering
Organisation), NBC and BIS
In case of contradiction between the JCI Accreditation standards and the Design Norms specified above, the
former shall prevail.
C. Construction
The construction shall be strictly as per the design norms specified above.
Page 45
Request for Proposal for Design, Build, Finance, Operate and Transfer Multi Specialty Hospital in Agra
Techno Economic Feasibility Report
Request for Proposal Volume III: TEFR
Page 1
1.
Introduction:
Being centrally located on the national map, Agra forms an important regional urban center. Its central location
makes it a major transport node at the regional level as well as national level. This has also led to an extremely
rapid and hap-hazard growth and development pattern.
The biggest resource for Uttar Pradesh is its large human resource and there is urgent need to invest in human
capital if the State is to improve its ranking on Human Development Index and the country is to attain the
Millennium Development Goals by 2015. Improvement in Health outcomes is an important part of the
Development strategy of the State and, hence, the State Government is taking several steps to remedy the
situation.
Agra needs world class health care establishments to enhance the capability in delivering healthcare to masses.
Agra development Authority aims to establish a multi-speciality Hospital at Shastri Puram near Sikandara. The
total land identified for this purpose is 5 acres. The proposed Hospital offers an attractive investment opportunity
for the private sector.
Development Objectives:
Bridge the deficiencies in Public Health system
Provide Health care to people, a crucial development input.
To tap the potential of the Private Sector in providing health care.
To regulate the public sector investment in Health care.
2.
Need of Project:
Deficiencies in Public health system in providing health care facilities to the population is known. Healthcare is a
crutial development input. The potential of private sector in providing health care facilities is still not fully tapped.
Collaboration with the private sector in providing health facilities has generated many challenges and
opportunities. Agra needs world class health care establishments and the role of private hospitals will only
enhance our capacity in delivering healthcare to the masses.
In spite of the entry of some major health care players, the city still laks high quality medical infrastructure at
affordable prices. The city is weak in Trauma and Critical care, Burn treatments and Plastic surgery.
3.
City Profile:
Location and Connectivity

The city of Agra is situated on the Western Bank of river Yamuna on National Highway (NH-2) at about 200 Kms
from Delhi in the state of Uttar Pradesh. In the east, Agra is connected to Kanpur through NH-2 and in the south,
it is connected to Gwalior through NH-3 and in the north, it is connected with Aligarh through NH- 93 and in the
west, Agra is connected to Fatehpur Sikri through NH-11.
Page 2
Agra
is
Location of Agra in India
Regional setting of Agra city
geographically located at 2712' North latitudes and 7812' East longitudes. It has an extremely strategic location
on the confluence of three distinct geo-physical regions namely the plain of Uttar Pradesh, the plateau of Madhya
Pradesh and the desert of Rajasthan. The city also falls in the center of the four-culture areas- Braj,
Bundelkhand, Rajputana and western U.P. Both these factors have played significant roles in shaping the life
and history of the city
Connectivity of Agra city
Page 3
Historical Background
Agra city is of historic importance, which is amply evident from the numerous historical monuments in and around
the city. The Hindu epic Mahabharata refers to it as Agraban, part of Brij Bhoomi, the homeland of Lord Krishna.
The earliest recorded history of Agra, is its establishment by a local king in 1475. The city was the capital seat of
Mughals in ancient times. The heritage of the city is linked with the Mughal dynasty but numerous other rulers
also contributed to the rich past of this city. Agra was founded by Sikandar Lodi in the 16th century. It grew into
an important power centre under the Delhi Sultan Sikandar Lodi and he shifted his capital from Delhi in 1504.
Babar also stayed in Agra for some time and introduced the concept of square Persian-styled gardens. Emperor
Akbar built Agra fort and Jehangir did the beautification with gardens and palaces. The city has a proud
possession of Taj Mahal as one of the seven wonders of the world, now declared as World Heritage Site. The
post-Mughal era of Agra saw the rule of Jats, Marathas and finally the British taking over the city. In addition to its
historic importance, Agra is a main center of political, economic, commercial and cultural activities.
Physical Characteristics
The river Yamuna enters the city from the north-east corner, flows towards south for some distance and then
turns towards east. The general slope is from west to east in CIS-Yamuna area on the right bank of the river
Yamuna.
The climate of Agra city is extreme and tropical. During summer season the maximum temperature of the city
rises to 47C and drops down to minimum of 30C during winter season. The city receives moderate to high
rainfall with an average yearly rainfall of about 686 mm. The ground levels at Agra vary from RL 150 m to 170m.
The strata consist of mainly sandy soil. The sub-soil water level is generally 6 to 8 m below ground level.
The city stretches for about 9.0 kms along the Yamuna river. The major part of the city is on the Western side of
Yamuna and has grown beyond the river on the eastern side and is called the Trans Yamuna area while the
original part is called as CIS Yamuna.
Significance of tourism in Agra

Agras importance on tourist map cannot be underestimated; it is one of the key tourist destinations attracting
tourists from all over the world. The city forms one edge of the prime tourist circuit in India- the so-called Golden
Triangle, the other two cities being Delhi and Jaipur. The city is rich in its art, heritage and culture, which are also
reflected in its historical monuments. This makes the city as one of the most attractive tourist places of the
country. The Agra city currently has three world heritage sites: the Taj Mahal, Agra Fort and Fatehpur Sikri. This
entire area is called Taj Trapezium (TTZ), a 10,400 sq. km area around the monument where industrial business
is limited.
Golden Triangle
Page 4
Tourist Destinations
The city has huge tourism potential due to the Taj Mahal. The city has numerous monuments of historical
importance that give impetus to the tourism in the city. The major tourist spots in the city include Taj Mahal,
Fatehpur Sikri, forts, temples, etc. Radha Swami Samadhi, Dayal Bagh, Ram Bagh, Jama Masjid, Mehtab Bagh,
Itmad-ud-Daulah, Sikandara, Mariyams Tomb, Mankameshwar Mandir, Rawali, Kailash Mandir, Balkeshwar
Mandir, Baptist Church, Sai-ka-Takia are also major attraction spots for tourists and devotees.
Population Growth
The population of Agra city is 12.75 lakhs as per Census 2001 with a decadal growth rate of 30.37 per cent.
During the post-independence period commerce showed a phenomenal increase with the associated industrial
development and establishment of industrial estate, which resulted in the increase of city population. In last four
decades, the decadal growth rate was maximum of 32.15 per cent during 1971-81. The population projection for
the year 2021 has been taken as 22.69 lakhs.
Population growth-Agra
14
12.75
Population in lakhs
12
9.78
10
Population and
Growth RateAgra
7.81
8
6
4
5.91
4.62
2
0
Year 1961
1971
Year
Population (lakhs)
1961
4.62
1971
5.91
1981
7.81
1991
9.78
2001
12.75
Population projection (estimated)
2006
14.93
2011
17.53
2016
19.88
2021
22.69
Source: Census of India, 2001
1981
1991
2001
Growth Rate (%)

27.92
32.15
25.22
30.37
-
Composition of Growth
It has been observed that the population of the city has increased at different growth rates. In 1981 the Nagar
Nigam area has extended from 61.80 sqkm to 141.0 sqkm. The population increased during 1971-81shows
72.93 per cent natural increase and about 27.07 per cent in-migration, which show about 27.92 per cent total
increase.
Page 5
Composition of Growth
Year
Population increase during

1971-81
% of total 1981-91
Natural Increase
4.31
72.93
In-migration
1.6
27.07
Jurisdictional change Total Increase
5.91
100.00
7.81
Source: Census of India
% of total
-
1991-2001
9.78
% of total
-
Density
The administrative limits of the Nagar Nigam Agra encompass an area of 141.0 sq. km with a population density
of about 9043 persons per sq. km as per 2001 census. A comparison of the gross density of the city clearly
indicates an increasing trend from the year 1981 to 2001. The density has shown a sudden decrease because
Nagar Nigam area has increased more than two times whereas the population has not increased to that extent.
The old city areas where the settlements started flourishing from the Mughal period like Lohamandi, Shahganj
are highly congested while the density is lowest in colonial Agra. The large open areas between the fort and the
Taj has remained undeveloped because it is the most low-lying area and hence more prone to floods.
Population Density
Year
Population (lakhs)
1961
4.62
1971
5.91
1981
7.81
1991
9.78
2001
12.75
Source: Census of India, 2001
Area (sqkm)
61.80
61.80
141.00
141.00
141.00
Gross Density
7476
9563
5539
6936
9043
Thus, it can be seen that the density in the mixed land use areas of the Mughal city is the maximum while in the
institutional colonial areas it is the minimum. The density in these areas is as high as compared to the other parts
of the city.
Infrastructure Facilities in Agra
Existing Linkages
Agra is well connected by air, rail and road network. The city is on daily route of Indian Airlines and is only 30
minutes flight from Delhi. It is also on the main Delhi-Mumbai broad gauge (BG) railway line and well connected
by BG to major cities like: Bharatpur, Gwalior and Kanpur. Agra is served by seven railway stations: Raja-kiMandi, Agra Cantonment, Agra City, Agra Fort, Idgah, Yamuna Kinara and Bilochpura and 3 bus stations (Agra
Fort, Idgah and Transport Nagar). The city is falling on the corridor of Golden Quadrilateral under the ever since
major scheme of NHDP. Moreover it is located on the junction of four National Highways namely Delhi - Kolkata
(NH-2), Agra - Mumbai (NH-3), Agra - Jaipur (NH-11) and Agra - Aligarh (NH-93) and two State Highways
namely Agra - Fatehabad (SH-62) and Agra Gajnair (SH-39). The city is considered, from tourism point of view,
to be one of the nodes of golden triangle consisting of Delhi Agra Jaipur. The journey time by rail from the
Delhi to Agra takes about 3 hours.
Road Network
Page 6
The road network within the city is not developed enough to cater for the requirement of tourism, which Taj Mahal
attracts. Intermediate Public Transport (IPT) is the popular mode of transport due to lack of proper public
transport system. In fact the road network of the city offers poor level of service affecting safety, efficiency and
economy of traffic operation within the city. The total road length of 1724 km in Agra Nagar Nigam area (including
pucca road, semi pucca road, kaccha road) hasnt increased in last three years (since 2003).
Mahatma Gandhi Road (MG Road) acts as north-south spine of the city dividing the CIS Yamuna area into two
parts. It is a major commercial corridor handling about 60-70% of the traffic in the city. Thus it is the busiest road
of the city, which has traffic congestion problems in the following six junctions: Bhagwan Takies, Hariparwat,
Raja Mandi, St. Johns, Collectorate and State bank. Apart from MG Road junctions another six congested
junctions have been identified. These are: Ram Bagh, Water Works Circle, Sultan Ganj Pulia, Yamuna Kinara
marg, Bizli Ghar, Subhash Bazar (Kotwali Area).
Agra Master Plan
Agra Master Plan 2021 envisages an urban area of the order of 20,000 ha which has been subdivided into
various landuses as given in the table. It is also estimated the housing shortage for the plan period of the order of
2.5 lakh. The important policy are as under:
Hospitals Scenarion in Agra
Total Number of Hospitals in Agra: 66
Number of Hospitals
with >500 beds- 2
200- 499 beds 1
50-199 Beds 16
<50 Beds - 47
Hospital
SNMC Hospital
Lady Layola Hospital
District Hospital
Beds
976
200
119
Total Number of beds is 2898. Estimated Demand for Hospital Beds for the year 2013 is for 1280 More Hospital
beds to be added in the district as per WHO Estimate.
4.
Development Controls and Regulations:
The provisions of the Master Plan of Agra and Bye Laws shall form the guiding factor for the development of the
Multi-speciality Hospital. The facility should be planned with adequate features of safety, fire safety, ventilation,
power back up, maintenance, parking facility etc.
The detailed requirement:
Bidders would follow the technical specification for construction of project.
5.
Justification for the Project
Development Mode:
The facility is proposed to be developed on Design, Build, Finance, Operate and Transfer Basis (DBFOT) under
Public Private Partnership Mode where under the land will be leased for a period the initial period of 30 years
renewable every thirty years upto a maximum of 90 years
Page 7
6.
Concessionaire:
Concessionaire would be responsible for designing, financing, constructing, operating & maintaining the facility
for the entire concession period. At the end of concession period the project site and the entire facility thereon
shall transferred back to the Authority without any encumbrance and at NIL value.
7.
Building(s):
The concessionaire can design the building(s) in any style of their choice, the hospital should be adequately
designed to help to develop the building(s) into a major and identifiable land mark in the city and the region.
8.
TIE-UP:
Bidder shall ensure & demonstrate that the service/ technology providers, partners and designers of the facility
are appropriate for the project requirement, scale and Complexity. Also, that the technology and material
providers possess the desired capability for design, supply, implementation & ongoing maintenance support
acceptable at various stages of the project.
9.
Conformance to bye-laws:
Bidders shall ensure that the design of entire facility conforms to the provisions of Agra Master Plan,, Bye-laws,
requirements of all statutory/regulatory bodies in respect all needful measures.
10.
Project Approvals:
Concessionaire will be responsible to obtain all approvals from local bodies, statutory & regulatory authorities in
respect of Building Plan of the facility to be constructed by him.
All needful work and safety measure be provided & maintained by the concessionaire during the entire
concession period. For any loss of life/property or any other such accidents and claims the claims thereof shall
be borne by the concessionaire, Concessioning Authority will in no way being responsible for the same.
Developer shall arrange for the power supply requirements including D.G. set for required power back-up on its
own and shall be solely responsible for all aspects related to it.
The developer should ensure adequate parking facilities within the premises so that no spill over parking
happens on access roads.
Page 8
Financial Feasibility
Introduction
Being centrally located on the national map, Agra forms an important regional urban center. Its central location
makes it a major transport node at the regional level as well as national level. This has also led to an extremely
rapid and hap-hazard growth and development pattern.
The biggest resource for Uttar Pradesh is its large human resource and there is urgent need to invest in human
capital if the State is to improve its ranking on Human Development Index and the country is to attain the
Millennium Development Goals by 2015. Improvement in Health outcomes is an important part of the
Development strategy of the State and, hence, the State Government is taking several steps to remedy the
situation.
Agra needs world class health care establishments to enhance the capability in delivering healthcare to masses.
Agra development Authority aims to establish a multi-speciality Hospital at Shastri Puram near Sikandara. The
total land identified for this purpose is 5 acres. The proposed Hospital offers an attractive investment opportunity
for the private sector
Project Cost
Total Project cost of 300 Bedded Multi Speciality Hospital is estimated to be Rs.10056 Lakhs approximately. The
details of the project cost are tabulated below:
Sl.No
1
Particular
Amount in Rs Lakh
Land Cost
1292
Total Construction Cost (Development, Structural, Pre-Op,

Equipment, Contingencies)
7500
Preliminary, Preoperative & Startup Expenses
Provision for Contingencies
440
Interest During Construction
1177
Total Project Cost
88
10056
Basic assumptions for estimation of the project cost are as follows:

a. Preliminary, Preoperative & Startup Expenses @ 1% of the sum of land and construction cost (to be
written off in five years starting from 1st year of operation.)
b. Provision for contingencies @ 5% of the sum of land, construction cost and preoperative expenses.
c. Interest during construction is @ 12% payable quarterly. Total construction period 24 months.
Need of Project:
Deficiencies in Public health system in providing health care facilities to the population is known. Healthcare is a
crutial development input. The potential of private sector in providing health care facilities is still not fully tapped.
Collaboration with the private sector in providing health facilities has generated many challenges and
opportunities. Agra needs world class health care establishments and the role of private hospitals will only
enhance our capacity in delivering healthcare to the masses.
Page 9
In spite of the entry of some major health care players, the city still laks high quality medical infrastructure at
affordable prices. The city is weak in Trauma and Critical care, Burn treatments and Plastic surgery.
Assumptions
Basic assumption for estimation of projected revenue and expense from the project are as following:
1. Number of beds: 300
2. Debt: Equity for the project is 1.5:1
3. Basic space requirement in a hospital is 800 square feet per bed. Therefore total space requirement for
300 beds is 240000 square feet.
4. Area available is 5 Acres. 60% of total area is taken as constructed area. With FAR of 2 allowed the
area available for construction is 6 Acres.
5. Average Length of Stay per admitted patient is 4 days
6. Number of days in a year is taken as 310
7. Construction period is taken as 36 months
8. Total Number of Beds to come up in first three years is 150 and remaining 150 will come up in next two
years.
Year
Year
Year
Year -1 Year -2 Year -3 1
2
3
Beds
Beds
Beds
Beds Beds Beds
0
0
0
150
150
300
9. Various revenue streams taken are as follows:
Room Related Revenue
Beds will be of 2 Category: Category 1 will consist of 70% of the beds and Per Bed
Charge will be Rs. 1500/- per day. Category 2 will consist of 30% of the beds and Per
Bed Charge will be Rs. 2000/- per day
Occupancy Rate will be as follows:
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
Year
1
2
3
4
5
6
7
8
9
10
11
Beds
150
150
300
300
300
300
300
300
300
300
300
Occupancy
60%
70%
50%
60%
75%
80%
80%
80%
80%
80%
90%
11th year onwards occupancy will remain at 90%.
OPD Revenue
Number of OPDs: Twice a day; 4 hours per OPD. It is also assumed that there will be
10 departments. Average capacity of OPD is taken as 60%. Average time devoted by
Doctor per patient is taken as 8 minutes
OPD Charges are taken as Rs. 300 per patient
Investigation Revenue
All the in Patients will get their investigations done in the hospital and 40% of the total
out patients will their investigations done in the hospital.
It is assumed that 60% of the investigation tests will be common tests costing Rs 200
on an average and 40% of the investigation tests will be specialized tests costing Rs
1500 on an average
Procedure Revenue
Page 10
It is assumed that there is a requirement of 1 Major Operation theatre for every 100
beds. In a day on an average 3 procedures are conducted per OT per day
Cost of major operation varies from Rs. 20000-200000 depending upon the type of
operation
Average cost of major operation based on table mentioned below is taken as Rs.
70000
Numner of Patients per annum

Percentage Distribution of Patients
Cost of Opeartion
Average Cost of Opeartion
2790
Category Category Category Category Category
1
2
3
4
5
15%
15%
25%
30%
15%
200000
100000
50000
30000
20000
69500
It is assumed that there is a requirement of 1 Minor Operation theatre for every 150
beds. In a day on an average 3 procedures are conducted per OT per day
Cost of major operation varies from Rs. 1000-10000 depending upon the type of
operation
Average cost of major operation based on table mentioned below is taken as Rs.
4500
Numner of Patients per annum

Percentage Distribution of Patients
Cost of Opeartion
Average Cost of Opeartion
1860
Category Category Category Category
1
2
3
4
25%
25%
25%
25%
10000
5000
2500
1000
4625
Revenue from Allied Services w.r.t Major Procedures

When a person undergoes a major procedure he requires pre and post allied OT
Procedures such as PAC, ICU & other activities. These services are cost intensive
and has been assumed at 30% of the major procedure revenue.
Miscellaneous Revenue
15% of the total revenue will come from Health Insurance, Pharmaceuticals, Medical
Consumables, Medical Equipments, Cafeteria and other Non Hospital related
revenue.
10. Various expenditure heads taken are as follows:
Salary and Wages
A manpower deployment chart is prepared consisting of MD, HoDs, Consultants,
SRs, JRs, Surgeons, Nurses & Administration Staff.
MD
HODs
Consultants
SRs
JRs
Nurses
Admin/ Support Staff
Numbers Charges per Month

1
300000
10
200000
20
150000
20
40000
40
25000
90
15000
50
7000
Page 11
Total Expenditure on Wages and Salary p.a.

1056
Per annum increase on an average is taken as 3%
Surgeon Fees/Doctor Share
Doctors and Surgeons conducting major and minor procedure will collect charges of
30% of total revenue generated from conducting these procedures.
Pharmaceuticals and Consumables
Pharmaceuticals and Consumables will be used while conducting major and minor
procedures and investigations and test. It is assumed that cost of this component is
20% of the total revenue generated from conducting procedures and investigations
Utilities
Cost of Utilities per Bed per Annum is taken as Rs 25000 per bed.
Maintenance
Maintenance cost is taken as 5% of the total revenue generated
Administrative Expenses
Administrative Expenses are taken as 2% of the total revenue generated
Marketing and PR
Marketing and PR Expenses are taken as 5% of the total revenue generated initially
and 2% from 6th year onwards
Annual Payment to State Government
1% of the total revenue generated will have to be deposited with the government
throughout concession period.
Based on the above assumptions profitability projections of the project was calculated for 35 years which are as
following
Projected Revenue
S.No.
1
2
3
4
5
6
Description
Year 5
Operating Revenue
53.03
Opearting Expenditure
29.00
Net Opearting Income
24.03
Yearly Repayment
7.54
Yearly Interest
3.05
Income After Repayment of Loan &
Interest
13.44
Amount in Rs. Crores

Year 10
62.61
33.45
29.16
7.54
0.00
Year 15
70.97
37.74
33.23
0.00
0.00
Year 20
78.31
42.49
35.82
0.00
0.00
Year 25
86.84
47.87
38.97
0.00
0.00
Year 30
96.90
54.01
42.89
0.00
0.00
Year 35
108.91
61.06
47.85
0.00
0.00
21.62
33.23
35.82
38.97
42.89
47.85
Financial Parameter
S.No
1
2
Parameter
Project IRR
NPV of the revenue of 35 years discounted @ 12%
Value
15.04%
Rs. 19.00 Crores
Observation
It is evident from the above table that expected revenue from the Hospital for period of 35 years is 14.06%.
Page 12

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DEVELOPMENT OF MULTI-SPECIALITY

ON DESIGN, BUILD, FINANCE, OPERATE AND

AWAS BANDHU, UTTAR PRADESH,

SREI Infrastructure Finance Limited

AWAS BANDHU UTTAR PRADESH

Request for Proposal:

REVISED RFQ cum RFP DOCUMENT

Draft Concession Agreement

Techno Economic Feasibility Report

NOTICE INVITING REQUEST FOR QUALIFICATION CUM PROPOSAL

Awas Bandhu, Uttar Pradesh,

Development of Multi- Specialty Hospital at Shastripuram, Agra

RFQ cum RFP Volume I-Instruction to Bidders

RFQ cum RFP Volume I-Instruction to Bidders

The Project Coordinator,

RFQ cum RFP Volume I-Instruction to Bidders

RFQ cum RFP DOCUMENT

25.06.2009 at 1700 hrs

2.Last date for submission of RFQ Cum RFP

03.07.2009 at 1300 hrs at the office of the

3.Date and time of Opening of RFQ cum RFP

RFQ cum RFP Volume I-Instruction to Bidders

Rs. 25000 (Rupees Twenty Five Thousand),

Notice: Inviting Request for Qualification cum Proposal

Information and Instructions to Bidders

RFQ cum RFP Volume I-Instruction to Bidders

Description of the Selection Process

Rules regulating the Consortium

Format for Power of Attorney for Signing Proposal

Format for Power of Attorney for Lead Member of Consortium

Guidelines for Providing Information related to Financial Capability

Format for Anti-Collusion Certificate

RFQ cum RFP Volume I-Instruction to Bidders

This bid document comprises the following:

Technical Schedule (RFQ CUM RFP Document-Vol II)

The following shall be the Schedule of the Bidding Process.

RFQ cum RFP Volume I- Instruction to Bidder

Bid Evaluation Committee

Commercial Operation Date

Earnest Money Deposit

Engineering, Procurement and Construction

Foreign Direct Investment

Floor Area Ratio

Equivalent Car Space

Government of Uttar Pradesh

Lead Consortium Member

Agra Development Authority

RFQ CUM RFP Request for Qualification cum Proposal

Special Purpose Vehicle

RFQ cum RFP Volume I- Instruction to Bidder

RFQ cum RFP Volume I- Instruction to Bidder

RFQ cum RFP Volume I- Instruction to Bidder

RFQ cum RFP Volume I- Instruction to Bidder

5.1 Background of Agra

Location of Agra in India

Regional setting of Agra city

RFQ cum RFP Volume I- Instruction to Bidder

Connectivity of Agra city

RFQ cum RFP Volume I- Instruction to Bidder

Agra Development Authority

5.3 Scope of the Project

RFQ cum RFP Volume I- Instruction to Bidder

A. Minimum Development Obligations (Essential Facilities):