Revised RFQ Kochi Oceanarium

State Fisherries Resourcee Management Society (FIRMA)
Go overnment oof Kerala Un
ndertaking
Occeanarium
m and Maarine Biollogical Re
esearch C
Centre Co
omplex att
Puthu VVypeen, K Kochi
Internaational Competitive Bidding under TTwo Stage B Bidding Proccess
For
Oceaanarium P
Part of th
he Comple
ex
on D Design, Build d, Finance, O
Operate and d Transfer (D
DBFOT) Basiss
Un
nder Public Private Parttnership (PPP)

Request for Qualificaation
on 20th July 2
Issued o 2011
ICB N
No: 001 /20111

Bid
d Manager

KEERALA STATE INDUSTRIAL DEVELOPMEENT CORPORA ATION LTD.
T.C.XI//266,KESTON ROAD, KOW WDIAR, THIRUV VANANTHAPU URAM‐695 00 03
471‐2318922 (EPABX) Fax:0
Ph:04 0471‐231589
93
Emaiil:ksidc@vsnl..com Web : w
www.ksidc.orgg
State Fishe
eries Resource
e Managementt Society (FIRMMA), Governme ent of Kerala U
Undertaking
Oceanarium cum Marine e Biological Re
esearch Centre
e Complex at P
Puthu Vypeen, Kochi

Glossary

A
Applicant(s)
) A
As defined in
n Clause 1.2.1
A
Application A
As defined in
n the Disclaimer
Application Due Date
A A
As defined in
n Clause 1.1.5
A
Associate A
As defined in
n Clause 2.2.9
A
Authority A n Clause 1.1.1
As defined in
Bids A
As defined in
n Clause 1.2.3
Bid Due Datte A
As defined in
n Clause 1.2.3
Bid Securityy A
As defined in
n Clause 1.2.4
Bidders A
As defined in
n Clause 1.1.1
Bidding Doccuments A
As defined in
n Clause 1.2.3
Bidding Process A
As defined in
n Clause 1.2.1
Bid Stage A
As defined in
n Clause 1.2.1
DBFOT D
Design, Build , Finance, O
Operate and TTransfer
Concessionaaire A
As defined in
n Clause 1.1.2
Concession Agreement A
As defined in
n Clause 1.1.2
Conflict of Interest A
As defined in
n Clause 2.2.1 (c)
Consortium A n Clause 2.2.1 (a)
As defined in
DBFOT A
As defined in
n Clause 1.1.1
erience
Eligible Expe A
As defined in
n Clause 3.2.1
Eligible Projjects A
As defined in
n Clause 3.2.1
Estimated P
Project Cost A
As defined in
n Clause 1.1.4
Experience Score A
As defined in
n Clause 3.2.6
Financial Caapacity A
As defined in
n Clause 2.2.2 (B)
Governmen
nt G
Governmentt of Kerala
Highest Bidd
der A
As defined in
n Clause 1.2.8
Jt. Bidding A
Agreement A
As defined in
n Clause 2.2.6 (g)
Lead Memb
ber A
As defined in
n Clause 2.2.6 (c)
Request ffor Qualification for Ocean
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On DBFOTT basis under PPP – July, 2011 Page 1 of 8
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LOA LLetter of Aw
ward
Member M
Member of aa Consortium
m
Net Worth A
As defined in
n Clause 2.2.4 (ii)
PPP P
Public Privatte Partnership
Premium A
As defined in
n Clause 1.2.8
Project A
As defined in
n Clause 1.1.1
Qualification A
As defined in
n Clause 1.2.1
Qualification Stage A
As defined in
n Clause 1.2.1
Re. or Rs. orr INR Indian Rupeee
RFP or Requ
uest for Prop
posals A
As defined in
n Clause 1.2.1
RFQ A
As defined in
n the Disclaimer
S
SPV A
As defined in
n Clause 2.2.6
T
Technical Ca
apacity A
As defined in
n Clause 2.2.2 (A)
T
Threshold T
Technical Capacity A
As defined in
n Clause 2.2.2 (A)
Th
he words and expressions beginning with
w capital letters and defined
d in thiis document shall,
unless repugnaant to the con
ntext, have th
he meaning aascribed thereeto herein.

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T
Table of Cont
tents

Sl.N
No. Con
ntents Page No.
Glossary 1
Disclaimer 5
1
1 Introdu uction 7
1.1 Baackground 7
1.2 Brrief Description of Biddin
ng Process 8
1.3 Scchedule of Bidding Proceess 11
2
2 Instrucctions to Applicants 12
2A
A Generaal 12
2.1 Sco ope of Appliication 12
2.2 Eligibility of Appplicants 12
2.3 Chhange in com mposition of the Consorttium 22
2.4 Nuumber of Applications an nd costs thereof 23
2.5 Sitte visit and vverification o
of informatio on 23
2.6 Accknowledgem ment by App plicant 23
2.7 Rigght to accep pt or reject any or all App plications / B
Bids 24
2B
B Docum ments 26
2.8 Coontents of th he RFQ 26
2.9 Claarifications 27
2.10 A
Amendment of RFQ 27
2C
C Preparration and Su ubmission off Application n 28
2.11 Language 28
2.12 Format and ssigning of Ap pplication 28
2.13 Sealing and m marking of A Applications 29
2.14 A
Application D Due Date 31
2.15 Late Applicattions 31
2.16 M
Modifications/substitutio on/withdraw wal of Appliccations 31
2D
D Evaluation Processs 31
2.17 O
Opening and Evaluation o of Applicatioons 31
2.18 C
Confidentialitty 33
2.19 TTests of respo onsiveness 33
2.20 C
Clarificationss 34
2E Qualification and B Bidding 35
2.21 Short‐listing aand notificattion 35
2.22 Submission o of bids 35
2.23 P
Proprietary d data 35
2.24 C
Correspondence with thee Applicant 36
3
3 Criteriaa for Evaluation 37
3.1 Evaluation parrameters 37
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Sl.N
No. Conntents Page No.
3.2 Technical Capaacity for purrposes of evaaluation 37
3.3 Deetails of Expeerience 40
3.4 Fin
nancial inforrmation for ppurposes of evaluation 40
3.5 Short‐listing off Applicants 41
4
4 Fraud aand Corruptt Practices 42
5
5 Pre‐Ap pplication Coonference 44
6
6 Miscellaneous 45

Appendices
I Formatt for Applicaation 46
Annex‐‐I Details of Applicant 50
Annex‐‐II Technical Capacity of the Applicant 53
Annex‐‐III Financial Capacity of the Applicant 55
Annex‐‐IV Details of Eligible Proojects 57
Annex‐‐V Statemen nt of Legal Caapacity 63
II Formatt for Power of Attorney for signing o of Applicatio on 64
III Formatt for Power of Attorney for Lead Meember of 66
Consorrtium
IV
V Jt. Bidd
ding Agreem ment 69
V
V List of Bid Specific Clauses 76
V
VI Brief D
Details of Prooject 78

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Disclaaimer

The info ormation co ontained in this Requ uest for Qu ualification document (the “RFQ””) or
subsequeently provided to Appliccant(s), wheether verbally or in docu umentary orr any other fform,
by or on behalf of th he Authorityy or any of itts employees or advisors, is provideed to Applicaant(s)
on the teerms and conditions set out in this R RFQ and succh other term ms and cond ditions subjeect to
which such information is provid ded.

This RFQ Q is not an agreement
a her an offerr nor invitattion by the Authority to
and is neith o the
prospecttive Applican nts or any other
o person n. The purpoose of this RFQ
R is to prrovide intereested
parties w with informaation that may be useful to them in the formulation of their applicatio on for
qualificattion pursuant to this RFQ
R Application”)). This RFQ includes staatements, which
(the “A w
reflect various assumptions and d assessments arrived at by the Authority
A in
n relation to
o the
Project. Such assum mptions, assessments and statemeents do not purport to o contain all the
information that eacch Applicantt may requirre. This RFQ may not bee appropriate for all perrsons,
and it is not possible for the Au
uthority, its employees or advisors to considerr the investment
objectivees, financial situation an nd particular needs of each
e party who
w reads or o uses this RFQ.
The assu umptions, asssessments, statements and information contained in this RFQ may no ot be
completee, accurate, adequate or o correct. Each Appliccant should therefore, conduct its own
investigaations and an nalysis and sshould checkk the accuraccy, adequacy, correctneess, reliabilityy and
completeeness of the e assumptions, assessments, statem ments and in nformation ccontained in n this
RFQ and obtain independent advvice from ap ppropriate so ources.

Informattion provided in this RFFQ to the Ap pplicant(s) is on a widee range of matters,
m som
me of
which may depend u upon interprretation of law. The info ormation givven is not in ntended to b be an
exhaustivve account of statutoryy requiremeents and sho ould not be regarded as a a complete or
authoritaative statem ment of law. The Autho ority accepts no respon nsibility for the accuraccy or
otherwisse for any intterpretation or opinion o on law expreessed herein n.

The Auth hority, its emmployees an nd advisors m make no rep presentation n or warrantty and shall have
no liability to any peerson, including any Ap pplicant or Bidder,
B undeer any law, statute, rules or
regulatio ons or tort, principles of
o restitution n or unjust enrichmentt or otherw wise for any loss,
damagess, cost or exxpense whicch may arisse from or be incurred d or suffered on account of
anything contained in this RFQ Q or otherwiise, includinng the accurracy, adequaacy, correcttness,
completeeness or re eliability of the RFQ and any assessment, assumption n, statemen nt or
information containe ed therein o or deemed tto form partt of this RFQ Q or arising in any way with
pre‐qualiification of A Applicants fo or participation in the Bidding Proceess.

The Auth hority also accepts no liability of any nature whether reesulting from negligencce or
otherwisse howsoeve er caused arising
a from
m reliance of
o any Appllicant upon the statem ments
contained in this RFQ Q.

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The Auth hority may, in its absolu ute discretioon but withoout being un nder any oblligation to d do so,
update, amend or supplement the informaation, assesssment or assumptions contained c in
n this
RFQ.

The issuee of this RFQ does not imply that the Authoriity is boundd to select and
a shortlistt pre‐
qualified Application ns for Bid Staage or to ap ppoint the seelected Bidd der or Conceessionaire, aas the
case mayy be, for the Project annd the Authhority reservves the right to reject all
a or any of
o the
Applications or Bids w without assiigning any reeasons whattsoever.

The App plicant shall bear all itts costs asssociated witth or relating to the preparation and
submissio on of its App plication including but not limited to o preparatio on, copying, postage, dellivery
fees, exppenses assocciated with aany demonstrations or p presentation ns which maay be requireed by
the Auth
hority or anyy other costts incurred in connectioon with or reelating to itss Application. All
such costts and expenses will rem main with th he Applicantt and the Au uthority shall not be liab ble in
any manner whatsoe ever for thee same or fo or any other costs or oth her expensees incurred b by an
Applicant in preparattion or subm mission of the Applicatioon, regardlesss of the con nduct or outccome
of the Biddding Processs.

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State Fishe
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Puthu Vypeen, Kochi

State Fisher
S ies Resource
e Management Society (FIRMA)
Go
overnment o
of Kerala Un
ndertaking

1. Introduction

1.1 B
Background

1.1.1 The Governm
ment of Kerrala ( the “GoK”
“ ) represented by
b State Fissheries Reso
ource
M
Management
t Society (“FIRMA”) , a G
GoK Undertaaking (the “A
Authority”) is engaged in the
developmentt of an Oceaanarium cum
m Marine Bio
ological Reseearch Centree Complex, in an
area of 14.8 hu Vypeen, Kochi and as part off this
80 hectares (36.63 acrres) at Puth
endeavour, the Authority has decided to underrtake the deevelopment and operattion /
m
maintenance of the Oceaanarium at P
Puthu Vypeeen, Kochi pro
oject ( the “P
Project”) thrrough
Public Private
e Partnershiip (the “PPP
P”) on Desiggn, Build, Fin
nance, Operate and Transfer
(““DBFOT”) baasis and has decided to
o carry out the International Comp
petitive Bidd
ding (
th
he “ICB”) prrocess for seelection of a
a private entity and /orr public secttor companies as
th
he Bidder to
o whom thee Project maay be award
ded. The Go
oK has engaged Kerala State
In
ndustrial Devvelopment C
Corporation (“KSIDC”) ffor providingg services reelating to prroject
sttructuring and bid proceess management for the selection of private seector partneer for
th
he Project (the
( “Bid Manager”). A
A brief profile of the Prroject has been
b provideed in
“A
Appendix VI”. Brief particulars of the project aree as follows::

Project ‐ Oceanarium
m at Puthu V
Vypeen, Koch
hi
Laand Area ‐ 14.80 hectaares (36.63 aacres)
In
ndicative Pro
oject Cost ‐ Rs.346.58 C
Crores

The Authority intends to
o pre‐qualifyy and short‐list suitablee Applicantss (the “Bidd
ders”)
w
who will be e
eligible for p
participation
n in the Bid Stage, for aw
warding thee Project thrrough
an open interrnational competitive biidding proceess in accord
dance with the procedurre set
out herein.

1.1.2 The selected Bidder, who is either a
a company incorporated
i d under thee Companiess Act,
dertakes to incorporate as such prior to exxecution of the conceession
1956 or und
aggreement (the “Conce
essionaire”) shall be responsible for designing, engineeering,
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building, financing, procu
urement, op
peration & m
maintenancee and transffer of the Prroject
under and in accordancee with the provisions of a long‐term
m concession
n agreementt (the
Concession Agreementt”) to be entered into between the
“C t Concesssionaire and
d the
A
Authority in the form provided
p by the Authority as part of the Bidding Docum
ments
pursuant hereto.

1.1.3 The scope of
o work willl broadly include
i the establishm
ment of a State‐of‐the
e Art
O
Oceanarium and the Operation
O a
and Mainte
enance therreof, explained in more in
A
Appendix VI.. The Projecct which offfers a uniqu
ue under waater experieence shall aiim to
establish the latest generation undeerwater worlld aquarium
m facilities ho
ousing numeerous
m
marine creattures; deep sea tunnel, polar pavilion and oth
her marine attraction. Apart
A
frrom promoting tourism based on m
marine resources, the Pro
oject is envisaged to pro
ovide
faacilities for p
propagating awareness aabout marin
ne environmeent and bio diversity.

1.1.4 In
ndicative cap
pital cost off the Projectt (the “Estim
mated Projecct Cost”) will be revised
d and
sp
pecified in the Biddingg Documents of the Prroject. The assessment of actual costs,
c
however, willl have to be made by thee Bidders.

1.1.5 The Authority shall receeive Applicattions pursuaant to this RFQ
R in acco
ordance with
h the
teerms set forth herein ass modified, aaltered, ameended and clarified from
m time to tim
me by
th
he Authorityy, and all Ap
pplications shall be prep
pared and su
ubmitted in accordance with
su
uch terms o
on or before the date sp
pecified in Clause 1.3 fo
or submission of Applicaations
(tthe “Applicaation Due Daate”).

1.2 B
Brief Description of Bidd
ding Process

1.2.1 The Authorityy has adopteed a two‐staage process (collectivelyy referred to
o as the “Bid
dding
Process”) forr selection of the bidd
der for award of the Project.
P Thee first stage (the
Qualification Stage”) of
“Q o the process involvess qualificatiion (the “Q
Qualification”) of
in ortia who maake an Application in acccordance with the provisions
nterested paarties/ conso
of this RFQ (the “Applicaant”, which expression shall, unlesss repugnant to the con
ntext,
nclude the M
in Members of the Consorttium). Prior to making aan Applicatio
on, the Appllicant
sh
hall pay to tthe Authority a sum of R
Rs. 35,000 (Rupees thirtty five thoussand) as thee cost
of the RFQ prrocess. At th
he end of this stage, thee Authority eexpects to an
nnounce a sshort‐
lisst of up to
o 7 (Seven)) suitable pre‐qualified
p d Applicantss who shalll be eligiblee for
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participation in the seco
ond stage off the Biddin
ng Process (tthe “Bid Staage”) comprrising
Proposals (th
Request for P he “Request for Proposaals” or “RFP””).

n the Qualification Stage, Applicantts would be required to
1.2.2 In o furnish all the information
sp
pecified in th
his RFQ. Onlly those App
plicants that are pre‐quaalified and sh
hort‐listed b
by the
A
Authority sha d to submit their Bids for the Projeect. The Authority is likeely to
all be invited
mparatively short time span for thee submission
provide a com n of the Bidss for the pro
oject.
The Applicants are, therefore, advised to visit the
t site and familiarize themselves with
th
he Project.

1.2.3 In
n the Bid Sttage, the Bid
dders will be
b called upon to subm
mit their finaancial offerss (the
“B
Bids”) in acccordance with
w the RFFP and other documen
nts to be provided
p byy the
A
Authority (co
ollectively the
t “Biddingg Documen
nts”). The Bidding
B Doccuments forr the
Project will be provided
d to every Bidder on payment of
o {Rs. 70,0
000 (Rs. Sevventy
housand onlly)}$. The Bid
th d shall be vaalid for a peeriod of not less than 12
20 days from
m the
date specified
d in Clause 1
1.3 for subm
mission of bid
ds (the “Bid D
Due Date”).

n terms of th
1.2.4 In he RFP, a Bid
dder will be required to deposit, along with its B
Bid, a bid seccurity
equivalent to
o about 1% (o
one per cent) of the Estimated Projeect Cost (thee “Bid Securrity”),
reefundable no
o later than 60 (sixty) daays from thee Bid Due Daate, except in the case o
of the
seelected Bidd
der whose B
Bid Security shall be retaained till it has provided a Perform
mance
Seecurity unde
er the Concession Agreement. The Bidders willl have an option
o to pro
ovide
Bid Security in the form
m of a demand draft or
o a bank guarantee accceptable to
o the
A
Authority and
d in such eveent, the valiidity period of the demaand draft or bank guarantee,
ass the case m
may be, shall not be lesss than 180 ((one hundreed and eightty) days from
m the
Bid Due Date
e, inclusive o
of a claim period of 60 (ssixty) days, aand may be extended ass may
be mutually agreed betw
ween the Au
uthority and
d the Bidderr from time to time. The Bid
hall be summ
sh marily rejectted if it is not accompanied by the B
Bid Security.

1.2.5 Generally, th
G e Highest Bidder shall b
be the seleccted Bidder. The remain
ning Bidders shall
be kept in re
eserve and may, in accordance witth the proceess specified
d in the RFP, be
nvited to maatch the Bid
in d submitted by the High
hest Bidder in case such Highest Bidder
w r is not seleccted for any reason. In tthe event that none of tthe other Bid
withdraws or dders

$
The actuaal amount will be indicated in
n the RFP
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m
match the Biid of the Highest Biddeer, the Authority may, in
i its discrettion, invite fresh
Bids from the
e remaining Bidders or aannul the Bid
dding Processs, as the casse may be.

1.2.6 During the Bi
D d Stage, Bid
dders are invvited to exam
mine the Pro
oject in greater detail, and to
caarry out, at their cost, ssuch studiess as may be required forr submittingg their respeective
Bids for awarrd of the con
ncession including implementation o
of the Projecct.

1.2.7 As
A part of the
t Bidding Documents, the Auth
hority will provide
p a draft
d Concession
A
Agreement and
a project information
n memorand
dum prepared by the Authority
A an
nd its
co
onsultants aand other infformation peertaining / reelevant to th
he Project avvailable with
h it.

1.2.8 Bids will be in
nvited for th
he Project on
n the basis o
of premium iin the form of revenue sshare
(tthe “Premiu
um”) to the Authority fo
or award off the concesssion. The co
oncession period
sh
hall be pre‐‐determined
d, and will be indicateed in the draft Concesssion Agreement
fo
orming part of the Bidding Documeents. The Preemium amo
ount shall co
onstitute thee sole
crriteria for evvaluation off Bids. The Project
P shalll be awardeed to the Bid
dder quotingg the
highest Premium.

n this RFQ, the term “Higghest Bidde
In er” shall meaan the Biddeer who is offering the higghest
Premium.

1.2.9 The Concessiionaire shalll be entitled
d to charge pre‐determ
mined user feee from useers of
th
he Project.

urther and o
1.2.10 Fu other detailss of the process to be ffollowed at tthe Bid Stagge and the tterms
th
hereof will b
be spelt out iin the Biddin
ng Documen
nts.

1.2.11 An
ny queries o
or request fo
or additional information
n concerningg this RFQ sh
hall be subm
mitted
in
n writing or by fax and e‐mail to the
t officer designated
d i Clause 2..13.3 below. The
in
envelopes/ co
ommunications shall cleearly bear the following identificatio
on/ title:
"Queriees/ Request ffor Additional Information: RFQ for
eanarium at Puthu Vype
Oce een, Kochi”.

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1.3 Scchedule of B
Bidding Proccess

The Authorityy shall endeaavour to adh
here to the ffollowing sch
hedule:

Event De
escription Date
e
Qu
ualification SStage
1. Last date for rreceiving queeries 10th Au
ugust 2011
on Conferencce at Thiruvaananthapuraam 18th Au
2. Prre‐Applicatio ugust 2011
3. Th
he Authority response to
o queries latest by 22rd Au
ugust 2011
4. Ap
pplication Du
ue Date 05th Seeptember 20
011
5. An
nnouncemen
nt of short‐liist To be intimated

Bid
d Stage
1. Saale of Bid Documents To be intimated
2 Last Date for R
Receiving Qu
ueries To be intimated
3. Prre‐Bid meeting To be intimated
4. Th o queries latest by
he Authority response to To be intimated
5. Bid
d Due Date To be intimated
6. Op
pening of Bid
ds To be intimated
7. Leetter of Awarrd (LOA) To be intimated
8. Vaalidity of Bids 120 days of Bid Due Date
9. Siggning of Con
ncession Agrreement Within 30 days of award of
of Award
Letter o

he date indiccated for a p
In case th particular evvent happenss to be a Pub
blic Holiday,, the event w
will
take placce on the nexxt working dday at the saame time andd venue as aalready givenn.
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2. Instructiion to Appliccants

A. G
GENERAL

2.1 Sccope of App
plication

2.1.1 The Authoritty wishes to
o receive Applications
A for Qualificcation in orrder to short‐list
exxperienced aand capablee Applicants for the Bid SStage.

2.1.2 Short‐listed A
Applicants w
would be subsequently in
nvited to sub
bmit the Bidss for the Pro
oject.

2.2 Eligibility of A
Applicants

2.2.1 Fo
or determin
ning the elligibility of Applicants for their pre‐qualifica
p ation hereunder,
th
he followingg shall apply:

a. The A
Applicant forr pre‐qualificcation may be a single entity or a ggroup of en
ntities
(the “Consortium
“ m”), coming together to
o implemen
nt the Projeect. Howeveer, no
appliccant applyingg individually or as a meember of a C
Consortium,, as the casee may
be, caan be memb
ber of anotheer Applicantt. The term A
Applicant ussed herein w
would
apply to both a single entity aand a Consorrtium.

pplicant mayy be a naturral person, p
b. An Ap private entityy, governmeent‐owned eentity
or anyy combination of them with a form
mal intent to
o enter into an agreemeent or
underr an existing agreemen
nt to form a Consortiu
um. A Conssortium shaall be
eligiblle for consid
deration subjject to the conditions seet out in Clau
use 2.2.6 below.

c. An Ap
pplicant shall not have aa conflict of interest (thee “Conflict o
of Interest”)) that
affectts the Biddin
ng Process. Any Applicaant found to
o have a Co
onflict of Intterest
be disqualified. An Applicant shall b
shall b be deemed tto have a Co
onflict of Intterest
affectting the Bidd
ding Process,, if:

i. the Appliccant, its Mem
mber or Asssociate (or aany constituent thereof) and
ber or any Associate thereof (orr any
any otherr Applicant,, its Memb
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constituen
nt thereof) have comm
mon controlling shareh
holders or other
o
ownership
p interest; provided
p thaat this disqualification shall not app
ply in
cases wheere the direct or indirect shareh
holding of an
a Applicant, its
Member or
o an Assocciate thereof (or any sh
hareholder thereof
t having a
shareholding of more than 5 %
% (five per cent) of the paid up
p and
subscribed
d share capiital of such Applicant, M Associate, as the
Member or A
case may be) in the other Applicaant, its Mem ociate is less than
mber or Asso
5% (five per
p cent) of
o the subsccribed and paid
p up equ
uity share caapital
thereof; p
provided furtther that this disqualificcation shall not apply to
o any
ownership
p by a bank, insurancee company,, pension fund or a public
p
nstitution reeferred to in section 4A of the Comp
financial in panies Act, 1
1956.
For the purposes
p hareholding held
off this Clausse 2.2.1(c), indirect sh
through one or more intermediatte persons sh puted as follows:
hall be comp
(aa) where any inttermediary is controlled by a person thrrough
management control or otherwisse, the entire sharehold
ding held by such
controlled
d intermediaary in any otther person (the “Subje
ect Person”) shall
be taken into accountt for computting the sharreholding off such contro
olling
person in the Subjectt Person; and (bb) subjeect always to
o sub‐clausee (aa)
here a perso
above, wh on does nott exercise co
ontrol over an intermed
diary,
which hass sharehold
ding in the Subject Peerson, the computatio
on of
indirect shareholdingg of such person
p in th
he Subject Person shaall be
undertakeen on a proportionate basis;
b provid
ded, howevver, that no such
shareholding shall be
b reckoned
d under th
his sub clause (bb) iff the
shareholding of such person in th
he intermediiary is less than 26% (tw
wenty
six per cent )of the subscribed and paid up equity shareholding of such
intermediaary; or

ii. a constituent of such Applicant is also a consttituent of an
nother Appliicant;
or

iii. such Appllicant, or an
ny Associatee thereof reeceives or has
h received
d any
direct or indirect subssidy, grant, concessionaal loan or su
ubordinated debt
from any other Appliccant, or anyy Associate thereof
t or has
h provided
d any
such subsiidy, grant, concessional loan or sub
bordinated d
debt to any o
other
Applicant, its Memberr or any Asso
ociate thereof; or
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iv. such Appllicant has th
he same leggal represen
ntative for purposes off this
Application as any oth
her Applicant; or

v. such Applicant, or anyy Associate thereof hass a relationship with ano
other
Applicant, or any Asssociate therreof, directlyy or through common third
party/ parrties, that puts
p either or both of them in a position to have
on about, or to influencee the Application
access to each others’ informatio
of either o
or each other; or

vi. such Applicant or anyy Associate tthereof has participated
d as a consu
ultant
to the Autthority in thee preparatio
on of any documents, deesign or tech
hnical
specifications of the P
Project.

d. An Ap
pplicant shalll be liable for disqualification if anyy legal, finan
ncial or tech
hnical
advise
er of the Autthority in relation to thee Project is eengaged by tthe Applican
nt, its
Memb
ber or any A
Associate theereof, as the case may be, in any maanner for maatters
relate
ed to or in
ncidental to
o the Project. For thee avoidancee of doubt, this
disquaalification sh
hall not apply where succh adviser was engaged by the Appliicant,
its Member
M or Associate in
i the pastt but its assignment
a expired or was
termin ue of this RFQ. Nor will this
nated 6 (sixx) months prior to the date of issu
d after a peeriod of 3 (three)
disquaalification apply where such adviseer is engaged
years from the daate of commercial operaation of the P
Project.

nation: In caase an Applicant is a Consortium,
Explan C then the teerm Applicant as
used iin this Clause 2.2.1, shall include eacch Member of such Consortium.

2.2.2 To be eligib
ble for pre‐‐qualification
n and shorrt‐listing, an
n Applicantt shall fulfill the
ollowing con
fo nditions of eligibility:
A Technicall Capacity: For demon

A. nstrating teechnical cap
pacity and experience (the
“Technicaal Capacity””), the Appllicant shall, over the past
p 5 (five) financial years
y
precedingg the Applicaation Due Daate, have:

i. paaid for, or received paym
ments for construction o
of Eligible Pro
oject; and /o
or

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ii. paaid for development of Eligible Projject(s) in Cattegory 1 and
d / or category 2
sp
pecified in Clause 3.2.1; aand / or

iii. co
ollected and appropriated revenues from Eligible Project((s) in Catego
ory 1
an
nd / or Category 2 specified in Clau
use 3.2.1, such that the sum total o
of the
bove is more than Rss. 700 Crorres (Rs. Sevven Hundrred crores) (the
ab
“TThreshold Te
echnical Cap
pacity”).

B Financial Capacity: TThe Applican
B. nt shall havee a minimum
m Net Worth (the “Finaancial
Capacity””) of Rs. 86.65 Crores (R
Rs. Eighty Six Crores and Sixty Five Lakhs) as aat the
close of p
preceding fin
nancial year.

ombined technical capaccity and nett worth of those
In case of a Consortium, the co t
Memberss, who havee and shall continue to
o have an equity share of at least 26%
(twenty six
s per cent) each in the SPV, should satisffy the abovve condition
ns of
eligibility;; provided th
hat each succh Member shall, for a period of 2 (two) years from
the date of commerccial operatio
on of the Project, hold eequity sharee capital nott less
26% (twentyy six per cen
than: (i) 2 nt) of the subscribed and paid up eq
quity of the SPV;
and (ii) 5%
5 (five perr cent) of the Total Prroject Cost specified in the Concession
nt£.
Agreemen

2.2.3. O&M
O Experiience: The Applicant shall
s by itseelf or throu
ugh its Asssociate, havve an
exxperience off 5 (five) yeaars or more in operation
n and mainteenance (O&M) of Category 1
projects speccified in Clause 3.2.1, which
w have an aggregate capital cost equal to
o the
Estimated Pro
oject Cost. In
n the event that the App
plicant does not have su
uch experien
nce, it
hould furnissh an underrtaking that if selected to undertakke the Projeect, it shall for a
sh
period of at least 5 (fivee) years from
m the date o
of commerccial operation of the Pro
oject,
enter into an
n agreementt for entrusting its operaation & maintenance (O
O&M) obligaations
to
o an entity having the aforesaid exxperience, failing which
h the Concesssion Agreement
sh
hall be liable
e to termination.

2.2.4 The Applicants shall enclose with itss application
n, to be sub
bmitted as p
per the form
mat at
A
Appendix‐I, complete witth its Annexees, the follow
wing:

£
The Authority may, in itts discretion, im
mpose further obligations in the Concession Agreement, but such
obligationss should providde sufficient m
mobility for parttial divestmentt of equity with
hout comprom
mising the
interests o
of the Project.
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i. e(s) from itts statutoryy auditors$ or the conccerned clien
Certificate nt(s) statingg the
paymentss made / recceived or wo
orks commissioned, as the case maay be, during the
past 5 years in respeect of the prrojects specified in Clausse 2.2.2 (A) above. In case a
particularr job / contract has been jointly executed
e by the Applicaant (as part of a
consortium), he shou
uld further support his cclaim for thee share in wo
ork done forr that
particularr job / contrract by prod
ducing a certtificate from
m its statutory auditor o
or the
client; and
d

ii. Certificate
e(s) from itss statutory auditors speccifying the net worth of the Applican
nt, as
at the close
c of th ng financial year, and
he precedin d also speccifying thatt the
methodology adopteed for calculaating such n
net worth co
onforms to tthe provisio
ons of
this Clausse 2.2.4 (ii). FFor the purp
poses of thiss RFQ, net w
worth (the “N
Net Worth”) shall
mean the
e sum of sub
bscribed and paid up equity
e and reeserves from
m which shaall be
deducted the sum of revaluation reserves, miscellaneo
ous expenditure not wrritten
off and re
eserves not aavailable forr distribution
n to equity share holderss.

iii. In additio
on to the fin
nancial and TTechnical ob
bligations, th
he applicantts for the prroject
are also rrequired to give a brief description of the roles and Respo
onsibilities o
of the
individual members w
with reference to the Op
peration and
d Maintenan
nce obligations.

2.2.5 The Applican
nt should su
ubmit a Pow
wer of Attorney as perr the format at Append
dix‐II,
authorising the signatoryy of the App
plication to commit thee Applicant. In the casee of a
Consortium, the Membeers should submit
s a Po
ower of Atto
orney in favvour of the Lead
M
Member as p
per format att Appendix‐III.

2.2.6 GoK
G has alre
eady formed a Special Purpose Vehicle,
V inco
orporated under
u the In
ndian
Companies A
Act 1956 (thee “SPV”), forr implementting this Projject. Wheree the Applicaant is
a single entity, it shall bee required to
o subscribe share capitaal of the SPV
V, to execute the
Concession Agreement
A n case the Applicant is a
and impleement the Project. In

$
In case duly
d certified audited annual financial statements containing explicitly th he requisite deetails are provided, a
separate ceertification by sstatutory audito ors would not b be necessary in n respect of Claause 2.2.4 (i). Inn jurisdictions that do
not have statutory audito ors, the firm off auditors whicch audits the annual accountss of the Appliccant may provid de the
certificates required under this RFQ.

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Consortium, it shall, in ad
ddition to su
ubscribing sh
hare capital of the SPV, comply with the
ollowing add
fo ditional requ
uirements:

a) Numb
ber of members in a co
onsortium sh
hall not excceed 6 (six), but information
sough
ht in the App
plication maay be restricted to 4 (four) memberrs in the ord
der of
their e
equity contrribution;

b) Subject to the pro on should contain
ovisions of ssub‐clause (aa) above, the Applicatio
the information reequired for eeach member of the Consortium;

bers of the Consortium
c) Memb m shall nominate one member
m as the lead member
(the ““Lead Memb ponsible for all the acts and deeds of all
ber”), who sshall be resp
the Consortium members.
m quity share of at
The Lead Meember shall have an eq
least 26% (twentyy six percen
nt) of the paid up and su quity of the SPV.
ubscribed eq
The nomination(ss) shall be su
upported byy a Power off Attorney, aas per the fo
ormat
at App
pendix‐III, signed by all tthe other meembers of th
he Consortiu
um;

pplication sh
d) the Ap hould include a brief desscription of tthe roles and responsibilities
of ind
dividual mem
mbers, partticularly with referencee to financiaal, technicall and
O&M obligations;;

e) An ind
dividual App
plicant cann
not at the same time be
b member of a Consorrtium
applyiing for pree‐qualificatio
on. Further, a member of a partticular Appllicant
Conso
ortium cannot be memb
ber of any o
other Applicant Consorttium applyin
ng for
pre‐qu
ualification; Any memb
ber who sub
bmits or parrticipates in
n more than
n one
appliccation will be
b disqualiffied and wiill also lead
d to disquaalification off the
Conso
ortium of wh
hich he is a m
member;

f) the members
m of a Consortiu
um shall forrm an apprropriate SPV
V to executee the
Projecct if awarded
d to the Con
nsortium;

g) Memb
bers of the C
Consortium shall enter into a binding Joint Bidding Agreem
ment,
substaantially in th
he form speccified at App
pendix‐IV (th
he “Jt. Bidding Agreeme
ent”),
for the purpose o
of making th
he Applicatio
on and subm
mitting a Bid
d in the eveent of
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being short‐listed
d. The Jt. Bidding Agreeement, to be
b submitted
d along with
h the
Appliccation, shall,, inter alia:

(i) conveyy the intent to subsscribe to SPV
S formed
d by GoK with
shareh
holding/own
nership equiity commitm
ment(s) in accordance
a with
this RFQ, which would
w enter into the Concession Agreementt and
subseq
quently perfform all thee obligation
ns of the Concessionai
C re in
terms of the Co
oncession Agreement, in case thee concessio
on to
underttake the Pro
oject is award
ded to the C
Consortium;

(ii) clearlyy outline thee proposed rroles and responsibilitiees, if any, of each
memb
ber;

(iii) commit the minim
mum equity sstake to be h
held by each
h member;

(ivv) commit that eacch of the members, whose exp
perience will be
evaluaated for the p
purposes of this RFQ, sh
hall subscribee to 26% (tw
wenty
six perr cent) or mo
ore of the paid up and ssubscribed eequity of thee SPV
and sh
hall further ccommit that each such m
member shall, for a period of
2 (two
o) years from
m the date o
of commerccial operatio
on of the Pro
oject,
hold equity share capital not less than: (i) 26% (twentty six per cen
nt) of
the subscribed and
d paid up eq
quity share ccapital of thee SPV; and (iii) 5%
(five per
p cent) of the Total Project
P Cost specified in
n the Concession
Agreem
ment
(v) memb
bers of the Consortium undertake that they shall collecttively
hold at least 51% (fifty one per
p cent) of the subscribed and paid up
equity of the SPV
V at all timees until thee second an
nniversary of the
commercial operation date off the Project;; and

(vi) includee a statement to the efffect that all members off the Consorrtium
shall be liable jointly
j and severally for all oblligations off the
Concesssionaire in relation to the Projectt until the Financial
F Close of
the Pro
oject is achieeved in acco
ordance with
h the Concesssion Agreem
ment;

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h) Excep
pt as provideed under this RFQ and the Bidding Documentss, there shall not
be an
ny amendment to the Jt. Bidding Agreementt without th
he prior wrritten
conse
ent of the Au
uthority.

i) The Application
A s
shall be signed by the duly autho
orized signattory of the Lead
ber and shall be legally b
memb bers of the Consortium; and
binding on all the memb

j) One o
of the Consortium memb have purchassed the RFP documents from
ber should h
the Authority or have paid the undable fee of INR 35,0
t non refu 000/‐ (INR Thirty
T
Five TThousand only) to the Au
uthority as specified in the RFQ docu
ument.

hich has beeen barred or disqualified
2.2.7 Any entity wh
A d either by th
he Authorityy, Governmeent of
Kerala (GoK)), any otheer State Go
overnment in India (SG) or any Union Terrritory
A
Administratio
on in India (UT)
( or Govvernment of
o India (GoI), or any off the agencies of
G
GoK/SG/UT/G
GoI participaating in any project (BO
OT or otherw
wise) and the bar subsissts as
on the date of Applicattion, would not be eliigible to submit an Ap
pplication, either
e
in
ndividually o
or as membeer of a Conso
ortium.

2.2.8 An Applicant
A including an
ny Consortiu
um Member or Associatee should, in the last 3 (three)
yeears, have n
neither failed to perform
m on any co
ontract, as eevidenced byy imposition
n of a
penalty by an arbitral or judicial au
uthority or a
a judicial pronouncement or arbitrration
aw
ward againsst the Appliccant, Consortium Memb
ber or Associiate, as the ccase may bee, nor
has been exp
pelled from any project or contractt by any pub
blic entity n
nor have had
d any
co
ontract term
minated any public entityy for breach by such App
plicant, Consortium Member
or Associate ..

2.2.9 In
n computingg the Techn
nical Capaciity and Nett Worth of the Applicaant /Consorrtium
M
Members un
nder Clausess 2.2.2, 2.2.4 and 3.2, the Techniccal Capacity and Net Worth
W
of their respe
ective Associiates would also be eligible hereund
der.

Fo
or purposess of this RFQ
Q, Associatee means, in relation to
o the Applicant /Consorrtium
m
member, a person who ccontrols, is ccontrolled b
by, or is under the comm
mon control with
su nt / Consorttium member (the “Asssociate”). Ass used in this definition
uch Applican n, the
exxpression “control”
“ m
means, with respect to
o a person
n which is a compan
ny or
orporation, the ownership, directlyy or indirectly, of more than 50% (ffifty per cen
co nt) of
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th
he voting sh
hares of such
h person, an
nd with resp
pect to a perrson which is not a com
mpany
or corporatio
on, the pow
wer to direcct the management an
nd policies of such peerson,
w
whether by o
operation of law or by co
ontract or ottherwise.
2.2.10 The followingg conditions shall be adh
hered to whiile submittin
ng an Applicaation:

a. Applicantts should atttach clearly marked and
d referenced
d continuatiion sheets in
n the
event thaat the space provided in the prescribed forms in
n the Annexxes is insufficcient.
Alternativvely, Applicaants may forrmat the preescribed form
ms making d
due provisio
on for
incorporaation of the rrequested in
nformation;

b. information supplied by an Appliicant (or oth
her constitueent Member if the Appllicant
is a Consortium) must apply to the Applicant, Memberr or Associate named in
n the
on and not, unless speciifically requeested, to oth
Applicatio her associatted companiies or
firms. Invitation to su
ubmit Bids w
will be issued
d only to Applicants who
ose identity and/
or constittution is iden
ntical to thatt at pre‐qualification;

c. in respon
nding to the pre‐qualificcation subm
missions, App
plicants should demonsstrate
their capaabilities in acccordance w
with Clause 3
3.1 below; an
nd

d. in case th
he Applicantt is a Consorrtium, each Member sho
ould substan
ntially satisffy the
pre‐qualiffication requ
uirements to
o the extent specified heerein.

2.2.11 Siince, this iss an Internaational Com
mpetitive Bid
dding process, the follo
owing addittional
provisions shall be appliccable:

(aa) Where, on
o the date of the Application, not less than 15%
1 (fifteen per cent) of
o the
aggregate
e issued, sub
bscribed and
d paid up eq
quity share capital in an
n Applicant or its
Member is held by persons ressident outsiide India orr where an Applicant or
o its
Member is controlled
d by personss resident ou
utside India; or

b) if at any ssubsequent sstage after tthe date of tthe Applicatiion, there is an acquisition of
(b
not less than 15% (fiffteen per ceent) of the agggregate isssued, subscribed and paid up
equity sh ns resident outside Ind
hare capital or control,, by person dia, in or off the
Applicantt or its Member;

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then the Qualification of such Applicant or in the eventt described in sub clausse (b)
he continued
above, th d Qualification of the Applicant
A shaall be subjecct to approvval of
the Autho
ority from national secu
urity and pub
blic interest perspectivee. The decision of
the Auth hall be finaal and concclusive and binding on
hority in thiis behalf sh n the
Applicantt.

The holding or acqu
uisition of equity or control, as ab
bove, shall include direect or
indirect h
holding/ acquisition, including by trransfer, of th
he direct orr indirect leggal or
beneficiall ownership or control, by persons acting for themselves o
or in concertt and
in determ
mining such holding or acquisition,, the Autho
ority shall be guided byy the
principless, precedentts and definitions conttained in th
he Securitiees and Exch
hange
Board of India (Substtantial Acquisition of Sh
hares and Taakeovers) Reegulations, 1
1997,
or any sub
bstitute therreof, as in fo
orce on the d
date of such acquisition..

The Applicant shall prromptly info
orm the Auth
hority of anyy change in tthe sharehollding,
as above,, and failuree to do so shall
s render the Applicaant liable for disqualification
from the Bidding Proccess.

2.2.12 Notwithstand
N ding anythin
ng to the contrary
c con
ntained herrein, in the event thatt the
A
Application D
Due Date fallls within thrree months o
of the closin
ng of the lateest financiall year
of an Applicant, it shall iggnore such ffinancial yeaar for the purposes of itss Application
n and
fu
urnish all its information
n and certificcation with reference to
o the 5 (five)) years or 1 (one)
yeear, as the ccase may be, preceding its latest fin
nancial year. For the avo
oidance of doubt,
financial yearr shall, for th
he purposess of an Appliication hereunder, mean the accounting
yeear followed
d by the App
plicant in thee course of itts normal bu
usiness.
2.2.13 The purchase

er of the RFFQ documen
nt must be the Applicaant itself orr member of
o the
Consortium ssubmitting th
he applicatio
on.

2.2.14 Applicants an
A ng the Appliccant shall prrovide such eevidence of their
nd all partiess constitutin
co
ontinued eligibility satiisfactory to the Authority, as the Authority shall reason
nably
reequest.

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2.3 Change in Co
omposition o
of the Conso
ortium

2.3.1 Change in th
he composittion of a Co
onsortium will
w not be permitted by
b the Auth
hority
during the Qu
ualification SStage.

2.3.2 Where the B
W idder is a Co
onsortium, C
Change in th
he composittion of a Con
nsortium maay be
permitted by the Authoriity during th
he Bid Stage, only wheree:

pplication fo
a. the ap or such chan
nge is madee no later than 15 (fifteeen) days prior to
the Bid Due Date;;

ead Memberr continues tto be the Leaad Member of the Consortium;
b. the Le

c. the su
ubstitute is aat least equaal, in terms o
of Technical Capacity, to
o the Consorrtium
Memb
ber who is sought to be
b substitutted and thee modified Consortium
C shall
contin
nue to meett the pre‐qu
ualification and
a short‐listing criteria for Appliccants;
and

d. the ne
ew Memberr(s) expresslyy adopt(s) th
he Applicatio
on already m
made on behalf of
the Consortium
C as if it were
w a paarty to it originally, and is not an
Appliccant/Membeer/Associatee of any otheer Consortium bidding fo
or this Project.

2.3.3 Approval for
A change in th
he composition of a Con
nsortium shaall be at the ssole discretion of
th
he Authorityy and must b
be approved by the Auth
hority in writting.

2.3.4 The modified
d / reconstittuted Consortium shall submit a reevised Jt. Bid
dding Agreement
before the Bid Due Date.

2.3.5 Notwithstand
N ding anythin ntrary contained in sub‐‐clause (c) (i) of Clause 2
ng to the con 2.2.1,
an Applicant may, within
n 10 (ten) daays after thee Application
n Due Date, remove fro
om its
Consortium aany Memberr who sufferrs from a Conflict of Inteerest, and su
uch removal shall
be deemed to
o cure the Conflict of Intterest arisingg in respect thereof.

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2.4 N
Number of A
Applications and Cost thereof

2.4.1 No
N Applicantt shall subm
mit more th
han one Application fo
or the Projeect. An appllicant
applying individually or as a membeer of a Consortium shaall not be en
ntitled to su
ubmit
another application eitheer individually or as a m
member of aany Consorttium, as the case
m
may be.

2.4.2 The Applicantts shall be reesponsible fo he preparation of
or all of the costs associiated with th
heir Applicattions and th
th heir particip
pation in thee Bid Processs. The Auth
hority will no
ot be
reesponsible o
or in any wayy liable for ssuch costs, rregardless of the conduct or outcom
me of
th
he Bidding P
Process.

2.5 Site Visit and
d Verification
n of Informaation

Itt is desirable
e that each A
Applicant submit its App
plication afteer inspectingg the Projecct site
and ascertaining for themselves th
he site conditions, trafffic, location, surround
dings,
cllimate, availlability of po
ower, waterr and other utilities for construction, access to
o site,
handling and
d storage of materials, weather
w datta, applicablle laws and regulations, and
any other maatter consideered relevan
nt by them.

2.6 A
Acknowledge
ement by Ap
pplicant

2.6.1 Itt would be deemed that by submitting the Appliication, Applicant has:

(aa) Made
e a completee and carefull examinatio
on of the RFQ
Q document

(b
b) Receivved all relevvant information requestted from thee Authority

(cc) pted the riskk of inadequacy, error or mistake in the informaation provided in
Accep
the RFQ or furnished by or on behalf of
o the Auth
hority relatin
ng to any of
o the
ers referred tto in Clause 2.5 above
matte

d)
(d agreed to be bound by thee undertakin
ngs provided
d by it under and in terms
t
hereo
of; and
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(ee) Independently verified all info
ormation recceived from the Authoriity

2.6.2 The Authorityy shall not b
be liable forr any omissio
on, mistake or error in respect of any of
he above or on accountt of any mattter or thingg arising out of or conceerning or rellating
th
to
o the RFQ or
o the Bidding Process,, including any
a error or mistake therein or in
n any
in
nformation o
or data given
n by the Authority

2.6.3 The Authorityy shall not b
be liable for any mistakee or error on
n the part off the Applicaant in
reespect of the
e above.

2.7 R
Right to Acce
ept any Appllication / Bid
d and to Rejject any or aall Applicatio
ons / Bids

2.7.1 Notwithstand
N ding anythin
ng contained
d in this RFFQ, the Authority reserrves the right to
acccept or re
eject any Application
A a
and to ann
nul the Bidd
ding Processs and rejecct all
A
Applications / Bids, at any time without an
ny liability or
o any obliigation for such
accceptance, rrejection or annulment, and without assigning aany reasons therefore. In the
evvent that th
he Authority rejects or aannuls all the Bids, it maay, in its discretion, invite all
eligible Bidde
ers to submitt fresh Bids h
hereunder.

2.7.2 The Authorityy reserves th
he right to reeject any Application and/ or Bid if:
a) at any tim
me, a materiaal misrepressentation is m
made or unccovered, or

b) the Appliicant does not providee, within thee time speccified by the Authorityy, the
suppleme
ental information soughtt by the Authority for evvaluation of the Applicattion.

um, then thee entire Conssortium mayy be disqualified/
Iff the Applicaant/Bidder iss a Consortiu
reejected. If su
uch disqualification/ rejection occurs after the Bids have b
been opened
d and
th
he Highest B
Bidder gets d
disqualified/ rejected, th
hen the Auth
hority reservves the right to:

(i) invite the
e remainingg Bidders to
o match thee Highest Bidder/
B subm
mit their Bids in
accordancce with the RFP; or
(ii) take any such measure as may be deemed fiit in the sole
e discretion of the Authority,
including annulment of the Bidding Process.

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2.7.3 In
n case it is fo
ound duringg the evaluattion or at an
ny time befo
ore signing o
of the Conceession
A
Agreement or after its exxecution and
d during the period of su
ubsistence thereof, inclu
uding
th
he concession therebyy granted by
b the Auth
hority, that one or more of the pre‐
qualification conditions h
have not beeen met by th
he Applicantt, or the App
plicant has m
made
m
material misrrepresentatiion or has given
g any materially
m inccorrect or faalse informaation,
th
he Applicantt shall be disqualified fo
orthwith if n ointed as the Concessionaire
not yet appo
either by issu
ue of the Lettter of Award
d or enteringg into of thee Concession
n Agreementt, and
iff the Applicant/SPV has already been issued thee Letter of Aw
ward or has entered into the
Concession A may be, the same shall, notwithstan
Agreement, aas the case m nding anything to
he contraryy contained therein orr in this RFFQ, be liable to be teerminated, by a
th
ommunication in writingg by the Autthority to the Applicant, without thee Authority b
co being
liaable in any manner wh
hatsoever to
o the Applicaant and without prejud
dice to any other
o
right or reme
edy which th
he Authorityy may have u
under this R
RFQ, the Bidding Docum
ments,
he Concessio
th on Agreement or under applicable laaw.

2.7.4 The Authority reserves the
t right to verify all sttatements, information and docum
ments
su
ubmitted byy the Applicaant in respon
nse to the R
RFQ. Any succh verificatio
on or lack of
f such
veerification b
by the Autho
ority shall no
ot relieve thee Applicant o
of its obligattions or liabilities
hereunder no
or will it affeect any rightss of the Auth
hority there under.

2.7.5 Consultant Su
upport, if req ng Technical Closure and
quired, durin d Operation of the Projeect

A mentione
As ed earlier, a
a consortium
m of M/s. Mahindra
M Consulting En
ngineers Lim
mited
(M
MACE) and M
M/s Jacquess Rougerie A
Architecte, Frrance has beeen appointted as Consu
ultant
fo
or undertakiing market d
demand asssessment, co
oncept plann
ning and tecchno commeercial
feeasibility stu
udies by the A
Authority.
Further the Consultant

C h tied up with OCEAN
has NOPOLIS, Ceentre of Scieentific, Tech
hnical
and Industriaal Culture, Brrest, France who would be renderin
ng their expertise alongg with
th he operation phase of the Project. The expeccted roles of
he Consultant during th o the
Consultant during Techn
nical Closuree and duringg first year of operation
n are detailed in
A
Appendix VI. The fee for tthese services shall be indicated in R
RFP Stage.
Itt is the discrretion of SPV
V to retain tthe Consultaant during TTechnical Clo
osure and during
first stage of operation.

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B D
DOCUMENTS
S

2.8 Contents of tthe RFQ

2.8.1 This RFQ com
mprises the disclaimer sset forth herreinabove, the contentss as listed beelow,
and will addittionally inclu
ude any Addenda issued
d in accordan
nce with Clau
use 2.10.

In
nvitation forr Qualificatio
on

Seection 1 Introduction
Seection 2 ns to Applicaants
Instruction
Seection 3 Criteria for Evaluation
n
Seection 4 Fraud & Co
orrupt Practtices
Seection 5 Pre Appliccation Conference
Seection 6 Miscellaneeous

A
Appendices

I. Letterr comprisingg the Applicaation
II. Power of Attorneyy for signingg of Application
III. Power of Attorneyy for Lead M
Member of Consortium
IV
V. Joint B
Bidding Agreeement for C
Consortium
V
V. List of
f Bid – Specific Clauses
V
VI. Brief d
details of Pro
oject

2.8.2 The Authorityy accepts no
o responsibility for the ccompletenesss of the RFQ documentt and
itts addenda u
unless they w
were obtaineed directly frrom the Autthority.

2.8.3 The Applican mine all instrructions, forms, and teerms in the RFQ
nt is expecteed to exam
D
Document an
nd to furnish
h all informattion or docu
umentation rrequired.

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2.9 Clarificationss

2.9.1 Applicants re
A equiring any clarification
n on the RFQ
Q may notifyy the Autho
ority in writing or
by fax and e‐‐mail in accordance witth Clause 1.2.11. They should
s send
d in their qu
ueries
before the daate specified
d in the schedule of Bidd
ding Process contained in Clause 1.3
3. The
A
Authority sha
all endeavou
ur to respond to the queeries within the period sspecified theerein,
but no later tthan 10 (ten
n) days priorr to the Application Duee Date. The rresponses w
will be
seent by fax aand/or e‐mail. The Auth
hority will fo
orward all th
he queries aand its respo
onses
th
hereto, to all purchaserss of the RFQ without ideentifying the source of queries.

2.9.2 The Authorityy shall endeaavour to respond to the questions rraised or clarrifications so
ought
by the Applicants. Howeever, the Authority resserves the right
r not to respond to
o any
question or provide
p anyy clarification
n, in its solee discretion, and nothin
ng in this Clause
sh
hall be take
en or read as compelling or requ
uiring the Authority to respond to
o any
question or to
o provide an
ny clarificatio
on.

2.9.3 The Authorityy may also on its own motion, if deemed
d necessary, issuee interpretaations
and clarificattions to all Applicants.
A All clarificattions and in
nterpretation
ns issued byy the
A
Authority sha
all be deemeed to be part of the RFFQ. Verbal cllarifications and information
given by the A
Authority orr its employeees or the A
Authority rep
presentatives shall not in
n any
w
way or manner be bindin
ng on the Authority.

2.10 Amendment
A of RFQ

2.10.1 At any time p
A prior to the deadline fo
or submission of Applicaation, the Au
uthority mayy, for
any reason, w
whether at itts own initiaative or in reesponse to clarifications requested b
by an
A
Applicant, mo
odify the RFQ
Q by the issu
uance of Add
denda / Add
dendum.

2.10.2 All the Adden
A nda / Adden
ndum issued shall be part of the Preequalification Documentt and
sh
hall be com
mmunicated
d through Kerala
K Statee Industrial Development Corporation
w
website (ww
ww.ksidc.org)). The Authority will no
ot be required to send
d / inform these
t
addenda / ad
ddendums to
o the individual Applican
nts.

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n order to afford the Applicants a reasonab
2.10.3 In ble time forr taking an Addendum into
acccount, or for
f any otheer reason, th
he Authorityy may, in itss sole discreetion, extend
d the

A Due Date.$
Application D

C. PREPARATION AND SUBMISSION OFF APPLICATIO
ON

2.11 Laanguage

he Applicatio
Th on and all reelated corresspondence aand documents in relatio
on to the Bid
dding
Prrocess shall be in Engglish languagge. Supportting documents and printed
p literaature
fu nt with the Application may be in aany other language provvided
urnished by the Applican
th
hat they are
e accompanied by transslations of all the pertin
nent passages in the En
nglish
language, duly authenticaated and cerrtified by thee Applicant. Supporting materials, w
which
arre not translated into En
nglish, may n
not be considered. For the purpose of interpretation
an
nd evaluatio
on of the App
plication, thee English lan
nguage transslation shall prevail.
ormat and ssigning of Ap
2.12 Fo pplication

2.12.1 The Applicantt shall provide all the information so
ought underr this RFQ. TThe Authority will
evvaluate onlyy those Applications thatt are receiveed in the req
quired formaats and complete
in
n all respectss. Incomplette and /or co
onditional Ap
pplications sshall be liable to rejectio
on.

2.12.2 The Applican
nt shall preepare 1 (one) original set of the Application
n (together with
originals/ cop
pies of docu
uments requ
uired to be submitted along
a therew
with pursuant to
his RFQ) and
th d clearly marrked “ORIGINAL”. In add
dition, the A
Applicant shaall submit 1 (one)
co
opy of the Application, along with
w documeents requireed to be submitted
s a
along
th
herewith pursuant to this RFQ, markked “COPY”.. The Applicaant shall also
o provide 2 ((two)
so
oft copies on Compact D
Disc (CD). In
n the event o
of any discreepancy betw
ween the original
and the copy, the originaal shall prevaail.

$
While exttending the Ap
pplication Due Date on accou unt of an addenndum, the Authority shall havve due
regard for the time requiired by bidderss to address th
he amendmentts specified theerein. In the case of
significant amendments, at least 15 (fiffteen) days shaall be provided
d between the date of amend dment and the
Applicationn Due Date, an
nd in the case o
of minor amendments, at leaast 7 (seven) daays shall be proovided.
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2.12.3 The Application and its ccopy shall bee typed or w
written in ind
delible ink and signed by the
authorised siggnatory of the Applicant who shall also initial eeach page in blue ink. In case
of printed and
a hed documeents, only the cover shall be in
publish nitialled. Alll the
alterations, omissions,
o a
additions or any other amendmen
nts made to
o the Application
hall be initiaalled by the person(s) signing the Application. TThe Applicattion shall contain
sh
page numberrs and shall b
be bound together in haard cover.

2.13 Se
ealing and M
Marking of A
Applicationss

2.13.1 The Applican
nt shall sub
bmit the Ap
pplication in
n the form
mat specified
d at Appen
ndix‐I,
to
ogether with
h the docum
ments speciffied in Clause 2.13.2, an
nd seal it in an envelopee and
m
mark the env
velope as “A
APPLICATION
N”. The Appliicant shall seeal the original and the copy
of the Applicaation, togeth
her with theeir respectivee enclosuress, in separate envelopess duly
m
marking the envelopes aas “ORIGINA
AL” and “COP
PY”. The envvelopes shall then be seealed
in
n an outer envelope which shall also be marked
d in accordaance with Clauses 2.13.2
2 and
2.13.3.

2.13.2 Eaach envelope
e shall contaain:

(i) Appliccation in th
he prescribeed format (Appendix‐I) along witth Annexes and
suppo
orting docum
ments;

(ii) Power of Attorneyy for signingg the Applicaation as per tthe format aat Appendix‐‐II;

(iii) if app
plicable, the Power of Atttorney for Lead Memb
ber of Conso
ortium as peer the
formaat at Append
dix‐III;

(iv) copy o
of the Jt. Bidding Agreeement, in caase of a Consortium, substantially in
n the
formaat at Append
dix‐IV;

(vv) copy of Memorandum and Articles of Association,, if the App
plicant is a body
corpo
orate, and if aa partnershiip then a cop
py of its parttnership deeed;

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(vvi) copiess of Applicant’s duly audited balancce sheet and
d profit and loss accoun
nt for
the prreceding fivee years; and

(vvii) In case RFQ do
ocument is downloadeed, Demand
d Draft for an amoun
nt of
Rs.35,,000/‐ (Rupeees Thirty five
f nd) as non refundable fee in favour of
thousan
”Kerala State Industrial Developmeent Corporation Ltd.” payablee at
Thiruvvananthapurram for RFQ
Q procurement.

Each of the envelopes shall clearly beear the following identiffication:

Application for Qualification: Oceaanarium at P
“A Puthu Vypee
en, Kochi”
and shall cle
early indicatte the name and addrress of the Applicant. In addition, the
A
Application Due
D Date sh
hould be in
ndicated on the right hand
h cornerr of each of the
envelopes.

2.13.3 Each of the envelopes shaall be addressed to
The Managingg Director
Kerala State In
ndustrial Development C
Corporation
n Ltd.
T.C
C.XI/266, Keston Road, K
Kowdiar,
Thiruvananthaapuram‐695
5 003
Ph:0471‐23189
922 (EPABX))
Faxx:0471‐2315
5893
Em
mail:ksidc@vvsnl.com
We
eb : www.kssidc.org

2.13.4 Iff the envelop
pes are not sealed and marked as instructed ab
bove, the Au
uthority assu
umes
no responsib
bility for thee misplacem
ment or prem
mature opening of the contents of
o the
A
Application and consequeent losses, iff any, suffered by the Ap
pplicant.

2.13.5 Applications submitted by
b fax, telexx, telegram or e‐mail sh
hall not be entertained
d and
sh
hall be rejeccted.

2.13.6 Further, all co
opies of eveery Applicatio
on must be submitted in a hard‐bound form (spiral‐
bound form, loose form
m, etc. will be
b not accep
pted) with all
a pages nu
umbered serrially,
n index of su
along with an ubmissions. A
Applicants aare required to submit aall details on
nly on
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isssued or dow
wnloaded RFQ document. In the evvent, any off the instrucctions mentioned
herein have not been adhered to
o, the Authority reservves the righ
ht to rejectt the
A
Application.

2.14 Application D
A Due Date

2.14.1 Applications s
A should be su
ubmitted beefore 1500 hours IST on the Applicattion Due Datte, at
th
he address p
provided in C
Clause 2.13.3 in the manner and form as detailed in this RFFQ. A
reeceipt thereof should bee obtained frrom the person specified in Clause 2
2.13.3.

2.14.2 The Authorityy may, in itss sole discrettion, extend
d the Applicaation Due Date by issuin
ng an
A
Addendum in
n accordancee with Clausee 2.10 uniformly for all A
Applicants.

2.15 Laate Applicattions

A
Applications received byy the Authorrity after thee specified ttime on the Application
n Due
D
Date shall not be eligible for consideration and shall be summ
marily rejectted.

2.16 Modification
M s/ substitution/ withdrawal of App
plications

2.16.1 The Applicantt may modify, substitu
ute or withdraw its Ap
pplication after
a submisssion,
provided thatt written no
otice of the m
modification
n, substitutio
on or withdrawal is receeived
by the Autho
ority prior to
o the Appliccation Due Date.
D No Ap
pplication sh
hall be mod
dified,
ubstituted o
su or withdrawn
n by the App
plicant on or after the Ap
pplication Du
ue Date.

2.16.2 The modification, substittution or withdrawal no
otice shall be prepared, sealed, marked,
d in accordance with Clause
and delivered C 2.13, with the envelopes
e being additio
onally
m
marked “MODIFICATION””, “SUBSTITU
UTION” or “W
WITHDRAWAL”, as apprropriate.

2.16.3 Any
A alteratio on or addittional information sup
on/ modification in the Applicatio pplied
su
ubsequent tto the Appliccation Due D
Date, unless the same has been exp
pressly sough
ht for
by the Authority, shall bee disregarded
d.

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D. EEVALUATION
N PROCESS

2.17 Opening and
O Evaluation of Applicatiions

2.17.1 The Authority shall open the Applications at 1530
1 hours IST on the Application Due
D
Date, at the place specified in Clause 2.13.3 and
d in the pressence of thee Applicantss who
ch
hoose to atttend.

2.17.2 Applications
A for which a notice of withdrawal
w h been su
has ubmitted in accordance with
Clause 2.16 shall not be o
opened.

2.17.3 The Authorityy will subsequently examine and evvaluate App
plications in accordance with
th
he provisions set out in C
Clause 3.

2.17.4 Applicants
A nts will be entirely att the
are advised that pre‐qualification of Applican
discretion of the Authority. Applican
nts will be d
deemed to h
have understood and aggreed
hat no explaanation or justification o
th on any aspecct of the Bidd
ding Processs or selection will
be given.

2.17.5 Any
A informattion contain
ned in the Application
A n any way be construeed as
shall not in
binding on th
he Authorityy, its agents,, successors or assigns, but shall bee binding aggainst
he Applican
th nt if the Prroject is subsequently awarded to
t it on the basis of such
in
nformation.

2.17.6 The Authorityy reserves the
t right not to proceed with the Bidding Process at any time
w
without noticce or liabilitty and to reject any or all Application(s) witho
out assigningg any
reeasons.

2.17.7 Iff any information furnish
hed by the A
Applicant is found to bee incompletee, or contain
ned in
fo
ormats othe
er than thosse specified herein, thee Authority may, in itss sole discreetion,
exxclude the relevant projject from computation o
of the Eligible Score of th
he Applicantt.

n the event that an Ap
2.17.8 In pplicant claim
ms credit fo
or an Eligiblee Project, and such claaim is
determined b orrect or errroneous, thee Authority shall reject such
by the Authority as inco
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cllaim and excclude the same from computation o
of the Eligible Score, and
d may also, w
while
co
omputing th
he aggregatee Experiencee Score of the Applican
nt, make a fu
urther dedu
uction
equivalent to
o the claim rejected hereunder. Where
W any information
n is found to
t be
patently false
e or amountting to a material misrep
presentation
n, the Autho
ority reservees the
right to rejecct the Appliccation and/ or Bid in accordance with the provvisions of Claauses
2.7.2 and 2.7.3.

2.18 Confidentiality

In he examinattion, clarification, evalu
nformation rrelating to th uation, and rrecommendation
fo
or the short‐‐listed pre‐q
qualified App
plicants shall not be disclosed to an
ny person w
who is
no
ot officially concerned with the process
p or is not a reetained proffessional ad
dvisor
ad
dvising the A
Authority in relation to, or matters aarising out o
of, or concerrning the Bid
dding
Prrocess. The Authority will
w treat alll information, submitteed as part of
o Applicatio
on, in
co
onfidence an
nd will require all those who have access to succh material tto treat the ssame
in confidence
e. The Autho
ority may no
ot divulge an
ny such info
ormation unlless it is direected
to
o do so by an
ny statutory entity that has the pow
wer under law
w to requiree its disclosu
ure or
is to enforce o
or assert any right or prrivilege of th
he statutory entity and/ or the Auth
hority
orr as may be required by law or in connection with any legal process.

2.19 Tests of respo
onsiveness

2.19.1 Prior to evaaluation of Application
ns, the Autthority shall determinee whether each
A
Application is responsivve to the reequirementss of the RFFQ. An Application shaall be
co
onsidered re
esponsive on
nly if:
(aa) it is re
eceived as peer format att Appendix‐I..

(b
b) it is received byy the Appliccation Due Date includ
ding any exxtension theereof
pursuant to Clausse 2.14.2;

(cc) it is signed, sealeed, bound to
ogether in hard
h cover, and
a marked
d as stipulated in
Clause
es 2.12 and 2.13;

d)
(d it is accompanied
d by the Pow
wer of Attorrney as speccified in Clause 2.2.5, and in
the caase of a Conssortium, thee Power of A
Attorney as specified in C
Clause 2.2.6 (c);
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(ee) it con
ntains all th
he information and do
ocuments (complete in all respectts) as
reque
ested in this RFQ;

(ff) it conttains inform
mation in form
mats same aas those speccified in thiss RFQ;

(gg) ntains certifiicates from its statutorry auditors$ in the form
it con mats specifieed at
Appen
ndix‐I of the RFQ for eacch Eligible Prroject;

(h
h) Is acccompanied by (i) non‐ refundablee fee of Rs 35,000 (Ru
upees thirtyy five
thousand only), in
n case the ssame has no
ot been paid
d earlier or ((ii) it contain
ns an
attestted copy off the receip
pt for paym
ment of Rs. 35,000 (Ru
upees thirtyy five
thousand only) to
o Authority towards the cost of the R
RFQ documeent;

(i) it is accompanied
d by the Jt. B
Bidding Agreeement (for Consortium
m), specific to
o the
Projecct, as stipulaated in Clausse 2.2.6(g);

(j) it does not contain any condittion or qualiification and
d

(kk) it is no
ot non‐respo
onsive in terrms hereof

2.19.2 The Authorityy reserves the right to reject any A
Application w
which is non
n‐responsivee and
no request fo
or alteration
n, modification, substitu
ution or with
hdrawal shall be entertaained
by the Authority in respeect of such Application.

2.20 Clarificationss

2.20.1 To facilitate evaluation of
o Applicatio
ons, the Autthority mayy, at its sole discretion, seek
cllarifications from any A
Applicant reggarding its A
Application. Such clarificcation(s) shaall be
provided within the timee specified by the Auth
hority for th
his purpose. Any requesst for
cllarification(ss) and all clarification(s) in response thereto shaall be in writiing.

$
In case duuly certified au
udited annual ffinancial statem
ments containiing the requisitte details are p
provided, a sepparate
certificatio
on by statutoryy auditors would not be necessary in respecct of Clause 2.1 19.1 (g). In jurisdictions that do
not have sttatutory audito ors, the firm off auditors whicch audits the annual accountts of the Appliccant may provide
the certificcates required under this RFQ Q.
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2.20.2 Iff an Applican
nt does not provide clarifications so
ought underr Clause 2.20.1 above w
within
th
he prescribe
ed time, its A
Application sshall be liablle to be rejeected. In casee the Application
iss not rejected, the Autho
ority may prroceed to evvaluate the A
Application b
by construing the
particulars re
equiring clariification to tthe best of itts understan
nding, and th
he Applicantt shall
be barred fro
om subsequeently questio
oning such in
nterpretation of the Autthority.

2.20.3 The Authorityy reserves th
he right to ccall for supporting documentation tto verify the data
provided by Applicants, at any timee during the Qualificatio
on process. The Applicaant in
su
uch cases would need to
o provide th d clarification / documen
he requested nts promptlyy and
w
within the stipulated tim
me failing wh
hich the App
plicant is liable to be disqualified at any
evaluation and short listing process.
sttage of the e
E. Q
QUALIFICATION AND BID
DDING

2.21 Short‐listing and notificaation

Affter the evaluation of A
Applications, the Authorrity would announce a llist of shortllisted
prre‐qualified Applicants ((Bidders) wh
ho will be elligible for paarticipation in the Bid SStage.
Att the same time, the Authority wo
ould notify the other Ap
pplicants thaat they havee not
beeen short‐listed. The Authority
A w not enteertain any query or clarification from
will
Ap
pplicants wh
ho fail to quaalify.
2.22 Submission o
of Bids

he Bidders w
Th will be requeested to sub
bmit a Bid in
n the form aand mannerr to be set o
out in
th
he Bidding Documents.

Only pre‐qualified Appliccants shall be
b invited byy the Autho
ority to subm
mit their Bid
ds for
he Project. The Authorrity is likely to providee a comparaatively shorrt time span for
th
su
ubmission off the Bids fo
or the Projecct. The Applicants are therefore advised to visiit the
sitte and fam mselves witth the Projeect by the time of submission off the
miliarise them
Ap
pplication. No
N extensio
on of time is likely to be consideered for sub
bmission of Bids
pu
ursuant to in
nvitation thaat may be isssued by the Authority.
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2.23 Proprietary d
data

Alll documentts and otheer informatio
on supplied
d by the Au
uthority or submitted
s b an
by
Ap
pplicant to the Authorrity shall reemain or beecome the property of
o the Authority.
Ap
pplicants are on as strictly confidentiaal and shall n
e to treat all informatio not use it for any
pu
urpose othe
er than for preparation
p and submisssion of their Applicatio
on. The Auth
hority
will not return
n any Application or anyy information
n provided aalong therew
with.
2.24 Correspondence with the
e Applicant

Saave and exxcept as provided in this
t RFQ, the
t ot entertain any
Authority shall no
co
orresponden
nce with anyy Applicant in relation to the acceeptance or rejection off any
Ap
pplication.

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3. Criterria for Evaluaation
3.1 Evvaluation paarameters

3.1.1 Only
O those Applicants
A w meet th
who he eligibilityy criteria specified in Clauses 2.2.2
2 and
2.2.3 above shall qualifyy for evaluaation underr this Clausee 3. Applicaations of firrms /
co
onsortia who do not meeet these critteria shall bee rejected.

3.1.2 The Applican
nt’s compettence and capability iss proposed to be established byy the
ollowing parrameters:
fo

(aa) Techn
nical Capacity; and
(b
b) Financcial Capacityy

3.2 Technical Cap
pacity for pu
urposes of e
evaluation

3.2.1 Subject to the
e provisions of Clause 2.2, followingg categories of experien
nce would qu
ualify
ass Technical Capacity an
nd eligible exxperience (tthe "Eligible
e Experience
e") in relatio
on to
eligible projects as stipulaated in Clauses 3.2.3 and 3.2.4 (the "Eligible Pro
ojects"):

Category 1: Project exp
perience on Eligible Projjects in Marrine facilitiess for tourism
m and
or scientificc studies secctor that quaalify under C
Clause 3.2.3
Category 2: Project exp

perience on Eligible Pro
ojects in corre sector th
hat qualify under
u
Clause 3.2.3
Category 3: Constructio
on experiencce on Eligiblee Projects in
n Marine facilities for tou
urism
and or scientific studies sector thatt qualify und
der Clause 3.2.4
Category 4: Constructio
on experience on Eligib
ble Projects in core secctor that qu
ualify
under Clause 3.2.4

Fo ose of this RFQ:
or the purpo
i) Marin
ne facilities ffor tourism aand or scien uld be deemed to
ntific studies sector wou
includ
de like Oceeanarium, Marine
M biological reseearch facilitties, Culturral &
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Scienttific sea cen
ntre, under water marrine researcch cum traiining and public
p
facilities, Marine conquest an
nd cultural sea centres, Large Marin
ne Entertainment
/ rese
earch facilitiees.
ii)) core sector wou

uld be deeemed to in
nclude highways and bridges, po
ower,
teleco
om, ports, airports, railw
ways, metro
o rail, industtrial parks/ estates, loggistics
parks,, pipelines, irrigation
n, water supply, seewerage an
nd real estate
e
opment$.
develo
3.2.2 Eligible Experience in reespect of each

e category shall be measured only for Eligible
Projects.

3.2.3 Fo
or a project to qualify ass an Eligible Project under Categoriees 1 and 2:

(aa) P project on Built Operate Transfer, Built
It should have been undertakken as a PPP
Operaate Lease Traansfer, Builtt Operate Ow
wn, Built Op
perate Own TTransfer or o
other
similar basis for providing
p itss output or services to a public secctor entity or
o for
ding non‐discriminatoryy access to
provid o users in pursuance of its chaarter,
conce
ession or con
ntract, as thee case may b
be; For the aavoidance off doubt, a prroject
which
h constitutess a natural m
monopoly such as an airport or portt should norm
mally
be inccluded in this category eeven if it is no
ot based on a long‐term
m agreementt with
a public entity;

(b
b) the entity claiming experien
nce should have held, in the com
mpany owingg the
Eligiblle Project, a minimum o
of 26% (twen
nty six per cent) equity d
during the eentire
year ffor which Eliggible Experieence is beingg claimed;

(cc) the caapital cost of
o the projeect should be
b more thaan Rs.70 Crore (Rs. Sevventy
Crores); and

(d
d) the entity claiming experien
nce shall, during the laast 5 (five) financial years
y
preceding the Application Due Date, havee (i) paid forr developmeent of the prroject
(exclu
uding the cosst of land), aand / or (ii) ccollected and
d appropriatted the reveenues
from users availin
ng of non‐disscriminatoryy access to o
or use of fixeed project asssets,

$
Real estatte development shall not includde residential flats unless they form part of a real
r estate compplex or townshipp
which has been
b he Applicant
built by th
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such as revenuess from Marrine facilities for tourissm and or scientific
s studies
sectorr, highways, airports, po
orts and railw
way infrastrructure, but shall not incclude
revenues from saale or proviision of goo
ods or services such ass electricity,, gas,
teleco
ommunicatio
ons or fare/ffreight reven
nues and other incomess of the com
mpany
ownin
ng the Projecct.

or a projectt to qualify as an Eligible Project under
3.2.4 Fo u Catego
ories 3 and 4, the Appllicant
sh
hould have paid for exeecution of itss constructio
on works orr received paayments fro
om its
cllient(s) for cconstruction
n works execcuted, fully or partially, during the 5 (five) finaancial
yeears immediately preceeding the Ap
pplication Du
ue Date, and only the p
payments (ggross)
acctually made or receiveed, as the caase may be, during such
h 5 (five) finaancial years shall
qualify for pu
urposes of co
omputing th
he Experiencce Score. How
wever, paym
ments/receip
pts of
leess than Rs.
R 70 cro
ore (Rupeees seventy crore) sh
hall not be reckoned
d as
payments/recceipts for th
he Eligible Projects.
P For the avoidaance of dou
ubt, construction
w
works shall not
n include supply of goods or equipment except
e when
n such good
ds or
equipment fo
orm part of a turn‐key cconstruction contract / EEPC contract for the pro
oject.
Further, the ccost of land shall not be included heereunder.

3.2.5 The Applicant shall quotee experiencee in respect of a particular Eligible P
Project undeer any
one categoryy only, even though the Applican
nt (either in
ndividually or along with
w a
m
member of th
he Consortiu
um) may havve played m
multiple roless in the cited
d project. Do
ouble
co
ounting for aa particular Eligible Project shall nott be permitteed in any forrm.

3.2.6 Subject to the provisionss of Clause 3
3.2.7, Appliccant’s experiience shall b
be measured
d and
sttated in term
ms of a scoree (the "Expe
erience Scorre"). The Exp
perience Sco
ore for an Eliigible
ory would bee the eligible payments and/or receeipts specified in
Project in a ggiven catego
Clause 2.2.2 (A), divided
d by one cro
ore and then multiplied
d by the app
plicable facttor in
Table 3.2.6 below. In casse the Appliccant has exp
perience acrross differen
nt categoriess, the
sccore for eacch category w
would be co
omputed as above and then aggreggated to arrive at
his Experiencce Score.

6. Factors for Experience
Table 3.2.6 e across cate
egories
Categories Facctor
Category 1
1 1.25
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Category 2
2 1.00
Category 3
3 0.75
Category 4
4 0.50

3.2.7 The Experien
nce Score determined in accordan
nce with Claause 3.2.6 in
i respect of
o an
Eligible Project situated in a develop
ped countryy which is a member of Organisatio
on for
Economic Co‐operation aand Develop
pment (OECD
D) shall be further multiplied by a ffactor
of 0.5 (zero p
point five) aand the prod
duct thereoff shall be th
he Experiencce Score for such
Eligible Project.

3.2.8 Exxperience fo
or any activity relating tto an Eligiblee Project shall not be claimed by tw
wo or
m
more Membe
ers of the Co
onsortium. In other worrds, no doub
ble counting by a Consorrtium
in
n respect of the same exxperience shall be permiitted in any m
manner whaatsoever.
3.3 D
Details of Exp
perience

3.3.1 The Applican
nt should fu
urnish the details
d of Eligible
E Expeerience for the last 5 (five)
financial yearrs immediateely precedin
ng the Appliccation Due date.

3.3.2 The Applicants must provvide the neccessary inforrmation relating to Tech
hnical Capacity as
per format att Annex‐II off Appendix‐I..

3.3.3 The Applicant should furnish the req
quired inform
mation and eevidence in support its cclaim
of Technical C
Capacity, as per format aat Annex‐IV of Appendixx‐I.

3.4 Fiinancial info
ormation forr purposes o
of evaluation
n

3.4.1 The Applicatiion must bee accompanied by the A
Audited Annual Reports of the Appllicant
(o
of each mem
mber in casee of a Consortium) for th
he last 5 (fivve) financial years, preceeding
th
he year in which the App
plication is m
made.

3.4.2 In
n case the annual accou ncial year are not auditeed and thereefore
unts for the latest finan
th
he Applicantt cannot maake it available, the Applicant shalll give an un
ndertaking th
hat it
w
will be produced within 3
3 months fro
om the date of application and the sstatutory au
uditor
sh
hall certify the n such a casse, the Applicant shall provide thee Audited An
t same. In nnual
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Reports for 5
5 (five) yearss preceding tthe year for which the A
Audited Ann
nual Report iis not
being provide
ed.

3.4.3 The Applicant must estab
blish a minim
mum Net Worth as specified in Clause 2.2.2 (B) and
provide detaiils as per forrmat at Anneex‐III of Appeendix‐I.

3.5 Short‐listing of Applicantts

ble Applicants shall be measured in terms of their Experience
3.5.1 The credentials of eligib
Sccore. The sum
s total of
o the Experrience Scorees for all Eligible
E Projeect shall bee the
‘A
Aggregate Experience Score’
S of a particular Applicant.
A In
n case of a Consortium
m, the
A
Aggregate Exxperience Sccore of each mbers, who have an eq
h of its Mem quity share of at
leeast 26% (tw
wenty six peercent) in su up for arriving at
uch Consortium, shall bee summed u
th
he combined
d Aggregate Experience Score of thee Consortium
m.

3.5.2 The Applican hen be ranked on thee basis of their respeective Aggreegate
nts shall th
Exxperience Scores
S and short‐listed
s for submisssion of Bidss. The Auth
hority expeccts to
sh
hort‐list up tto 7 (seven)) pre‐qualifieed Applicantts for particiipation in th
he Bid Stagee. The
A
Authority, ho
owever, resserves the right
r to incrrease the number
n of short
s listed pre‐
qualified App
plicants by ad
dding additio
onal Applicaant.

3.5.3 The Authorityy may, in its discretion,, maintain a
a reserve list of pre‐quaalified Applicants
w
who may be
e invited to
o substitute the short‐llisted Appliccants in thee event of their
w
withdrawal from
f the Bid
d Process or
o upon their failure to
o conform to
o the condiitions
sp
pecified herein; provideed that a sub
bstituted Ap
pplicant shall be given att least 30 (th
hirty)
days to subm
mit its Bid.

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4. Fraud and C
Corrupt Pracctices

4.1 The Applican
nts and theeir respectivve officers, employees,, agents an
nd advisers shall
observe the highest standard of etthics duringg the Biddin
ng Process. Notwithstan
nding
anything to the contrarry contained he Authorityy may reject an Application
d herein, th
w
without being
g liable in an
ny manner w
whatsoever tto the Appliccant if it dettermines thaat the
A
Applicant hass, directly or
o indirectly or through an agent, engaged
e in corrupt pracctice,
frraudulent prractice, coerrcive practice, undesirab
ble practice or restrictivve practice in the
Bidding Proce
ess.

4.2 W
Without prejjudice to the rights of the Authority under Clause 4.1 heereinabove, if an
A
Applicant is found
f by the Authority to have dirrectly or ind hrough an agent,
directly or th
engaged or indulged in any corrup
pt practice, fraudulent practice, co
oercive pracctice,
undesirable practice
p or restrictive practice
p duriing the Bidd
ding Processs, such Appllicant
sh
hall not be e
eligible to paarticipate in any tender or RFQ issued by the Authority durring a
period of 2 (ttwo) years ffrom the datte such App
plicant is fou
und by the A
Authority to have
directly or indirectly or tthrough an aagent, engagged or indulged in any corrupt pracctice,
frraudulent prractice, coerrcive practicee, undesirab
ble practice o
or restrictivee practice, aas the
caase may be.

4.3 Fo
or the purposes of th
his Clause 4, the follo
owing term
ms shall havve the meaaning
hereinafter re
espectively aassigned to tthem:

a)) “corru
upt practice
e” means (i) the offeringg, giving, recceiving, or ssoliciting, dirrectly
directly, of anything of
or ind o value to influence the actionss of any peerson
conne
ected with the Bidding Process (for avoidaance of doubt, offerin
ng of
emplo
oyment to, or
o employin
ng, or engagging in any manner
m whaatsoever, dirrectly
or ind
directly, any official of the
t Authoritty who is orr has been associated
a in
n any
manner, directly o
or indirectlyy, with the Bidding Proceess or the Leetter of Awaard or
has dealt
d with matters co
oncerning the
t Concesssion Agreem
ment or arrising
thereffrom, beforee or after th
he execution
n thereof, at any time prrior to the eexpiry
of one year from om or otherwise
m the date such officiaal resigns or retires fro
ceases to be in the service of the Autthority, shall be deemeed to consttitute
influencing the acctions of a person
p conn
nected with the Biddingg Process); or
o (ii)
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save and
a except as permitteed under su
ub clause (d) of Clause 2.2.1 and 2.7.5,
2
engagging in any m
manner whattsoever, wheether duringg the Biddingg Process or after
the isssue of the Letter of Award or after
a the exxecution of the Concession
ement, as the case may be, any perrson in respeect of any m
Agree matter relating to
the Project or the Letter of Award or the
t Concession Agreem
ment, who att any
time has been or is a legal,, financial or
o technical adviser of the Authoriity in
relatio
on to any maatter concerrning the Pro
oject;

b) “fraud
dulent pracctice” mean
ns a misrepresentation
n or omisssion of factts or
supprression of facts or disclo
osure of inco
omplete faccts, in order to influencee the
Biddin
ng Process ;

c)) “coercive practicce” means impairing
i or harming or
o threateniing to impaair or
harm,, directly orr indirectly, any person or propertty to influen
nce any perrson’s
particcipation or acction in the Bidding Proccess;

d) “unde
esirable pracctice” means (i) establisshing contact with any p
person conneected
with o
or employed
d or engaged
d by the Authority with
h the objectiive of canvaassing
or atttempting to
o influence the Biddingg Process; or (ii) havin
ng a Conflict of
Intere
est; and

e) understanding or
“restrrictive practiice” means forming a cartel or arrivving at any u
arranggement amo
ong Applican
nts with thee objective o
of restrictingg or manipulating
a full aand fair com
mpetition in tthe Bidding Process.

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5. Pre‐Applicaation Conferrence

5.1 A Pre‐Appliccation confeerence of the
A t interestted parties shall be convened att the
designated date,
d time and
a place. Only
O those persons wh
ho have purrchased the RFQ
document sh wed to particcipate in thee Pre‐Applicaation conferrence. Applicants
hall be allow
w have do
who ownloaded the
t RFQ document from
m the KSIDC
C’s website (www.ksidcc.org)
sh
hould submit a Demand
d Draft of Rss. 35,000 (Rss. thirty five thousand o
only) toward
ds the
co
ost of docum
ment, through their rep nce. A maximum
presentativee attending tthe conferen
of three representatives of each App
plicant shall be allowed to participate on produ
uction
of authority letter from the Applicaant. The Deemand Draftt should be in the nam
me of
“K
Kerala Statee Industrial D
Developmentt Corporation Ltd.” payaable at Thiruvvananthapu
uram.

5.2 D
During the course of Prre‐Applicatio
on conference, the App
plicants will be free to seek
cllarifications and make suggestions for consideeration of the Authority. The Auth
hority
sh
hall endeavo uch further information as it may, in its
our to proviide clarificattions and su
so
ole discretio
on, consider appropriatee for facilitating a fair, ttransparent and competitive
Bidding Proce
ess.

5.3 A
Applicants arre also advissed to intim
mate the dettails of the representattives who will
w be
atttending on their behalff to the officcer designateed in clause 2.13.3 at leaast one day prior
to
o the conference

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6
6. Miscellan
neous

6.1 The Bidding P
Process shalll be governeed by, and co
onstrued in accordance with, the law
ws of
ndia and the
In e Courts at Kochi shall have exclussive jurisdicttion over alll disputes arrising
under, pursuaant to and/ o
or in connecction with th
he Bidding Prrocess.

6.2 he Authorityy, in its sole discretion
th n and witho
out incurringg any obligaation or liab
bility,
reeserves the right, at anyy time, to;

(aa) suspend and / or cancel the B
Bidding Process and / or amend and / or supplement
the Biidding Proceess or modiffy the datess or other teerms and co
onditions relating
theretto;

b)
(b consu
ult with any A
Applicant in order to recceive clarification or furtther informaation;

(cc) pre‐qu
ualify or no
ot to pre‐qu
ualify any Applicant
A an
nd / or to consult
c with
h any
Appliccant in orderr to receive clarification or further in
nformation;

(d
d) retain mation and / or eviden
n any inform nce submittted to the Authority
A byy, on
behalff of, and / orr in relation to any Applicant; and / or

(ee) independently verify, disqualify, reject an
nd / or accep
pt any and aall submissio
ons or
other information
n and/ or eviidence subm
mitted by or on behalf off any Applicaant.

6.3 Itt shall be dee
emed that b
by submitting the Appliccation, the A
Applicant agrrees and releeases
th
he Authorityy, its employyees, agents and adviserrs, irrevocab
bly, uncondittionally, fullyy and
finally from aany and all liiability for claims, lossess, damages, costs, expenses or liabilities
in
n any way re
elated to or arising from
m the exercisse of any rigghts and / orr performan
nce of
any obligations hereundeer, pursuantt hereto and
d / or in conn
nection hereewith and w
waives
any and all rights and / or claimss it may haave in this respect, wh
hether actual or
co
ontingent, w
whether pressent or futurre.
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AP
PPENDIX I
LETTEER COMPRISSING THE AP
PPLICATION FOR PRE‐QU
UALIFICATIO
ON
(Refer Clause 2.13
3.2)
Dated:
To,
Exxecutive Director
es Resource Managemen
Sttate Fisherie nt Society (FFIRMA)
Sri Hari, 26/2817, Chettikkulangara, O
Opposite UP SSchool,
Trivandrum 6 695001

Through the Bid Manager
The Maanaging Direector,
K
Kerala State Industrial Deevelopment Corporation n Ltd.
266,Keston R
T.C.XI/2 Road,
Kow
wdiar,
Thiruvananth hapuram‐6955 003

Sub: Application f
A for Pre‐qualiification for Oceanarium
m at Puthu V
Vypeen, Kocchi Project

Dear Sir,
1 W
With referen RFQ documeent dated ________$, I/w
ce to your R we, having exxamined thee RFQ
document and understtood its co
ontents, heereby subm
mit my/our Application
n for
Q
Qualification for the aforesaid projecct. The Application is uncconditional aand unqualiffied.
2 I// We acknow
wledge that the Authoritty will be relying on the information
n provided in the
A
Application a
and the docu
uments acco
ompanying ssuch Applicaation for pree‐qualificatio
on of
th
he Applicantts for the afforesaid projject, and wee certify that all informaation provided in
th
he Application and in Annexes
A I to
o IV is true and correctt; nothing has been om
mitted
w
which renders such info
ormation misleading;
m a
and uments accompanying such
all docu
A
Application are true copies of their reespective orriginals.
3 This statement is made ffor the expreess purpose of qualifyin
ng as a Biddeer for the deesign,
build, finance
e, operate an
nd transfer o
of the aforessaid Project.
4 I//We shall make
m availab
ble to the Authority any
a addition
nal informattion it mayy find
necessary or require to supplement o
or authenticcate the Quaalification staatement.
5 I// We acknow
wledge the right of the A
Authority to reject our A
Application w
without assiggning
any reason or otherwise and hereby waive, to th
he fullest extent permittted by applicable
laaw, our rightt to challengge the same on any acco
ount whatsoeever.

$
All blank spaces shall be
e suitably filled
d up by the Applicant to refleect the particullars relating to such Applican
nt.
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6 I//We certify that in the last three years, we/an

ny of the Co
onsortium Members
M or our /
th
heir Associaates have neither
n faileed to perform on any contract, as
a evidenceed by
im by an arbitral or judicial authority o
mposition off a penalty b or a judicial pronouncement
or arbitration
n award, norr been expeelled from an
ny project o
or contract n
nor have had
d any
co
ontract term
minated by any public au
uthority for b
breach on ou
ur part.

7 I//We declare that:
(aa) I/We have examined and havve no reservvations to th

he RFQ document, inclu
uding
any Addendum issued by the Authority.

(b
b) I/We do not havee any conflictt of interestt in accordan
nce with Clauses 2.2.1(c) and
2.2.1(d) of the RFQ documentt

(cc) I/We have not directly or ind
directly or th
hrough an agent engageed or indulgged in
any co
orrupt practtice, fraudulent practicee, coercive p
practice, und
desirable praactice
or resstrictive pracctice, as deffined in Clau
use 4.3 of th
he RFQ docu
ument, in resspect
of anyy tender or request for proposal issued by or aany agreement entered
d into
with the
t Authority or any other
o public sector enterprise or any
a governm
ment,
Centraal or State; aand

d)
(d I/We hereby certify that we have taken steps to ensure that in conformity with
the prrovisions of Section 4 o
of the RFQ document, no person accting for us o
or on
our behalf
b has engaged
e orr will engagge in any corrupt
c pracctice, fraudulent
practice, coercivee practice, un
ndesirable practice or reestrictive praactice.

8 I//We understtand that yo
ou may cancel the Bidding Process aat any time and that you are
neither boun
nd to accep
pt any App
plication thaat you mayy receive no
or to invitee the
A
Applicants to
o Bid for the Project, without
w incu
urring any liiability to th
he Applicantts, in
acccordance w
with Clause 2
2.17.6 of thee RFQ docum
ment.
9 I//We believe that we/our Consortium
m / proposeed Consortium satisfy(iess) the Net W
Worth
crriteria and m
meet(s) all th
he requirem
ments as speecified in thee RFQ docum
ment and arre / is
qualified to submit a Bid..
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10 I//We declare that we/an
ny Member of the Consortium, or o
our / its asso
ociates are not a
M
Member of a / any other Consortium
m applying fo
or pre‐qualifiication.
11 I// We certify that in regaard to matteers other thaan security aand integrityy of the cou

untry,
w any Member of thee Consortium or any of
we/ o our/ their Associatess have not been
co
onvicted byy a Court of Law or in
ndicted or adverse
a orders passed by a regulatory
authority wh
hich could caast a doubtt on our ability to undeertake the Project
P or which
w
reelates to a grave offencee that outragges the moraal sense of tthe commun
nity.
12 I// We further certify thaat in regard to matters relating to security and
d integrity of
o the
co
ountry, we// any Memb
ber of the Co
onsortium or
o any of our/ their Associates havee not
been charge‐sheeted by any agency o
of the Government or co
onvicted by a Court of LLaw.
13 I// We further certify thaat no investigation by a

a regulatoryy authority is pending either
e
aggainst us/ any Memberr of the Con
nsortium or against our// their Asso
ociates or aggainst
our CEO or an
ny of our dirrectors/ man
nagers/ emp
ployees.
14 I//We undertaake that in case due to

o any changge in facts or
o circumstaances duringg the
Bidding Proce
ess, we are attracted by
b the provissions of disq
qualification
n in terms of
o the
guidelines refferred to above, we shall intimate th
he Authorityy of the same immediateely.

15 The Statemen
nt of Legal C
Capacity as p
per format p
provided at A
Annex‐V in A
Appendix‐I o
of the
RFQ docume
ent, and duly signed, iss enclosed. The powerr of attorneey for signin
ng of
application and the pow
wer of attorn
ney for Lead
d Member o
of consortium
m, as per fo
ormat
provided at A
Appendix II aand III respecctively of thee RFQ, are also enclosed
d.

16 I//We undersstand that the selecteed Bidder shall eitherr be an exxisting Com
mpany
ncorporated under the Indian Comp
in panies Act, 1956, or shaall incorporaate itself as such
prior to execu
ution of the Concession Agreement..
17 I// We herby confirm thaat we are in compliancee of the O&M ments specified in

M requirem
Clause 2.2.3.
18 I//We, herebyy irrevocablyy waive anyy right which we may have
h at anyy stage at laaw or
howsoever otherwise
o a
arising to ch
hallenge orr question any decision taken byy the
A
Authority in connection with the selection of Applicants,
A selection of the
t Bidder, or in
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co
onnection w
with the selection/ Bidding Process itself, in resp
pect of the aabove mentioned
Project and th
he terms and implemen
ntation thereeof.
19 I//we agree and undertake to abid

de by all the
t terms and
a conditio
ons of the RFQ
document.

20 I//We certify tthat in terms of the RFQ
Q, my/our Networth is R
Rs. ………………
….. (Rs. in words)
and the Aggre
egate Experience Score is ………………
……….. (numb
ber in wordss).

{21 We agree and undertakee to be jointtly and seveerally liable ffor all the o
W obligations o
of the
Concessionaire under th
he Concessio
on Agreemeent till occurrence of Financial Clo
ose in
with the Concession Agreeement.}$
acccordance w

In ereof, I/We submit this application under and in accordancce with the tterms
n witness the
of the RFQ do
ocument.

Yours faithfully,

Date: (Signaturee of the Authorised Sign
natory)
Place:
(Name and designaation of the A
Authorised SSignatory)
Name aand seal of the Applicant / Lead Firm
m

$
Omit if th
he Applicant is not a Consortiium.
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AP
PPENDIX I
Annex‐I
Detaills of Applicaant
1. (aa) Name
e:
(b
b) Counttry of incorp
poration:
(cc) ess of the corporate headquarters and its branch office(s), iff any, in Indiia:
Addre
(d
d) Date o
of incorporaation and / o
or commenceement of bu
usiness:

2. Brief description of the Company including
i deetails of its main lines of businesss and
proposed role nsibilities in this Project:
e and respon

3. D
Details of ind
dividual(s) w
who will servve as the po
oint of contaact / commu
unication fo
or the
A
Authority:
(aa) Name
e:
(b
b) Design
nation:
(cc) Comp
pany:
(d
d) Addre
ess:
(ee) Telephone Number:
(ff) E‐Mail Address:
(gg) Fax Number:

4. Particulars off the Authorized Signato
ory of the Ap
pplicant:
(aa) Name
e:
(b
b) Design
nation:
(cc) Addre
ess:
(d
d) Phone
e Number:
(ee) Fax Number:

5. In
n case of a C
Consortium:

(aa) The in
nformation above (1‐4) should bee provided for
f all the members of the
Conso
ortium.
(b
b) A cop
py of the Jt. Bidding, as envisaged in
n Clause 2.2
2.6 (g) should be attacheed to
the Ap
pplication.
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(cc) Inform
mation regarding role of
o each member should be provid
ded as per table
below
w:

Sr. Name of Member Role* Perceentage of eqquity in the
No. {{Refer Clause 2.2.6(d)}$ Consortium
{Refer C
Clauses 2.2.6
6(a), (c) & (gg)}
1.
2.
3.
4.
* The role of each membeer, as may bee determineed by the Ap
pplicant, sho
ould be indiccated
in
n accordance
e with instru
uction 4 at A
Annex‐IV.

(d) The followingg information shall also b
be provided for each meember of thee Consortium
m:

Name off Applicant // member off Consortium
m:
No. Criterria Yes No

1. Hass the Ap
pplicant / constituen
nt of the
Con
nsortium beeen barred b
by the Central / State /
UT Governmeent, or anyy entity con
ntrolled by
the
em, from participating
p in any Pro
oject (Built
Operate Transffer or otherw
wise)
2. If tthe answer tto 1 is yes, d
does the bar subsist as
on the date of Application
3. Hass the Ap
pplicant / constituen
nt of the
Con
nsortium paaid liquidatted damagees of more
thaan 5% of thee contract value
v in a co
ontract due
to delay or hass been penaalised due to
o any other
reaason in relattion to execcution of a contract,
c in
the
e last three yyears?

$
All provisiions contained in curly parenthhesis shall be suuitably modified by the Applicant to reflect thhe particulars
relating to such Applicant
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6. A statement by the Applicant and each of th
A he Members of its Con
nsortium (w
where
applicable) orr any of their Associatess disclosing m
material non
n performance or contraactual
non‐complian ontractual disputes and litigation/ arbitration
nce in past projects, co a in
n the
reecent past iss given below
w (Attach exxtra sheets, if necessary)):

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AP
PPENDIX ‐ I
Annex‐II
Applicant @
Tecchnical Capaacity of the A
(Referr to Clauses 2.2
2.2(A), 3.2 and
d 3.3 of the RFQ
Q)
Applicant M
Member Project Category $
C ence¥
Experie E
Experience
$$
Type# Code* Code **
C (EEquivalent R
Rs. crore) Score £
Paymentss Paymen
nts made R
Revenues
made/receivved for deevelop‐ ap
ppropriat
for constructtion ment of Eligible ed from
of Eligiblee Projeects in Eligible
Projects in
n Categgories 1 Projects in
Categories 3 and an
nd 2 Categories 1
4 and 2
1 2 3 4 5 6 7 8
Sin
ngle entry a
a
applicant b
b
c
c
d
d
Consortium 1a
1
meember 1 1b
1
1c
1
1d
1
Consortium 2a
2
meember 2 2b
2
2c
2
2d
2
Consortium 3a
3
meember 3 3b
3
3c
3
3d
3
Consortium 4a
4
meember 4 4b
4
4c
4
4d
4
AG
GGREGATE EXPERIENCE SCORE =
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@
Prrovide details of only those projects that have been undertaken by the Applicant u
under its own name
an Associate speccified in Clausse 2.2.9 and/ or by a projecct company elligible under C
nd/ or by an A Clause
3..2.3(b). In casse of Categoriies 1 and 2, in
nclude only th
hose projects w
which have an
n estimated ccapital
co
ost exceeding the amount sspecified in Cla
ause3.2.3 (c) a gories 3 and 4,, include only those
and for Categ
prrojects where the paymentss made/receivved exceed thee amount speecified in Clausse 3.2.4. In casse the
Ap
pplication Due Date falls within
w 3 (threee) months of the close of the
t latest fina
ancial year, reefer to
Cllause 2.2.12.
#
An Applicant consisting
c of a
a single entitty should fill in details as per the row titled Single entity
Ap
pplicant and ignore the ro
ows titled Con mber. In case of a Consortiium, the row titled
nsortium Mem
Siingle entity Ap
pplicant may b
be ignored. In an Associate, necessary eviidence
n case credit iss claimed for a
to
o establish thee relationship
p of the Appliccant with such
h Associate, in
n terms of Cla
ause 2.2.9, sh
hall be
prrovided.
* M
Member Codee shall indicate NA for Nott Applicable in
n case of a siingle entity Applicant.
A For other
M
Members, the following ab
bbreviations are d viz. LM meeans Lead Member, TM means
a suggested m
Teechnical Mem
mber, FM mean Member and OM means Other Member.
ns Financial M
** Reefer Annex‐IV ndix‐I. Add more rows if neceessary.

V of this Appen
$
Reefer Clause 3.2
2.1.
¥
In
n the case of EEligible Projectts in Categoriees 1 and 2, thee figures in co
olumns 6 and 7 may be add
ded for
co
omputing thee Experience Score of the respective projects.
p In th
he case of Ca
ategories 3 and
a 4,
co
onstruction sh
hall not includ
de supply of goods or equip
g pment except when such g
goods or equip
pment
fo
orm part of a tturn‐key consttruction contrract/ Engineerring Procurement Constructtion contract ffor the
prroject. In no case
c d be included while compu
shall thee cost of land uting the Expeerience Score of an
Elligible Project
$$
Fo
or conversion of US Dollars to Rupees, thee rate of convversion shall bee Rupees 50 (ffifty) to a US D
Dollar.
In
n case of any o
other currencyy, the same sh
hall first be co n the date 60 (sixty)
onverted to USS Dollars as on
da
ays prior to th
he Application
n Due Date, a
and the amoun
nt so derived in US Dollarss shall be convverted
in
nto Rupees at aid rate. Thee conversion rate of such
a the aforesa h currencies shall be the daily
reepresentative exchange ratees published b
by the Internattional Moneta
ary Fund for th
he relevant da
ate.
£
Divide the amo
ount in the Exp
perience colum
mn by one cro
ore and then m
multiply the reesult thereof b
by the
ap
pplicable factor set out in TTable 3.2.6 to
o arrive at thee Experience SScore for each
h Eligible Projeect. In
th
he case of an
a Eligible Project
P situateed in an Orrganisation fo
or Economic Co‐operation
n and
Development (O
OECD) countryy, the Experieence Score so a
arrived at sha
all be further m
multiplied by 0
0.5, in
acccordance witth the provisio
ons of Clause 3 he Experience Score
3.2.7, and thee product therreof shall be th
or such Eligiblee Projects
fo
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A
APPENDIX I
A
Annex‐III
Financial Capacity of the Applicant
(Refer to Claauses 2.2.2 ((B), 2.2.4(ii) and 3.4 of the RFQ)
(In Rss. crore$$)
Applicaant Member NET
$ £ Net cash acccruals
Type
e Co
ode WORTH *
Ye
ear 1 Yeaar 2 Yearr 3 Year 4
4 Year 5 Year 1
1 2 3 4
4 5 6 7 8
Single en
ntity
applicantt
Consortiu
um
member 1
Consortiu
um
member 2
Consortiu
um
member 3
Consortiu
um
member 4
Total

Name & address of A
Applicant’s Bankers:
$
An Applicant consisting of a single enttity should fill in details aas per the ro
ow titled Sin
ngle
enttity Applicaant and ign
nore the ro
ows titled Consortium
C Members. In case off a
Consortium, ro
ow titled Single entity Ap
pplicant mayy be ignored
d.
£
Forr Member Code, see insttruction 4 att Annex‐IV o
of this Appen
ndix‐I.
* Thee Applicant should provvide details of its own FFinancial Capability or o

of an Associate
speecified in Claause 2.2.9
$$
Fo
or conversion
n of other cu
urrencies intto rupees, seee note belo of Appendix‐I.
ow Annex‐II o

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ons:
Instructio
1. Th
he Applicantt / its constituent conso
ortium mem
mbers shall aattach copiees of the balance
sh
heets, financial statem
ments and Annual
A Reports for 5 (five) yearss precedingg the
Ap
pplication Due Date. Thee financial sttatements sh
hall:
a)) reflect the financiaal situation of the Applicant or Con

nsortium Members and
d its /
their A here the Applicant is relying on its A
Associates wh Associate’s fiinancials;
b) be aud
dited by a sttatutory aud
ditor;
c)) be com
mplete, inclu
uding all nottes to the fin
nancial stateements; and
d)) corresp
pond to acccounting periods
p alreeady completed and audited
a (no
o
statem
ments for parrtial periods shall be req
quested or acccepted).
2. N
Net Cash Accruals shall m
mean Profit aafter Tax + D
Depreciation.

3. N Worth shall
Net s mean (Subscribed
( and Paid‐u
up Equity + Reserves) less (Revaluation
reeserves + miscellaneou
m us expenditure not wrritten off + reserves not
n availablee for
distribution to equity shaareholders).

4. Year 1 will be
e the latest ccompleted ffinancial yeaar, precedingg the biddingg. Year 2 shaall be
th
he year imm
mediately preeceding Year 1 and so o
on. In case th
he Applicatio
on Due Datee falls
w
within 3 (thre
ee) months o
of the close of the latestt financial yeear, refer to Clause 2.2.1
12.

5. n the case o
In of a Consortiium, a copy of the Jt. Bidding Agreement shall be submittted in
acccordance w
with Clause 2
2.2.6 (g) of th
he RFQ docu
ument.

6. The applicantt shall also p
provide the n
name and ad
ddress of thee Bankers to
o the Applicaant.

7. The Applican ditor’s Certifficate speciffying the Net Worth of the
nt shall provvide an Aud
A
Applicant and
d also speciffying the meethodology adopted forr calculating such Net W
Worth
in
n accordance
e with Clause 2.2.4(ii) off the RFQ do
ocument.

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AP
PPENDIX I
A
Annex‐IV
Details off Eligible Pro
ojects
(Refer to Clauses 2.2.2(A), 3.2 an
nd 3.3 of the RFQ)
Project code:: Memberr Code:
Item R
Refer Particulaars of the
Insttruction Pro
oject
1 2 3
Title &
& Nature of the project
Categgory 5
Year‐‐wise a) payyments received/ made for 6
consttruction, b)
b paymentts made for
devellopment off PPP projeects and/orr c)
reven
nues appropriated
Entityy for wh
hich the project was
w 7
consttructed/ devveloped
Locattion
Project cost 8
Date of comm
mencement of Projeect/
contrract
Date of completio
on/ Commisssioning 9
Equity sharehold
ding (with period during 10
h equity wass held)
which
Whetther credit is being taken for the 15
Eligib
ble Experience of an Associate
A (Yees /
No)
Instructio
ons:
1. A
Applicants arre expected to providee information in respect of Eligiblee Projects in
n this
A
Annex. The projects
p citeed must com
mply with th
he eligibilityy criteria specified in Clause
3.2.3 and 3.2
2.4 of the RFFQ, as the case may be. Informatio
on provided in this sectiion is
ntended to serve
in s as a backup
b for information provided in
n the Applicaation. Appliccants
sh
hould also re
efer to the In
nstructions b
below.

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2. Fo
or a single entity Applicant, the Project
P Codees would bee a, b, c, d etc. In casee the
A
Applicant is a
a Consortium
m then for M
Member 1, th
he Project Co
odes would be 1a, 1b, 1
1c, 1d
ettc., for Mem
mber 2 the Prroject Codess shall be 2a, 2b, 2c, 2d eetc., and so on.

3. A
A separate sh
heet should be filled for each Eligiblee Project.

4. M de shall indiccate NA for Not Applicaable in case of a single entity Appliicant.
Member Cod
Fo
or other Members, thee following abbreviatio
ons are sugggested viz. LM means Lead
M
Member, TM
M means Tecchnical Mem
mber, FM means Financcial Memberr and OM means
m
O
Other Member. In case the Eligible P
Project relatees to an Associate of thee Applicant or its
Member, write “Associatte” along witth Member C
M Code.

5. Refer to Clause 3.2.1 of the RFQ for ccategory num
mber.

6. The total payments received/ mad
de and/or reevenues appropriated for
f each Eliigible
Project are to
o be stated in Annex‐II of this Appeendix‐I. The figures to b
be provided here
sh
hould indicaate the breaak‐up for the past 5 (fivve) financiall years. Year 1 refers to
o the
financial yearr immediately precedingg the Applicaation Due Daate; Year 2 rrefers to thee year
before Year 1
1, Year 3 reffers to the yyear before Year 2, and so on (Refeer Clause 2.2
2.12).
Fo
or Categorie
es 1 and 2, expendituree on develo
opment of the
t project and/or reveenues
appropriated, as the casse may be, should
s be provided, but only in resspect of pro
ojects
having an esttimated cap
pital cost exceeding thee amount sp
pecified in Clause 3.2.3(c). In
caase of Categgories 3 and
d 4, paymen
nts made/ received
r only in respectt of constru
uction
sh
hould be provided,
p bu
ut only if the
t amountt paid/received exceed
ds the minimum
sp
pecified in Clause
C 3.2.4
4. Payment for construcction works should only include caapital
exxpenditure, and should not include expendituree on repairs and mainten
nance.

7. In
n case of pro
ojects in Cattegories 1 an
nd 2, particu
ulars such ass name, add
dress and contact
details of owner/ Authorrity/ Agency (i.e. concession grantorr, counter paarty to PPA, etc.)
m be provvided. In casse of projects in Catego
may ories 3 and 4, similar particulars
p o the
of
cllient need to
o be provideed.

8. Provide the e
estimated capital cost off Eligible Project. Refer to Clauses 3.2.3 and 3.2.4

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9. Fo
or Categorie
es 1 and 2, the date of
o commissio
oning of thee project, upon compleetion,
sh
hould be ind
dicated. In ccase of Cateegories 3 and 4, date off completion
n of constru
uction
sh
hould be in
ndicated. In the case of
o projects under consstruction, th
he likely datte of
co
ompletion o
or commissio
oning, as thee case may b
be, shall be in
ndicated.

10. Fo
or Categorie
es 1 and 2, th
he equity shareholding o
of the Appliccant, in the ccompany ow
wning
th
he Eligible Project, held continuously during the period forr which Eligible Experien
nce is
cllaimed, need
ds to be giveen (Refer Claause 3.2.3).

11. Exxperience fo
or any activity relating tto an Eligiblee Project shall not be claimed by tw
wo or
m
more Membe
ers of the Co
onsortium. In other worrds, no doub
ble counting by a consorrtium
in
n respect of the same exxperience shall be permiitted in any m
manner whaatsoever.

12. Certificate frrom the Applicant’s staatutory auditor$ or its respective clients musst be
urnished as p
fu per formats below for eeach Eligible Project. In jurisdictions that do not have
sttatutory auditors, the auditors who
w audit th
he annual accounts off the Applicant/
Member/Associate may p
M provide the requisite certification.

13. ming experieence under Categories 1 & 2£, it should
Iff the Applicant is claim s provide a
ceertificate fro
om its statuttory auditor in the formaat below:

$
In case duly
d certified audited
a annual financial stateements containning the requisiite details are provided, a seeparate
certificationn by statutory auditors
a n be necessaryy.
would not
£
Refer Clauuse 3.2.1 of thee RFQ.
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Certtificate from
m the Statuto PP projectsΦ
ory Auditor rregarding PP
Based
d on the bookks of accountts and other published infformation au
uthenticated b
by it, this is tto
certifyy that …………………….. (n
name of thee Applicant/M
Member/Asso
ociate) is/ was
w an equitty
shareholder in ……
…………….. ) (tittle of the pro
oject compan
ny) and holds// held Rs. ……
…… cr. (Rupeees
………………….. crore) of equity
………… e (whicch constitutees ……..%* of
o the total paid up an
nd
subsccribed equity capital) of the project com
mpany from … ….. (date)¥. Th
……………. (date) to …………… he
projecct was/is like
ely to be com
mmissioned on
o ……………. (date
( of commissioning of
o the projectt).

urther certify that the totaal estimated ccapital cost o
We fu of the project is Rs. …………
…… cr., (Rupeees
…………
………………… Crore),
C of which Rs. ………
…… cr. (Rupeees ………………………… Cro
ore), of capital
expen
nditure was incurred
i during the past five financiaal years as per year‐wise details noteed
below
w:
…………
……………….
…………
………………
We also certify th
hat the eligible annual revvenues colleccted and app
propriated byy the aforesaiid
projecct company in terms of Clauses 3.2.1 aand 3.2.3 (d) o
of the RFQ du
uring the passt five financial
years were Rs. ………….. cr. ( Rup
pees …..croree) as per yearr‐wise details noted below
w:
…………….
…………
…………
……………
Namee of the audit firm:
Seal o
of the audit firm: (Signaturre, name and designation o
of the Authorrised Signatorry)
Date :

Φ
Provide Certificate
C as per this format only.
o Attach Exxplanatory Notees to the Certifficate, if necessary. Statutory auditor
a
means the entity
e that auditts and certifies the mpany.
t annual accoounts of the com
*Refer insttruction no.10 in this Annex‐IV
¥
In case thhe project is ow
wned by the Applicant companny, this languagge may be suitaably modified too read: “It is ceertified
that ……… ……….. (name of
o Applicant) coonstructed and/ or owned the …………..
… (naame of project) from …………
………..
(date) to …………………
… … (date).”
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14. Iff the Appliccant is claim 3 & 4♣, it should
ming experieence under Category 3 s proviide a
ceertificate fro
om its statuttory auditorss or the clien
nt in the form
mat given beelow:

Certificate from the Statutory Auditor/ Client regarrding develo
opment /con
nstruction
workksΦ

Based
d on the bookks of accountts and other published infformation authenticated b
by it, This is tto
certifyy that ………
……………….. (name of the Applicant//Member/Asssociate) wass engaged by
b
…………
……….. (title of the pro
oject compan
ny) to execu
ute ……………… (name off project) fo
or
………… ure of projecct)}Ψ. The co
…………. (natu onstruction of
o the project commenceed on …………
…..
(date)) and the pro
oject was/ is likely to be co
ommissioned on …………… (date, if any)). It is certifieed
that …
……………. (nam
me of the Applicant/ Mem
mber/ Associaate) received//paid Rs. ………
….. cr. (Rupeees
…………
……………………
… crore) by waay of paymen
nt for the aforresaid constru
uction works..

urther certifyy that the to
We fu oject is Rs. …… cr. (Rupeees
otal estimated capital cosst of the pro
…………
…………crore),, of which the Applicant/Member/A
Associate reeceived/paid Rs. ……… cr.
c
(Rupeees ………………
………… crore),, in terms of Clauses 3.2.1
1 and 3.2.4 o
of the RFQ, during the passt
five financial yearss as per year‐w
wise details n
noted below:
………………
…………
…………
………………
{It is ffurther certifiied that the p
payments/ reeceipts indicated above are restricted tto the share o
of
the Applicant
A wh
ho undertookk these worrks as a parrtner or a member
m of joint
j venturee/
ortium.}♠
conso

Seal o
of the audit firm: (Sign
nature, name and designattion of the
autho
orised signato
ory).
Date:

♣
Refer Claauses 3.2.1 andd 3.2.4 of the R
RFQ.
Φ
Provide CCertificate as p
per this format only. Attach EExplanatory No otes to the Certtificate, if neceessary.
Statutory aauditor means the entity that audits and ceertifies the ann nual accounts o of the companyy.
Ψ
In case th
he Applicant owned the Eligible Project and d engaged a co ontractor for undertaking thee construction
works, thiss language mayy be modified tto read: “ this is to certify thaat …………… (naame of Applicant/ Member/
Associate) held 26% or m more of the paid up and subsccribed share caapital in the…… …………. (name of Project
company) when it underrtook constructtion of the ………………. (namee of Project) through …………… ……… (name of the
contractorr).
♠
This certification should only be provvided in case o of jobs/ contraccts, which are executed as paart of a partneership/
joint ventu ure/ consortiumm. The payments indicated in the certificatte should be reestricted to the share of App plicant
in such paartnership/ joint venture/ co
onsortium. This portion may be omitted if the contracct did not invo
olve a
partnership/ joint ventu ure/ consortiuum. In case where
w work iss not executed
d by partnersship/ joint ven nture/
consortium m, this paragraph may be deleted.
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15. n the event that credit is being taken for the Eligible Exp
In perience of an Associatte, as
defined in Cllause 2.2.9, the Applicaant should also
a providee a certificatte in the fo
ormat
below:

egarding Asssociate$
Certificate ffrom Statutory Auditor// Company Secretary re
Based d on the auth henticated record of the ccompany, thiss is to certifyy that more tthan 50% (fiftty

per ceent) of the subscribed annd paid up vo o ……………… (name of thee Associate) is
oting equity of
held, directly or in ndirectly£, by ……………….. ((name of App plicant/ Conssortium Member). By virtu ue
of thee aforesaid sh hare‐holding, the latter exxercises contrrol over the former, who iis an Associatte
in terms of Clause 2.2.9 of the R RFQ.

A brieef description n of the said eequity held, directly or indiirectly, is giveen below:

{Desccribe the sharre‐holding of the Applicantt/ Consortium m Member in the Associate. In the even nt
the Asssociate is un nder common n control withh the Applican nt/Consortium m Member, th he relationshiip
may b be suitably deescribed and ssimilarly certif ified herein}

Seal o
of the audit firm: (Siggnature, nam
me and designation of the aauthorised siggnatory)
Date:

16. Itt may be noted
n that in the abseence of anyy detail in the above certificates, the
in
nformation w
would be considered inaadequate an
nd could lead
d to exclusio
on of the releevant
mputation of Experiencee Score.
project in com

$
In the eveent that the Ap pplicant/ Consoortium Membeer exercises co ontrol over an A Associate by operation of law w, this
certificate may be suitab bly modified annd copies of thee relevant law may be enclossed and referreed to.
£
In the case of indirecct share‐holdin
ng, the intervening compannies in the chain of ownersship should allso be
Associates i.e., the share e‐holding in eaach such comp pany should be more than 5 50% in order tto establish that the
chain of “ccontrol” is not broken.

Refer Claause 3.2.6 of th he RFQ
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AP
PPENDIX I
A
Annex‐V
Statementt of Legal Caapacity
(TTo be forwarrded on the lletterhead off the Applica
ant/ Lead Member of Co
onsortium)

Ref. Datee:
To,
Exxecutive Director
Sttate Fisherie
es Resource Managemen nt Society(FIIRMA)
Sri Hari, 26/2817,Chettikulangara. Op
pp UP schoool
Trivandrum 6 695001

Through the Bid Manager

The Maanaging Direector,
Kerala State Industrial Deevelopment Corporation
K n Ltd.
T.C.XI/2
266,Keston R
Road,
Kow
wdiar,
Thiruvananth hapuram‐6955 003
Dear Sir,

ur members in the Conssortium (con
We hereby confirm that we/ ou nstitution off which has been
d in the application) satiisfy the term
described ms and conditions laid ou
ut in the RFQ
Q documentt.

We havee agreed thatt …………………
…… (insert m
member’s naame) will actt as the Lead
d Member o
of our
consortiu
um.*

We havee agreed that ………………….. (insert in
ndividual’s n
name) will act as our representativee/will
act as th
he representtative of the consortium
m on its beehalf* and has
h been du
uly authorizeed to
submit the RFQ. Furrther, the authorised siignatory is vested
v with requisite powers to fu
urnish
such letter and authe
enticate the same.
Thankingg you,
Yours faith
hfully,
(Signaturee, name and designation
n of the auth
horised signaatory)
For and on b
behalf of……
……………………
………..
* Please strike out w
whichever is n
not applicable.

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AP
PPENDIX‐II
Power of Attorneyy for signing of Application
(Referr Clause 2.2..5)
Know all men by these presen

nts, We………
……………………………………….. (name of the firm
m and
address of the registered officce) do hereeby irrevocably constitu
ute, nominaate, appointt and
authorisee Mr/ Ms (name), ……………………
… … son/daughter/wife of
o ………………
………………… and
presentlyy residing at …………………
…., who is prresently emp
ployed with us/ the Lead
d Member o
of our
Consortiu osition of ……………………………., as our true and
um and holding the po d lawful atto
orney
(hereinaffter referred
d to as the ““Attorney”) to do in ourr name and on our behalf, all such acts,
nd things as are necessary or requireed in connecction with o
deeds an or incidental to submission of
d to Kerala State Indu
our appllication for pre‐qualificcation and submission of our bid ustrial
Developm
ment Corpo
oration (the “Bid Manaager”) for th
he Oceanarrium at Puthuvypeen, Kochi
K
Project proposed
p orr being devveloped by the
t Government of Kerala, repreesented by State
Fisheriess Resource Managemen
M nt Society (““FIRMA”), Government
G of Kerala Undertaking
U g (the
“Authoritty”) includin
ng but not limited
l to signing and submission
s of all appliccations, bidss and
other do
ocuments and writings, participatee in Pre‐Ap
pplications and
a other conferences
c s and
providingg informatio
on/ responsees to the Authority, representing us
u in all maatters beforee the
Authorityy, signing and
a executio
on of all co
ontracts including the Concession Agreementt and
undertakkings conseq
quent to accceptance of our bid, and
d generally d
dealing with the Authorrity in
all matteers in connecction with orr relating to or arising ou
ut of our bid
d for the said
d Project and
d / or
upon aw
ward thereof to us and // or till the eentering into
o of the Con
ncession Agreement with the
Authorityy.

ee to ratify and confirm and do hereeby ratify and confirm alll acts, deedss and
AND we hereby agre
one or caussed to be done by our said Attorn
things do ney pursuan
nt to and in
n exercise of
o the
powers cconferred byy this Power of Attorneyy and that alll acts, deedss and things done by ourr said
Attorneyy in exercise of the poweers hereby cconferred sh
hall and shalll always be deemed to have
been don
ne by us.

IN WITNESS WHEREO
OF WE, ………
……………., TH
HE ABOVE N NCIPAL HAVEE EXECUTED THIS
NAMED PRIN
POWER O
OF ATTORNEEY ON THIS …
……… DAY OFF ………., 20.......
F
For
…………………………..
(Siggnature, nam
me, designattion and add
dress)

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Witnessees:
1.
2. (Notarised
d)

Accepted
d

………………
………………
(Signaturre)
(Name, TTitle and Add
dress of the Attorney)

Notes:
• he mode off execution of the Pow
Th wer of Attorrney should be in acco
ordance with
h the
prrocedure, if
f any, laid down
d by thee applicable law and th
he charter documents
d o the
of
exxecutant(s) a
and when itt is so requirred, the sam
me should bee under com
mmon seal afffixed
in
n accordancee with the reequired proceedure.

• W
Wherever req
quired, the A
Applicant sho
ould submit ffor verificatiion the extra
act of the ch
harter
do
ocuments and
a documeents such as
a a board or shareho
olders’ resolution/ poweer of
atttorney in fa
avour of thee person exeecuting this Power of Atttorney for tthe delegation of
po
ower hereun
nder on beha
alf of the Applicant.

• Fo
or a Power o document wiill also have to be
of Attorney eexecuted and issued oveerseas, the d
leegalised by the Indian Embassy
E and notarised in the jurissdiction wheere the Pow
wer of
Attorney is being issued. However, the
t Power of
o Attorney provided
p byy Applicants from
co
ountries tha
at have signeed the Hagu
ue Legislatio
on Conventio
on, 1961 aree not requireed to
bee legalised b
by the Indian
n Embassy if
f it carries a cconforming A
Appostille ceertificate.

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AP
PPENDIX‐III
Power of A
Attorney forr Lead Member of Conso
ortium
(Refer Clause 2.2.5
5)

Whereass Kerala Statte Industriall Developmeent Corporaation ( the “Bid
“ Manageer”) on behaalf of
the Government off Kerala rep
presented by
b State Fissheries Reso
ource Manaagement So
ociety
(“FIRMA””) , Governm
ment of Keraala Undertakking (the “Authority”) has invited applications from
interesteed parties for the Oceanarium at Putthu Vypeen, Kochi Projeect (the “Projject”).

Whereass, ………………
……….., …………………….., ……………………
… ….. and …………………….. (collectivelyy the
“Consorttium”) beingg Members of the Conssortium are interested in
i bidding fo
or the Projeect in
accordan
nce with the d conditions of the Req
e terms and quest for Qu
ualification document
d (R
RFQ),
Request for Proposal (RFP) and o
other connected documents in respect of the Prroject, and

Whereass, it is necessary for thee Members o
of the Conso
ortium to deesignate onee of them as the
Lead Meember with
h all necesssary power and autho
ority to do for and on
n behalf off the
Consortiu
um, all acts, deeds and tthings as maay be necesssary in conneection with tthe Consortiium’s
bid for th
he Project an
nd its executtion.

NOW, TH
HEREFORE, K
KNOW ALL M
MEN BY THESSE PRESENTSS

We, …
……………………
….. having our reegistered office at ………………
………………………..,
M/s.…...…
……………………
….. having our registered office at …………
……………….………..,
M/s.………
……………….. having our regisstered office at …
……………………
……………… and
M/s.………
……………….. having our registered office at ……………………
… ….., (hereinaafter collecttively
referred to as the “P
Principals”) d
do hereby irrrevocably d ominate, constitute, appoint
designate, no
horise M/s. …………………….. having its registered
and auth d office at …
……………………
….., being on
ne of
the Mem
mbers of the
e Consortium
m, as the Lead
L Membeer and true and lawful attorney of
o the
Consortiu
um (hereinaafter referreed to as thee “Attorney””). We hereb
by irrevocab
bly authorisee the
Attorneyy (with pow
wer to sub‐d
delegate) to
o conduct all
a businesss for and on
o behalf off the
Consortiu
um and anyy one of us d
during the b
bidding proccess and, in the event th
he Consortiu
um is
awarded the concession/contracct, during th
he execution
n of the Projject and in tthis regard, tto do
on our b
behalf and on behalf of the Consorttium, all or aany of such acts, deedss or things aas are
necessarry or required or incidental to the prre‐qualificatiion of the Co
onsortium and submission of
its bid fo
or the Project, includingg but not lim
mited to signing and su
ubmission off all applicattions,
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bids and other documents and w
writings, parrticipate in b
bidders and other confeerences, respond
to queries, submit information
n/ documen
nts, sign and execute contracts and undertakings
consequeent to acce
eptance of the bid of the Conso
ortium and generally to representt the
um in all its dealings with the Autho
Consortiu ority, and/ o nt Agency or any
or any otherr Governmen
person, in all matters in connecttion with or relating to o
or arising out of the Con
nsortium’s biid for
the Projeect and/ or u
upon award thereof till the Concesssion Agreem
ment is enterred into with the
Authorityy.

AND herreby agree to ratify and
d confirm an
nd do hereby ratify and confirm all acts, deedss and
things do
one or caussed to be done by our said Attorn
ney pursuan
nt to and in
n exercise of
o the
powers cconferred byy this Power of Attorneyy and that alll acts, deedss and things done by ourr said
Attorneyy in exercise of the poweers hereby cconferred sh
hall and shalll always be deemed to have
been don
ne by us/ Co
onsortium.

IN WITNESS WHEREOF WE THE PRINCIPALSS ABOVE NA
AMED HAVE EXECUTED THIS POWEER OF
ATTORNEEY ON THIS …
…………………. DAY OF ……
……., 20.....…
or ………………
Fo ………..
(Signaature)
………………
………..
(Name & Title)

Fo
or ………………
………..
(Signaature)
………………
………..
(Name & Title)

Fo
or ………………
………..
(Signaature)
………………
………..
(Name & Title)

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Witnessees:

1.

2.
………………
…………………………
(Executants)
(To be exxecuted by aall the Memb
bers of the C
Consortium)

Notes:

• The m
mode of execcution of thee Power of A
Attorney shou
uld be in acccordance witth the procedure,
if anyy, laid down
n by the app
plicable law and the cha
arter documents of the executant(s)) and
when
n it is so req
quired, the ssame should
d be under ccommon sea
al affixed in accordance with
the reequired proccedure.

• Also, wherever required,
r th
he Applicantt should sub
bmit for verrification the extract off the
chartter documen
nts and docu
uments such
h as a board or shareholders’ reso
olution/ pow
wer of
attorrney in favo
our of the person
p execu
uting this Po
ower of Atttorney for th
he delegatio
on of
poweer hereunderr on behalf o
of the Applicant.

• For a
a Power of Attorney
A exeecuted and issued
i oversseas, the do
ocument willl also have to
t be
legaliised by thee Indian Em
mbassy and notarised in
n the jurisd
diction wherre the Power of
Attorrney is being issued. However,
H thee Power of Attorney provided
p by Applicants from
counttries that ha
ave signed the
t Hague Legislation
L C
Convention, 1961 are no
ot required to be
legaliised by the Indian Emba
assy if it carriies a conform
ming Apposttille certifica
ate.
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AP
PPENDIX‐IV
Joint Bid
dding Agreem
ment
(Refer Clause 2.13.2)
(To be execcuted on Stam
mp paper off appropriatee value)
THIS JOIN
NT BIDDING AGREEMEN
NT is entered
d into on thiss the ………… day of ………
…, 20....…

AMONGSST
1. {
{………… Limi
ited, a comp
pany incorpo
orated undeer the Comp
panies Act, 1
1956} and having
its registere
ed office att ………… (hereinafter referred
r to as the “Fiirst Part” which
w
e shall, unless repugnant tto the conteext include iits successorrs and perm
expression s mitted
a
assigns)
AND
2. {
{………… Limi
ited, a comp
pany incorpo
orated undeer the Comp
panies Act, 1
1956} and having
its registered office at ………… (hereinafter reeferred to as
a the “Seco
ond Part” which
w
e
expression s
shall, unless repugnant tto the conteext include iits successorrs and perm
mitted
a
assigns)
AND
3. {{………… Limited, a comp orated underr the Compaanies Act, 1956 and having its

pany incorpo
r
registered of
ffice at ………
…… (hereinaffter referred
d to as the “TThird Part” w
which expreession
s
shall, unless repugnant tto the context include its successorss and permittted assigns))}
AND
4. {
{………… Limited, a comp
pany incorpo
orated underr the Compaanies Act, 1956 and having its
r
registered office
o at ………… (hereeinafter refeerred to ass the “Fourrth Part” which
w
e
expression s
shall, unless repugnant tto the conteext include iits successorrs and perm
mitted
$
a
assigns)}
T above mentioned
The m p
parties of th
he FIRST, SEECOND, {THIRD and FO
OURTH} PARTT are
c referred to aas the “Parties” and each is individually referred
collectively r d to as a “Party”

$
The numbeer of Parties willl be shown here, as applicable, ssubject howeverr to a maximum of 6 (six).
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AS
WHEREA
(A) O behalf off Governmeent of Kerala (GoK), reepresented by

On b State Fissheries Reso
ource
M
Management
t Society (“FFIRMA”) , Go
overnment o
of Kerala Un
ndertaking, having its offfices
att Sri Hari, 26/2817,Che
2 ettikulangaraa. Opp UP school,
s Trivaandrum 695
5001 (herein
nafter
reeferred to as the “Auth
hority” which
h expression
n shall, unleess repugnan
nt to the context
or meaning thereof, incclude its ad
dministratorrs, successors and assigns) has in
nvited
applications (the Applications”) th
hrough its Bid Managger Kerala State Indu
ustrial
D
Development
t Corporatio
on Ltd., represented byy its Managging Directo
or and havin
ng its
principal offfices at Kerala Staate Industrial Develo orporation Ltd.
opment Co
T.C.XI/266,Ke
eston Road, Kowdiar, Thiruvananthaapuram‐695 003 ( the “B
Bid Managerr”) by
itts Request fo
or Qualificattion No. ……
……… dated …………
… (the “RFQ”) for pre‐qualification
and short‐lissting of bidders for developmeent and operation/
o maintenance of
O
Oceanarium at Puthuvyypeen, Koch
hi Project (the “Project”) through public prrivate
partnership.

(B) The Parties are interested in jointly b
bidding for tthe Project aas memberss of a Consorrtium
and in accord
dance with the terms and
a conditio
ons of the RFQ document and otheer bid
documents in
n respect of the Project, and

(C) essary condition underr the RFQ document that the members
Itt is a nece m off the
Consortium sshall enter in
nto a Joint B
Bidding Agreeement and furnish a co
opy thereoff with
th
he Applicatio
on.

NOW IT IIS HEREBY A
AGREED as fo
ollows:
1. D
Definitions and Interprettations

In
n this Agree
ement, the capitalised
c t
terms shall, unless the context oth
herwise requ
uires,
have the meaaning ascribeed thereto u
under the RFFQ.

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2. Consortium
C

2.1 The Parties do
d hereby irrrevocably constitute
c a consortium (the “Conssortium”) fo
or the
purposes of jointly particcipating in th
he Bidding Prrocess for th
he Project.

2.2 The Parties hereby
h n the Bidding Process only
undeertake to paarticipate in o through
h this
Consortium aand not individually and
d/ or througgh any otherr consortium
m constituteed for
th
his Project, e
either directtly or indirecctly or througgh any of theeir Associatees.

3. Covenants

T
The Parties h
hereby undeertake that in the event the Consorttium is declaared the seleected
B
Bidder and aawarded thee Project, it shall subscribe to the special purp
pose vehiclee (the
“
“SPV”) creatted by GoK
K for the Prroject, undeer the Indian Companiees Act, 1956 for
e
entering into
o a Concesssion Agreem
ment with the Authority and for performing
p a its
all
o as the Conceessionaire in terms of the Concession Agreemen
obligations a nt for the Pro
oject.

4. R
Role of the Parties

The Parties hereby
h undeertake to perform the roles and responsibilit
r ties as described
below:
(aa) Party of the Firstt Part shall be the Lead
d member of
o the Consortium and shall
have the power o
of attorney from all Parrties for con
nducting all business forr and
ehalf of the C
on be Consortium during the B
Bidding Proccess and unttil the Appointed
Date under the C
Concession A
Agreement w
when all thee obligationss of the SPV shall
becom
me effective;

(b
b) Party of the Secon
nd Part shalll be {the Tecchnical Mem
mber of the C
Consortium;}}

{((c) Party of the Third Part shall be the Financcial Memberr of the Conssortium; and
d}

{((d) Party of the Fourtth Part shall be the Operration and M
Maintenancee Member/ O
Other
Memb
ber of the Co
onsortium.}

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5. oint and Sevveral Liabilityy
Jo
The Parties do hereby undertake to be jointly and seeverally ressponsible fo
or all
nd liabilitiess relating to the Project and in accorrdance with the terms o
obligations an of the
RFQ, RFP and
d the Conceession Agreeement, till such time ass the Financcial Close fo
or the
Project is ach
hieved underr and in acco
ordance with
h the Concesssion Agreem
ment.
6. Shareholdingg in the SPV

6.1 The Parties agree that the proportion
n of shareho
olding among the Parties in the SPV
V shall
be as follows:
Fiirst Party:
Seecond Partyy:
{TThird Party:}}
{FFourth Partyy:}

6.2 T
The Parties mum of 26% (twenty sixx per cent) o
undertake that a minim of the subscribed
a
and paid up equity sharee capital of tthe SPV shall, at all timees till the seccond anniveersary
o
of the date o
of commerccial operation of the Pro
oject, be held by the Parties of the First,
{
{Second and
d Third} Partt whose exp
perience and
d networth have been reckoned
r fo
or the
p
purposes of qualification and short‐‐listing of Ap
pplicants for the Project in terms o
of the
R
RFQ.
6.3 T
The Parties u
undertake th
hat each of the Parties sspecified in Clause 6.2 aabove shall, at all
t
times between the co
ommercial operation date
d of thee Project and
a the seecond
a
anniversary thereof, hold subscribed
d and paid u
up equity share capital o
of SPV equivvalent
t
to at least 5%
% (five per cent) of the TTotal Projectt Cost.
6.4 T undertake that they shaall collectiveely hold at leeast 51% (fiffty one per cent)

The Parties u
o the subsccribed and paid up equ
of uity share capital
c of the SPV at all times untiil the
s
second anniv
versary of th
he commercial operation
n date of thee Project.
6.5 T Parties undertake that

The t they sh
hall comply with
w all equ
uity lock‐in requirement
r ts set
f
forth in the C
Concession A
Agreement.

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6.6 T
The Parties u
undertake th
hat the O&M
M Member shall subscrib
be and hold at least 10%
% (ten
p
per cent) of the subscrib
bed and paid
d up equity shares in the SPV for a period of 5 (five)
y
years from the date of ccommercial o
operation off the Projectt, in terms o
of the Conceession
A
Agreement.

7. R
Representat
tion of the P
Parties

E
Each Party re
epresents to
o the other P
Parties as of the date of this Agreem
ment that:

(
(a) Such P
Party is dulyy organised, validly existting and in good standin
ng under thee laws
of its incorporatio
on and has all requisitee power and
d authority tto enter into
o this
Agree
ement;

(
(b) The execution,
e deelivery and performancce by such Party
P of thiss Agreement has
been authorised by all neceessary and appropriate
a corporate or
o governmental
action
n and a copyy of the extract of the ch
harter docum
ments and b
board resolu
ution/
power of attorneey in favourr of the person executting this Agreement for the
delegaation of pow
wer and autthority to exxecute this Agreement
A on behalf of
o the
Conso
ortium Mem
mber is annexed to this Agreement, and will no
ot, to the beest of
its kno
owledge:

(i) ny consent or approval n
require an not already o
obtained;

(ii) violate any Applicablee Law presently in effecct and having applicabiliity to
it;

(iii) violate the memoran
ndum and articles of asssociation, by‐laws
b or other
o
applicablee organisatio
onal documeents thereof;;

(iv) violate an
ny clearancce, permit, concession
n, grant, license or other
o
governmeental authoriisation, apprroval, judgem
ment, order or decree o
or any
mortgage agreement,, indenture or any otheer instrumen
nt to which such
Party is a party or by which such
h Party or an
ny of its pro
operties or aassets
are bound
d or that is ottherwise applicable to ssuch Party; o
or

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(v) create or iimpose any liens, mortggages, pledges, claims, security interrests,
charges orr Encumbran
nces or obligations to ccreate a lien, charge, pleedge,
security in
nterest, enccumbrances or mortgagge in or on the properrty of
such Partyy, except fo
or encumbraances that would
w not, individually
i or in
the aggreggate, have a material
a adverse effecct on the fin
nancial cond
dition
or prospeccts or business of such Party so as to prevent such Party from
fulfilling its obligationss under this Agreement;;

(
(c) this A
Agreement iss the legal aand binding obligation o
of such Partyy, enforceab
ble in
accord
dance with iits terms agaainst it; and

d
d) there is no litiggation pending or, to the best of
o such Parrty’s knowleedge,
hich it or any of its Affiliates is a paarty that preesently affeccts or
threattened to wh
which
h would have a materrial adversee effect on the financcial conditio
on or
prospects or business of such
h Party in the fulfillmentt of its obligations under this
Agree
ement.

8. ermination
Te
T
This Agreem
ment shall bee effective frrom the datte hereof an
nd shall conttinue in full force
a
and effect until the Finaancial Close of the Projeect is achievved under an
nd in accord
dance
w
with the Co
oncession Aggreement, in
n case the Project is awarded
a to the Consorttium.
H
However, in case the Co
onsortium iss either not p
pre‐qualified
d for the Pro
oject or doees not
g
get selected for award o
of the Projecct, the Agreement will sstand termin
nated in case the
A
Applicant is not pre‐quaalified or upo
on return off the Bid Seccurity by the Authority to the
B
Bidder, as th
he case may be.
9. M
Miscellaneou
us

9.1 TThis Joint Bid
dding Agreem be governed by the Applicable laws iin India.
ment shall b

9.2 The Parties aacknowledgee and acceptt that this A
Agreement sshall not be amended by the
Parties witho
out the prior written con
nsent of the A
Authority.

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IN WITNESS WHEREEOF THE PA
ARTIES ABOV
VE NAMED HAVE EXECUTED AND DELIVERED THIS
AGREEMENT AS OF TTHE DATE FIR
RST ABOVE W
WRITTEN.

SIGNED, SEALED AND
D DELIVERED
D NED, SEALED
SIGN D AND DELIV
VERED
on behalf of LEAD MEMB
For and o BER by: ND PART by:
For and on behaalf of SECON
(Signatu
ure) (Siggnature)
(Name)) (Name)
(Design
nation) (Designation)
(Addresss) (Address)

SIGNED, SEALED AND
D DELIVERED
D SIGN
NED, SEALED
D AND DELIV
VERED
For and o
on behalf of THIRD PARTT by: For and on behaalf of FOURTTH PART by:
(Signatu
ure) (Siggnature)
(Name)) (Name)
(Design
nation) (Designation)
(Addresss) (Address)
In the preesence of:

1. 2.

Notes:

1. Th
The mode of the executio
on of the Joiint Bidding A
Agreement sshould be in accordancee with
th
he proceduree, if any, laid
d down by th
he Applicablle Law and tthe charter d
documents o
of the
exxecutant(s) and when itt is so requirred, the sam
me should bee under com
mmon seal afffixed
in
n accordancee with the reequired proccedure.
2. Each Joint Bidding
B Agreeement sho
ould attach a copy of the extractt of the ch
harter
d
documents an
nd documen
nts such as reesolution / p
power of atto
orney in favo
our of the peerson
exxecuting thiss Agreemen
nt for the delegation
d of power an
of nd authorityy to executee this
Agreement on
n behalf of tthe Consortiu
um Memberr.
3. Fo
or a Joint Bidding
B Agreeement execcuted and issued
i oversseas, the do
ocument sha
all be
leegalised by the Indian Embassy
E and notarized
d in the jurissdiction wheere the Pow
wer of
Attorney has been executted.

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AP
PPENDIX‐V
$
LIST OF BID‐SPECIFIC CLLAUSES

A. Clauses and aappendices with non‐nu
umerical foo
otnotes

1. Clause
e 1.2.3: Brieff description
n of Bidding Process
2. Clause
e 2.2.2 (B): EEligibility of A
Applicants: FFinancial Cap
pacity
3. Clause
e 2.2.4 (i): Elligibility of A
Applicants
4. Clause
e 2.10.3: Am
mendment off RFQ
5. Clause
e 2.19.1 (g): Tests of responsivenesss
6. Clause
e 3.2.1 (ii): TTechnical Cap
pacity for pu
urposes of evvaluation
7. Appen
ndix I: Letteer Comprisin
ng the Application for Pre‐Qualifica
P ation: Para 1
1 and
21
8. Annexx‐I, Appendixx I: Details o
of Applicant (Table to Para 5(c))
9. Annexx‐II, Appendix I: Technicaal Capacity o
of the Appliccant
10. Annexx‐III, Append
dix I: Financiaal Capacity o
of the Appliccant
11. Annexx‐IV, Append
dix I: Details of Eligible P
Projects
dix I: Details of Eligible P
Projects:
(i) Ce
ertificate fro
om the Statutory Auditorr regarding P
PPP projectss
(ii) Ce
ertificate fro
om the Statu
utory Audito
or/ Client reegarding con
nstruction works,
w
an
nd
(iii) Ce
ertificate fro
om Statutoryy Auditor/ Co
ompany Secretary regarding Associaate
13. Appen
ndix IV: Jointt Bidding Aggreement: Reecital, Para 4
4
14. Appen
ndix V: List o
of bid‐specifiic clauses

$
This App
pendix‐V contains a list of clauses
c and ap
ppendices thatt would need to be to be suitably modified for
reflectin
ng applicant‐sp
pecific provisio ndix‐V may, therefore, be inccluded in the R
ons. This Appen RFQ documentt to be
issued to
t prospective Applicants. The
T blank spacces in Appendiices may be fiilled up by thee Applicant an
nd the
footnotees may be dele
eted when it su
ubmits its Appllication

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B. Clauses and aappendices with curly b
brackets

1. Clause
e 1.2.3: Brieff description
n of Bidding Process
2. Appen
ndix I: Letterr Comprisingg the Applicaation for Pree‐Qualificatio
on: Para 22
3. Annexx‐I, Appendixx I: Details o
of Applicant (Table to Para 5(c), Colu
umn 3)
4. Annexx‐IV, Appendix I: Form of Certificaate from th
he Statutoryy Auditor/ Client
C
regard
ding constru
uction workss
5. Appen
ndix IV: Jointt Bidding Aggreement

C. Clauses and aappendices with blank sspaces

1. Appen
ndix I: Letteer Comprisin
ng the Application for Pre‐Qualifica
P ation: Para 1
1 and
21
dix I: Detailss of Eligible Projects: Ceertificate fro
om the Statu
utory
Audito
or regardingg PPP projectt.
dix I: Detailss of Eligible Projects: Ceertificate fro
om the Statu
utory
Audito
or/ Client regarding construction wo
orks
4. Annexx‐IV, Appendix I: Details of Eligib
ble Projects:: Certificatee from Statu
utory
Audito
or/ Company Secretary regarding Asssociate
5. Annexx‐V, Appendix I: Statemeent of Legal Capacity
6. Appen
ndix II: Poweer of Attorneey for signingg of Applicattion
7. Appen
ndix III: Power of Attorney for Lead Member of Consortium
8. Appen
ndix IV: Jointt Bidding Aggreement: Reecitals

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Append
dix VI

Brief P
Project Dettails
Backgrou
und

Kerala, popu
ularly branded as God’s Own Cou
untry, officiaally declared
d tourism as
a an
in
ndustry in 19
986. Though
h in the beginning only sscanty atten
ntion was givven to tourissm in
th
he developm
ment agendaa of state’s eeconomy, gradually the situation changed and ttoday
itt is reckoned as one off the most dynamic secctors in Kerrala. Realizin
ng the econ
nomic
siignificance o
of tourism, G
GoK has initiated new aand innovative programmes, which have
reesulted in placing the state
s at an enviable
e possition among its counteerparts. The new
in
nitiatives and
d globally accceptable practices in the tourism seector enableed Kerala Staate to
bag good num
mber of National as well as Internattional award
ds and recoggnitions. In tterms
of tourist arrrivals as well as receiptts, the perfo
ormance of the State iss above nattional
avverage.

In
n Kerala, tou
urism has em
merged as one of the feew economicc alternativees to develop the
Sttate econom
my. It has beeen recognizzed as an im
mportant secctor for the developmen
nt on
acccount of itss potential ffor generatin
ng income aand employm
ment. Tourissm is likely tto be
th
he engine off growth giviing a big pussh to Kerala’s economy iin the comin
ng years. Tou
urism
in
n Kerala hass recorded remarkable ggrowth in th
he last few yyears. Kerala Tourism V
Vision
2025 provide
es a clear vision and direction for optimizing the
t tourism potential of
o the
Sttate in a sustainable manner.

G in an efffort to auggment the tourist poten
GoK ntial of the region has embarked on a
unique and novel
n concept of develo
oping Ocean
narium cum Marine Bio
ological Reseearch
Centre Comp
plex at Puthu Vypeen,, Kochi thro
ough one of
o its agenccy namely State
Fiisheries Ressource Management So
ociety (“FIRM
MA”) , a Go
oK Undertakking. Apart from
promoting tourism, thee proposed
d project iss envisaged
d to provid
de facilitiess for
propagating aawareness aabout marinee environmeent and bio‐d
diversity.

The Project iss envisaged to be the Sttate of the A
Art Oceanarrium, with m
most modern
n and
laatest generation design standards. In this regard bout 36.63 aacres is identified
d, land of ab
fo
or developm
ment of the P
Project.
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Bid Manaager

The GoK hass engaged Kerala
K State Industrial Developmen
D nt Corporation (“KSIDC””) for
providing serrvices relatin
ng to projectt preparation
n and selecttion of privatte sector partner
fo
or the Projecct and is retaained as Bid Manager.

M
Market asses
ssment, Con
ncept planning and techno commercial feasibiliity study

Consortium of
o M/s. Mahindra Conssulting Engineers Limiteed (MACE) and Ms Jaccques
Rougerie Arcchitecte, Fraance has beeen appointted as Conssultant for market dem
mand
asssessment, concept planning
p nd techno commerciaal feasibilitty studies. The
an
Consultants h
have compleeted the stu
udies and prroject inform
mation mem
morandum w
will be
isssued to the Bidders durring RFP Stagge.

Location

The map belo
ow shows the site locatio
on for the Project

The proposed
d site for th
he Project is spread oveer an area of 36.63 acrees and located in
Block No.10, Survey. No
o 238, of Puthu Vypeeen Village of Kochi Talu
uk in Ernakkulum
D
District. The site is surrrounded by Nallah (RM
MP Thodu) on
o Eastern side, KSEB land,
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KINFRA land (about 65 aacres) on Weestern side (about 15 acres), Agricu
ultural Univeersity
laand on the N
Northern sid
de (about 50
0 acres) and
d Kochi Portt Trust land on the Soutthern
siide (about 110 acres).

Project cconcept

The propose
ed Oceanarium is concceived as a unique bleend of tourrism and marine
education faccility. The preservation
p of the marrine environ
nment is thee key issue for a
ustainable developmentt of the geneerations to ccome and the Project should keep th
su his as
m
main theme while plann
ning its elem
ments. The P
Project shall take lead fo
or informingg and
seensitizing pu
ublic at largge as decisio
on makers on
o the neceessity to enggage them on
o to
education, sccience and preservation of the marin
ne ecosystem
m.

The Project iss poised to b
be developeed as a landm
mark dedicatted to marin
ne education
n and
discovery of A
Arabian Sea,, the tropicaal Lakshadweeep archipellago and thee Indian Ocean at
laarge. The prreservation of
o marine environment
e t is the main
n theme of the Project with
su developmentt as a key isssue. Being aan educativee and entertaining spacee, the
ustainable d
faacility would
d mostly playy into its inner dimensio
on with the b
beauty and d
diversity of fforms
and colors off the underw
water realm
m in order to
o offer the ccomplete vission of the m
many
ecological asp
pects of thee marine eco
osystem, eitther locally o
or planetaryy. It is a truee and
th
hrilling rend
dezvous for the visitorss to be oveerwhelmed by the oceeanic richness of
reegional and tropical seaas along their way wherre the strong relationsh
hip between land
and ocean is shown. The layout desiggn intends to express vaarious naturral environm
ments,
trropical vege
etation, coaastal plain, tropical reeefs, polar habitation, etc. and offers
o
aquariums an
nd main tankks with undeerwater visio
on to witnesss the extrao
ordinary diveersity
of the underw
water realm with its colo
ours, forms aand exuberaance of the ccoral garden
ns.

The Project should be of total fam
mily entertaainment faccility. The planning,
p zo
oning,
pavilions, themes and display tech
hniques sho
ould take this
t into co
onsideration and
acccordingly laand use patttern and zon ddition Oceaanarium pavilions
ning to be deecided. In ad
need to be au
ugmented byy complimen
ntary themees and suppo
orting services.

The Oceanarium comp
ponents, paavilion them
mes, Ocean
narium disp
play techniq
ques,
omplementiing themes and supporting elemeents need to be meticulously plan
co nned,
nd operated by employin
developed an ng the State of the Art teechnologies.
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Demand estimation for the Projject

A part of the demand estimatio
As on exercise,, a primaryy survey off target vissitors
co
omprising fo
oreign, domestic and inffluence zonee visitors waas conducted
d. Eighty vissitors
frrom the abo d as gate way to
ove categoryy were identified at Kocchi, which iss considered
Kerala for soliciting
s their views and
a opinion
n about the project. A user frieendly
questionnaire
e was adm
ministered to
t each off the identtified visito
or and personal
discussions w
were held to
o record theiir opinion an
nd interest iin the projecct. The inferrence
drawn from tthe primary survey was utilized as aan input for the demand
d estimation
n and
modelling exercise.
atttendance m

D
Demand asse was carried out from thee following m
essment for tthe Project w main stream
ms:
• People living in the influeence zone comprisingg of Ernaku
ulum, Alapuzha,
Kottayyam, Idukki and Thrissurr districts.
• Foreiggn tourists visiting Ernakkulum districct in Kerala
• Dome
estic touristss visiting Ernakulum district in Keralaa

umber of visiitors to Oceaanarium for 20 year horrizon under tthree
The estimated annual nu
distinct scenaarios viz. baase case, opttimistic casee and pessim
mistic case is
i summarized in
th
he followingg table:
Estimated An
E nnual Numbeer of Visitorss to the Oceanarium in llakhs
S
Scenario Adult Children Total for Adult Children Total forr
Fy 2013 Fy 2013 Fy 2013 Fy 2032 Fy 2032 Fy 2032
Basee case 10.64 5.19 15.83 19.91 9.60 29.51

Pesssimistic 8.10 3.95 12.05 12.78 6.15 18.93
casee
Optimistic 13.87 6.75 20.62 34.90 17.01 51.91
casee

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Benchmaarking

The benchmaarking exerccise was con
nducted with internatio
onal comparrables to ideentify
keey features and the current configu
uration trend
d of similar O
Oceanarium
ms in the worrld to
have a base ffor designingg an improvised facility.

The followingg parameters were revieewed as partt of benchmaarking exerccise
• Basic review off various attraction
a c
components at selecteed internattional
comparables
• Review
w of pricing at the various attraction
ns
• Identiify what lesssons can be drawn from
m these attraactions with reference to the
propo
osed Oceanaarium
• Intern
national pricing levels an
nd performance of similaar internatio
onal attractio
ons
• Study the facilitiees in the pro
oven existingg Oceanarium outside India and analyze
merits/demerrits in adopting the samee in Indian condition
the m

n order to arrive at the configguration forr the prop
In posed Oceaanarium, vaarious
in
nternational Oceanarium
m complex w
which are un
nder operatio
on were studied. In addition,
benchmarking exercise w
was conducted with other existing o
operating faccilities which
h will
co
ompete witth the prop
posed Oceanarium in influence zone, since majority off the
viisitation will be from the
t people living in the influence zone. Factors in term
ms of
in
nfrastructure
e, facilities, amenities, and more particularlyy the tarifff structure were
sttudied and cconsidered w
while plannin
ng the Oceanarium.

Oceanarium Concep
pt plan and C
Componentss

The compone
ents identifieed are:
• Main entrance an
nd informatio
on gate
• Leisurre pavillion w
with restauraant and underwater vision
• Shelte
ered walkwaay and waterr promenadee
• Main pavilion
¾ Aq
quarium alleey – 80 nos.
¾ Aq
qua terrarium
m
¾ Laagoon
¾ Tu
unnel
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89
State Fishe
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Undertaking
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¾ De
eep sea foru
um
¾ Sh
hark tank
¾ To
ouch tanks
Seco
ondary pavilion
¾ Arrtificial lake, musical fou
untain and op
pen air forum
m
¾ Sh
hops and caffé with boat dock
¾ Ed
ducational paavillion with
h cinema theeatre
¾ Sm
mall thematic pavillion –– 7 nos.
¾ He
erbarium
¾ Marine heritage pavillion / museum
Polaar pavillion

In e and utilities required for creatin

nfrastructure ng an excelleent world class Oceanaarium
upporting the envisaged
caapable of su d visitation in
n a sustainable mannerr shall be creeated
in
n a modularr format. This is necessaary to align with the inflow pattern
n of visitors. The
Project shall be developeed as a servvice oriented
d self contained facility concept. All the
necessary inffrastructure facilities an
nd utilities shall
s be besst designed and provideed to
crreate an ideal ambiencee and best en
nvironment.. This shall in
nclude

o Approach roads with p
proper hieraarchy and cirrculation patttern
o Water sup
pply and WTP
Dissplay arena
Driinking
Waashing
Fire fighting
o Power
o Sewerage and STP
o Rain water harvestingg
o Public greeen
o Waste Disposal system
m
o Street ligh
hting
o Sustainabiility infrastru
ucture

Fo
or the sustained operation of the O
Oceanarium p
provision of life supportt system assu
umes
greater signifficance in terrms of supplying air, water, food or any other eessentials. It must
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89
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also maintain
n the enviro
ons temperaature; deal with
w the waaste productts, shield aggainst
harmful exterrnal influencces. The follo
owing life su
upport systems need to be integrateed;

• Filtrattion system comprisingg of Mechan
nical filters,, Biological filters, Chemical
filter, Diatom filteer, Activated
d Carbon, Ozone, and pro
otein skimm
mers.
• Mainttenance of suitable hydrological parameters
p including dissolved oxyygen,
aeratiion, alkanityy, Ph and saliinity.
• Illumination including actinic light, incand
descent lightt, Metal halide etc.

G
Good safety and hygieene practicees in an Oceanarium
O shall aim to improvee the
environmental and sociaal sustainability during the delivery of its produ
ucts and servvices.
G
Generally, i displayed to, or interacts with the
if an animal is t general public, and that
animal is not free in its n
natural non‐‐captive environment, o
or is in its naatural habitaat but
itts lifestyle m
may be affectted by enviro
on behaviou
ur, then enough care has to be exerrcised
to
o address the
t safety and
a hygienee issues relaating to an
nimals, visito
ors and wo
orking
population. In this regard
d, the Ocean
narium shall be provideed and equip
pped with all the
necessary faccilities and in
nfrastructuree to achievee the aforesaaid objectivees. The neceessary
stteps shall be
b taken forr implemen
nting a prop
per and effeective system and evolve a
m
monitoring sy
ystem to incculcate a cultture of practticing the safety and hyggiene aspectts.

Biological Re
Marine B esearch Centtre

The Project, for its susttained operration, would require a
a strong R&
&D and tech
hnical
upport in th
su he area of m
marine biologgy. GoK hass taken initiaatives with M
Ministry of Earth
Sccience, Govvernment off India for establishingg a Marine Biological Research Ceentre
(M
MBRC) in an area of 3.33
3 acres adjacent to the p
proposed Prroject site. TThis facility w
would
be establishe
ed as a sepaarate entityy. The estimated cost of
o establishin
ng the prop
posed
reesearch centtre is Rs 130
0 crores.

M
MBRC shall support the Project by
b providingg relevant technical support reseearch
unctions forr day to daay functioniing of the Project and
fu d shall cond
duct researcch in
emerging fiellds of aquatic life and th
hus would complement the Project. The servicces of
th
he MBRC to the Project would be m
made availab
ble on cost p he SPV shall avail
plus basis. Th
th
he research and techniical supportt from the proposed MBRC
M to be established
d and
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m
managed by MoES, GoI. The final decision regaarding estab
blishment off MBRC by MoES
M
sh
hall be intim
mated to the bidders durring the RFP stage.

The followingg facilities arre envisaged
d to be part o
of MBRC:‐

• Relevaant technicaal support reesearch funcctions for day to day fu
unctioning o
of the
Projecct such as water
w treatment, Nutriitional and feed labs, Plankton cu
ulture
facilities, live food laborato nits, Oysterr farms, Marine
ory, Acclimaatization Un
um and learning centre and educatiion on marin
museu ne ecosystem
ms.

• Emergging fields in Researcch and Deevelopment for aquatic life such as
Bioaco
oustics laboratory, Facilities for Beh
havioural stu
udies, Lab for
f studyingg the
impacct of climate changes on marine eco
osystem, Breeding
B and Rearing Units,
U
Fish Physiology Laboratory,, Nursery tanks,
t Larvaal physiologgical laboraatory,
Chemostat laboraatory, Phyto
oplankton Co
ommunity A
Analysis Labo
oratory Chemical
Laboratory for water
w analyssis Life cyclee of Aquatiic organisms Pathologyy and
Quaraantine Laboratory Paarasitology Laboratoryy Bacteriology Laboratory
Histology Laborattory Fish Agging Laboratory Life history traits Ecotoxicolo
ogical
studie
es Providing holding facilities for sensitive marine organism
ms Oceanogrraphy
Data C
Center and M
Microphotoggraphy Facility and Mariine GIS Labo
oratory.

Organizaation structu
ure

The human resource requirement un
nder main h
heads such aas marine research, tech
hnical
su
upport and operation and other areeas limited tto the operaation of the Oceanarium
m has
been estimatted as 106. The human resource requiremen
nt for the Marine
M Biolo
ogical
Research Cen
ntre would b
be taken caree by MoES.
Consultaant Support during Tech
hnical Closurre and Operaation of the Project

The consortiu
um of M/s. M
Mahindra Co
onsulting En
ngineers Limited (MACE)) and Ms Jaccques
Rougerie Arcchitecte, Fraance has beeen appointted as Conssultant for market dem
mand
asssessment, cconcept plan
nning and teechno comm
mercial feasib
bility studiess by KSIDC.
Further the Consultant

C h tied up with OCEAN
has NOPOLIS, Ceentre of Scieentific, Tech
hnical
and Industriaal Culture, Brrest, France who would be renderin
ng their expertise alongg with
narium
89
State Fishe
eries Resource
Undertaking
esearch Centre
e Complex at P
Puthu Vypeen, Kochi

th
he Consultaant during the operattion phase of the Project in teerms of cultural
engineering, exhibit con
ntents, displlay techniqu
ues, aquario
ology, life support
s systtems,
operational aassistance an
nd training p
programme.
The SPV mayy, at its discrretion, retain the Consu
ultant duringg the implem
mentation o
of the
Project and also to render teechnical asssistance during
d the first year of
operation. Ho o retain the Consultant during Tech
owever, it is the discretiion of SPV to hnical
Closure and d
during first sstage of opeeration. The fee for thesse services sshall be indiccated
in osure and during
n RFP Stage.. The expectted role of tthe Consultaant during TTechnical Clo
first year of o
operation aree detailed beelow
Technicaal Closure
The Consultaant shall oversee the constructio

on work an
nd assist th
he Developeer in
fo
ormulating and
a scheduling realisticc project milestones to
o ensure thaat the Projeect is
im
mplemented
d by creatingg a smooth o
operation on
n site.
The Consultaant shall oveersee technical installatiions to ensu
ure the projeect is tested
d and
ommissioned in accordaance with intternationallyy accepted ccodes and saafety practices.
co
Assistancce during firrst year of O
Operation

The Consultaant shall pro
ovide assistance in pree and post operating
o m
management
t and
teechnology specific serviices to ensu
ure proper functioning
f and smooth
h running of
o the
Project to its optimum caapacity in thee shortest possible timee.

The Consultaant shall provide advisory servicess on comprrehensive management
m t and
operations which
w inclu
udes develo
opment staaging, exhibit renewaal and sysstems
developmentt to ensure that the faacility attain
ns optimum level of peerformance with
reespect to op
perational effficiency and
d optimum visitation num
mbers.

ovide advisory services on compreh
The Consultaant shall pro hensive facillity management
w
which include
es inter alia,, aquarium sspecialist areeas such as life support systems and
d live
sttock manage
ement.

The Consultaant shall provide train
ning of industry standards for th
he staff currator,
aquarists, qu
uarantine staaff, life sup
pport system
ms engineer and techniicians, education
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89
State Fishe
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Undertaking
esearch Centre
e Complex at P
Puthu Vypeen, Kochi

personnel, exxhibit attendants, main
ntenance staaff, divers, fish capturee, transportation
and managem
ment.

e drivers
Revenue

The revenue
e drivers are
a contemplated from
m various streams likke entry feee to
O
Oceanarium, fees for com
mplementingg themes, m
margin from restaurants and food co
ourts,
veehicle parking fees, margin from saale of produ
uct display, margin from
m souvenir sshops
ettc. Hence these facilitiies need to be adequaately planneed and sized
d. Further these
t
faacilities shou
uld be strateegically locatted to maxim
mize the reveenue potenttial of the Prroject
and to provid
de buffer zon
ne effect durring peak vissitor day.

Implemeentation perriod

The total perriod for implementation
n of the Projject and research centree is estimateed to
be 24 monthss.

Indicativve Project Co
ost and Selective Financcial Indicatorrs

The cost of the
t Project is estimateed as Rs. 34
46.58 croress. The cost of MBRC iss not
in
ncluded in th
his cost as tthis facility w
would be established ass a separate entity by M
MoES,
G
GoI. The selec
ctive financial indicatorss are given b
below
Rss in lakhs
I Yearr III Ye
ear V Ye
ear X Yeaar
Projecct Cost 34658
8
Reven nue 7
7825 8749
8 10112 14172
Total CCost of Operation 2
2524 2
2686 2960 3358
Gross Operating P Profit 5
5301 6
6086 7200 10911
Profit After Tax 898 2
2014 3001 5961
Net Caash Accrual 2
2507 3
3623 4610 7665
DSCR 1.79
IRR 16.60%
Pay Baack Period 8 years ++ 2.18 Months
Cash B Break Even P
Point 33.50% V year B
Base
Break‐‐Even Point 53.31% V year B
Base

narium
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State Fishe
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Undertaking
esearch Centre
e Complex at P
Puthu Vypeen, Kochi

Project structture

The Project shall
s be devveloped under PPP mod
de with GoK
K equity ,nott less than 26
2 %,
participation in the SPV.

The Project has to be implemente
i ed on DBFO
OT basis. The qualified Bidders maay be
reequired to submit theeir Bid along with in‐principal commitment
c t from finaancial
in banks for debt lending to
nstitutions/b o the Projectt at the RFP stage.

The term of tthe concession is 30 yeaars. Land will be provided to the Succcessful Bidd
der at
a onetime up
p front land lease premium and a n
nominal annual lease rental, as speccified
in
n RFP.

The preferred Bidder seelected by KSIDC to deevelop the Project willl be requireed to
su
ubscribe to the SPV fo
ormed by Gok
G to dom
micile the Prroject prior to the staart of
im
mplementation of the Project
P and SPV shall undertake the activities to be defined in
RFP/Concessiion Agreemeent. The Deeveloper are encouraged
d to utilize the expertiise of
O
Oceanarium /
/ Marine bio
ological research /Cultural & Scientific sea centre / Under w
water
m
marine reseaarch cum traaining and public
p facilitties / Marine conquest and culturaal sea
ceentres/ Largge Marine En
ntertainmen
nt / research
h facilities in
nfrastructuree developerss and
operators, Marine
M Life Support
S Sysstem Techno
ology Suppo
ort providerr and otherrs for
ensuring succcess of the Project. In addition,
a SPV shall avail the researrch and tech
hnical
upport from
su m the propo
osed Marinee Biological Research Ceentre to be established
d and
m
managed by MoES, GoI. The final decision regaarding estab
blishment off MBRC by MoES
M
sh mated to the bidders durring the RFP stage.
hall be intim

Th
he role of Go
oK in the Pro
oject would iinclude equity participattion, allotmeent of land to the
SPV on long tterm lease b
basis, collecttion of one time up fron
nt lease premium, colleection
of yearly leaase rental, yearly
y mium in thee form of revenue & profit
Prem p sharee and
m
monitoring of
f the Projectt.
Fo
or the Indicaative Projectt Cost of Rss. 346.58 cro
ores and forr a debt equity ratio of 1
1.5:1,
26% equity investmentt by GoK works
w out to Rs. 36..04 crores and the equity
participation by private sector Deveeloper and others shall be Rs. 102.59 crores. The
balance requ
uirement shaall be met th m loan to the tune of Rs. 207.95 crrores.
hrough term
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State Fishe
eries Resource
Undertaking
esearch Centre
e Complex at P
Puthu Vypeen, Kochi

The assessme
ent of actuaal costs, how
wever, will have
h to be made by th
he Bidders. If
I the
D
Developer (concessionaire) opts forr larger deb
bt component resulting in lower equity
e
amount, the equity invesstment by Go
oK shall be liimited to 26
6% of the tottal equity.

ubject to th
Su he Successfful Bidder fulfilling
f thee eligibility criteria and
d procuringg the
reequisite san
nctions and approvals at
a its cost in
n this behalf, equity fro
om GoK shaall be
avvailable to tthe SPV in prorata basis in proportio
on to equityy participatio
on by the prrivate
seector Develo
oper, more d
details of wh
hich would b
be spelt out iin RFP Stagee.

Success ffactor

• Kerala – A
A Well Know
wn Tourism Destination,, More than 81 lakh visiitors in 2008
8 and
on the inccreasing tren
nd.
• Demand from Influence Zone,, Domestic Tourist and
a Foreign
n Tourist well
establishe
ed in the stu
udy
• Technical & Researcch Support – Marine Research
R facilities to be
b developeed by
Ministry o
of Earth Scieences, GoI avvailable for tthe project ffor day to daay operation.

• Proactive Governmen
nt Polices for Tourism Deevelopment
• The proje
ect is conceivved as a uniique blend o
of Tourism aand Marine B
Biology Reseearch
facility
• The State
e of the Art facility with
w Most Modern
M and
d Latest Geeneration design
standardss
• A long felt need for high end Oceeanarium pro
oject in Indiaa
• Strategicaally located in terms of TTourism, maarket, technology and reesearch activities
‐ Kochi be
eing hub of m
marine reseaarch, Operattional perspeective, etc.
• Project viability studiees shows a ggood opporttunity
• Unique prroject structturing offers flexibility in
n developmeent
• Success m
models of PP
PP in Kerala
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89

Revised RFQ Kochi Oceanarium

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A Technicall Capacity: For demon

2.2.13 The purchase

Further the Consultant

Category 2: Project exp

ii)) core sector wou

3.2.2 Eligible Experience in reespect of each

6 I//We certify that in the last three years, we/an

(aa) I/We have examined and havve no reservvations to th

11 I// We certify that in regaard to matteers other thaan security aand integrityy of the cou

13 I// We further certify thaat no investigation by a

14 I//We undertaake that in case due to

17 I// We herby confirm thaat we are in compliancee of the O&M ments specified in

19 I//we agree and undertake to abid

No. Criterria Yes No

** Reefer Annex‐IV ndix‐I. Add more rows if neceessary.

* Thee Applicant should provvide details of its own FFinancial Capability or o

a)) reflect the financiaal situation of the Applicant or Con

Based d on the auth henticated record of the ccompany, thiss is to certifyy that more tthan 50% (fiftty

Know all men by these presen

3. {{………… Limited, a comp orated underr the Compaanies Act, 1956 and having its

(A) O behalf off Governmeent of Kerala (GoK), reepresented by

6.4 T undertake that they shaall collectiveely hold at leeast 51% (fiffty one per cent)

6.5 T Parties undertake that

Basee case 10.64 5.19 15.83 19.91 9.60 29.51

In e and utilities required for creatin

Further the Consultant

The Consultaant shall oversee the constructio

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