01 - Amaravati Marina

REQUEST FOR PROPOSAL
(NIT No: CRDA-14024 (34)/7/2018 – 2nd Call)
Development of Amaravati Marina in Amaravati Capital City, Andhra

Pradesh on Public Private Partnership Mode
June 2018
The Commissioner,
Andhra Pradesh Capital Region Development Authority (APCRDA)
Governorpet, Lenin Center, Vijayawada
Development of Amaravati Marina in Amaravati Capital City, Andhra Pradesh on PPP Mode
Request for Proposal
SCHEDULE OF BIDDING PROCESS
The Authority shall endeavor to adhere to the following schedule:
S. No. Event Description Date
1 Notice Inviting Tender (2nd Call) 20-06-18
Uploading the Request For Proposal (RFP) on

2
APCRDA Website 20-06-18
3 Last date for receiving queries 25-06-18
4 Response to Queries uploaded on Website 27-06-18
5 Bid Due Date 03-07-18, 15:00 hrs.
6 Opening of Technical Bids (Envelope A) 03-07-18, 15:30 hrs.
7 Opening of Financial Bids To be decided
Issue of Letter of Acceptance (LoA) to

8 Upon approval of Authority
Preferred Bidder
Execution of Concession Agreement & Lease Within 30 days from issue date of
9
Agreement LOA
Not less than 180 Days from Bid

10 Validity of Bids
Due Date
APCRDA Page 2 of 228

DISCLAIMER
The information and data contained in this Request for Proposals document (the “RFP”) or
subsequently provided to Bidder(s), whether verbally or in documentary or any other form by or
on behalf of the APCRDA (the “Authority”) or any of its employees or advisors, is provided to
Bidder(s) on the terms and conditions set out in this RFP and such other terms and conditions
subject to which such information is provided.
This RFP is not an agreement and is neither an offer nor invitation by the Authority to the
prospective Bidders or any other person. The purpose of this RFP is to provide interested parties
with information that may be useful to them in making their proposal pursuant to this RFP. This
RFP includes statements, which reflect various assumptions and assessments arrived at by the
Authority in relation to the Project. Such assumptions, assessments and statements do not purport
to contain all the information that each Bidder may require. This RFP may not be appropriate for
all persons, and it is not possible for the Authority, its employees or advisors to consider the
investment objectives, financial situation and particular needs of each party who reads or uses
this RFP. The assumptions, assessments, statements and information contained in the Bidding
Documents, are true to the best of knowledge and information of APCRDA. Each Bidder should,
therefore, conduct its own investigations and analysis and should check the accuracy, adequacy,
correctness, reliability and completeness of the assumptions, assessments, statements and
information contained in this RFP and obtain independent advice from appropriate sources.
Information provided in this RFP to the Bidder(s) is on a wide range of matters, some of which
may depend upon interpretation of law. The information given is not intended to be an
exhaustive account of statutory requirements and should not be regarded as a complete or
authoritative statement of law. The Authority accepts no responsibility for the accuracy or
otherwise for any interpretation or opinion on law expressed herein.
The Authority, its employees and advisors make no representation or warranty and shall have no
liability to any person, including any Bidder or Bidder under any law, statute, rules or regulations
or tort, principles of restitution or unjust enrichment or otherwise for any loss, damages, cost or
expense which may arise from or be incurred or suffered on account of anything contained in this
RFP or otherwise, including the accuracy, adequacy, correctness, completeness or reliability of
the RFP and any assessment, assumption, statement or information contained therein or deemed
to form part of this RFP or arising in any way for participation in this Bid Stage.
The Authority also accepts no liability of any nature whether resulting from negligence or
otherwise howsoever caused arising from reliance of any Bidder upon the statements contained
in this RFP. The Authority may in its absolute discretion, but without being under any obligation
to do so, update, amend or supplement the information, assessment or assumptions contained in
this RFP.

The issue of this RFP does not imply that the Authority is award the subject project to the
Winning Bidder as the case may be and the Authority reserves the right to reject all or any of the
Bidders or Bids or Proposals without assigning any reason whatsoever.
The Bidder shall bear all its costs associated with or relating to the preparation and submission of
its Bid/ Proposal including but not limited to preparation, copying, postage, delivery fees,
expenses associated with any demonstrations or presentations which may be required by the
Authority or any other costs incurred in connection with or relating to its Bid. All such costs and
expenses will remain with the Bidder and the Authority shall not be liable in any manner
whatsoever for the same or for any other costs or other expenses incurred by a Bidder in
preparation or submission of the Bid, regardless of the conduct or outcome of the Bidding
Process.

TABLE OF CONTENTS
SCHEDULE OF BIDDING PROCESS ....................................................................................................................................... 2
PART 1 – INSTRUCTIONS TO BIDDERS ......................................................................................................................... 8
1 INTRODUCTION ............................................................................................................................................................. 9
1.1 Background........................................................................................................................................................... 9
1.2 Brief Description of Bidding Process .................................................................................................................. 13
1.3 Bid Validity.......................................................................................................................................................... 14
1.4 Bid Structure....................................................................................................................................................... 14
1.5 Bid Security ......................................................................................................................................................... 14
1.6 Performance Security ......................................................................................................................................... 14
1.7 Lease Agreement ................................................................................................................................................ 15
1.8 Pre-Bid Conference ............................................................................................................................................ 15
1.9 RFP Structure ...................................................................................................................................................... 16
1.10 Data Sheet .......................................................................................................................................................... 16
1.11 RFP Document .................................................................................................................................................... 16
1.12 Applicability of this Document ........................................................................................................................... 16
Winning Bidder or Preferred Bidder................................................................................................................... 17
1.13 17
1.14 Proposed Site ..................................................................................................................................................... 17
1.15 Site Visit and Investigation ................................................................................................................................. 17
1.16 Lease of Project Site to Selected Developer ....................................................................................................... 17
1.17 Signing of Concession Agreement ...................................................................................................................... 17
1.18 Execution Of Lease Deed .................................................................................................................................... 18
1.19 Possession of Project Site to Concessionaire ..................................................................................................... 18
1.20 Concession Period .............................................................................................................................................. 18
1.21 Exclusive Rights .................................................................................................................................................. 18
1.22 Project Implementation ..................................................................................................................................... 18
1.23 Contacts during Bid Evaluation .......................................................................................................................... 19
1.24 Confidentiality .................................................................................................................................................... 19
1.25 Correspondence with bidder .............................................................................................................................. 19
1.26 Fraud and Corrupt Practices ............................................................................................................................... 19
1.27 Miscellaneous ..................................................................................................................................................... 21
DATA SHEET ...................................................................................................................................................................... 22
2 INSTRUCTIONS TO BIDDERS ........................................................................................................................................ 34

2.1 Eligibility of Bidders – Technical Qualification Criteria ....................................................................................... 34
2.2 Qualification through Associates........................................................................................................................ 41
2.3 General terms of Bidding ................................................................................................................................... 42

2.4 Change in composition of the Consortium......................................................................................................... 42

2.5 Verification and Disqualification ........................................................................................................................ 42
2.6 Right to accept and to reject any or all Bids ....................................................................................................... 43
2.7 Clarifications ....................................................................................................................................................... 44
2.8 Amendment to RFP ............................................................................................................................................ 44
2.9 Language ............................................................................................................................................................ 45
2.10 Sealing and Marking of Bids ............................................................................................................................... 45
2.11 Bid Due Date....................................................................................................................................................... 48
2.12 Late Bids ............................................................................................................................................................. 48
2.13 Confidentiality .................................................................................................................................................... 48
3 EVALUATION OF BIDS.................................................................................................................................................. 49
3.1 Opening and Evaluation of Bids ......................................................................................................................... 49
3.2 First step - Tests of responsiveness of the bid ................................................................................................... 49
3.3 Second step – Evaluation of Technical Proposals: Eligibility Criteria & Experience Scoring .............................. 50
3.4 Third and Final Step: Evaluation of Financial Proposal....................................................................................... 53
3.5 Criteria for Selection of Winning Bidder/ Preferred Bidder ............................................................................... 54
3.6 Issue of Letter of Acceptance of the Bid ............................................................................................................ 55
3.7 LOA conditions to be fulfilled by Preferred Bidder ............................................................................................ 55
3.8 Payment of Annual Land Lease .......................................................................................................................... 55
3.9 Penalty For Delayed Payments ........................................................................................................................... 56
3.10 Payment Of Annual Development Premium (ADP)/ Revenue Share ................................................................. 56
3.11 Penalty For Delay Towards Payment Of Annual Development Premium (ADP)/ Revenue Share ...................... 56
PART II – DEVELOPMENT CONTROLS AND SPECIFICATIONS ............................................................................................ 57
4 DEVELOPMENT BRIEF .................................................................................................................................................. 58

4.1 DEVELOPMENT CONTROLS................................................................................................................................. 59
4.2 MINIMUM DEVELOPMENT OBLIGATIONS (MDOs) ............................................................................................ 60
4.3 OPTIONAL FACILITIES ......................................................................................................................................... 62
4.4 USER CHARGES ................................................................................................................................................... 62
5 TECHNICAL SPECIFICATIONS ....................................................................................................................................... 63

5.1 Aluminum Pontoon Marina : Aluminum Floating Dock Technical Parameters .................................................. 63
5.2 Pontoon Power Boat : Illustrative Image ........................................................................................................... 64
5.3 Optimist Sail Boat: .............................................................................................................................................. 64
5.4 Laser Sailboat ..................................................................................................................................................... 64
5.5 OPERATIONS & MAINTENANCE.......................................................................................................................... 65
6 LOCATION MAP OF THE PROPOSED PROJECT SITE ..................................................................................................... 68
PART III – FORMATS FOR SUBMISSION OF BID ................................................................................................................. 69
BIDDING FORMS ............................................................................................................................................................... 70

FORM A1: FORMAT FOR LETTER OF BID ..................................................................................................................... 72

FORM A2 : FORMAT FOR BANK GUARANTEE FOR BID SECURITY ............................................................................... 75
FORM A3: FORMAT FOR POWER OF ATTORNEY FOR SIGNING BID ............................................................................ 79
FORM A4: FORMAT FOR POWER OF ATTORNEY FOR LEAD MEMBER OF CONSORTIUM ........................................... 81
FORM A5: FORMAT FOR JOINT BIDDING AGREEMENT ............................................................................................... 84
FORM A6: FORMAT FOR ANTI-COLLUSION CERTIFICATE ............................................................................................ 91
FORM A7: FORMAT FOR PROJECT UNDERTAKING...................................................................................................... 92
FORM A8: FORMAT FOR AFFIDAVIT ............................................................................................................................ 93
FORM A9: FORMAT FOR STATEMENT OF LEGAL CAPACITY ........................................................................................ 94
Form B1 ....................................................................................................................................................................... 97
Form B2 .....................................................................................................................................................................100
Form B3 .....................................................................................................................................................................103
Form B4 .....................................................................................................................................................................108
Form C1 .....................................................................................................................................................................113
PART IV – DRAFT CONCESSION AGREEMENT ................................................................................................................114

PART 1 – INSTRUCTIONS TO BIDDERS

1 INTRODUCTION
1.1 Background
The Government of Andhra Pradesh’s (GoAP’s) vision is to make Andhra Pradesh the
most preferred global destination by 2050. Andhra Pradesh is a progressive state and
the government is taking steps to provide an environment conducive to economic and
social growth. These include formulation of investment friendly policies; creating
world-class social and physical infrastructure; ensuring good governance and taking
necessary steps to attract investments into the State.
1.1.1 Vision for Amaravati
The Government of Andhra Pradesh is developing ‘Amaravati’ as a world class capital

city spread over 217 sq.km.
Peoples’ capital of Andhra Pradesh, Amaravati is envisioned to be 'India’s happiest

city’ - an inclusive people’s capital which is economically vibrant and sustaining,
equipped with world class social and physical infrastructure to create unparalleled
opportunities. Amaravati is envisioned as a unique, vibrant and beautiful city with no
crowding, crime, pollution or homelessness, a hometown where young people,
families and elders can thrive, a local economy that attracts talented people and global
businesses.
Amaravati will meet the world class standards of livability, inclusive growth,
economic opportunities and environmental sustainability.
To make this vision a reality, six core dimensions to drive the planning and
development of the city have been identified:
1.1.1.1. Economic powerhouse:
As a national economic hub, Amaravati is expected to attract non-polluting high-value

manufacturing and service industries creating 7-8 lakh jobs over 25 years with a GDP
of 1.2 lakh crore rupees. Growth opportunities will be created by providing a business-
friendly environment and a distinct community centred on the vision of wellness and
happiness, which could make the city a preferred location.
1.1.1.2. World-class infrastructure and connectivity:
Amaravati and the surrounding region will feature state-of-the-art road, rail, air, and
sea transport networks for public and private use to ease commutes and connect to
economic hubs such as Vijayawada, Hyderabad, and Chennai. The city will be planned

along proven urban planning principles to promote citizen well-being including

creating active streets with open areas, pedestrian and cycling friendly pavements and
public spaces which encourage interaction. It is expected to provide over 115
kilometres of public transport corridors by 2050 and more than 650 kilometres of road
network by 2050. Two national highways, NH 16 (previously NH 5) and NH 65
(previously NH 9), will connect Amaravati to adjoining cities. The Gannavaram
airport is planned to be expanded for international connectivity, supplemented in the
long term with a new airport within Capital Region. A new port is proposed within
100 kilometres at Machilipatnam or Vadarevu.
1.1.1.3. Green, clean, resource efficient:
A blue and green city, Amaravati will be environment friendly, with 25-30% of its
area reserved for open spaces and recreation, including parks, public facilities,
waterways, and ponds within a five- to ten-minute walk. Amaravati is expected to
preserve and make use of the natural features of the region, including forest areas and
more than 35 kilometres of waterfront on the Krishna River. It will offer effective
water, waste, power and storm-water management solutions. And it will aspire to be
flood-resistant, with the goal of net-zero discharge.
1.1.1.4. Quality living for all:
Amaravati will be driven by the tenets of inclusive growth and high living standards
for all. It will be planned with a goal of ‘5-10-15’: no more than 5 minutes to
emergency facilities, 10 minutes to recreation and open spaces, and 15 minutes of
walk to work. Each township is expected to have a school and a health centre, and the
city is envisioned to include at least 4(four) Three-Star, 1 (one) Four-star, 1 (one)
Five-star hotel with at least 100, 150, 200 rooms each respectively. Safety will be
assured for all, with police and fire fighting response times of under 10 minutes. The
city is expected to provide affordable housing options for workers. A distinctive
‘retail-entertainment-dining’ precinct will likely make the city a sought-after
destination in the region.
1.1.1.5. Financial sustainability:
Amaravati will be self-sustaining in terms of funding, by prioritising infrastructure

spending and using innovative development models such as public private
partnerships. It is planned to partner with renowned global and local funding
organisations such as the World Bank and HUDCO to secure credit for initial
investments.

1.1.1.6. Old and new:
Amaravati is envisioned as a city which balances the old and the new – with cutting-
edge smart-city development as well as preservation of its historic roots. The region’s
rich heritage of archaeological and religious sites will be preserved and promoted. The
old Amaravati city will be connected to the new development, and the city will be
developed into a tourism circuit.
1.1.2 Tourism, Recreation, Leisure and Entertainment Facilities in Amaravati
Developing Tourism, Leisure & Entertainment and Recreation facilities in Amaravati

is a stated focus of the APCRDA and the GoAP. Significant strides are being made in
the tourism sector to attract leading private players to Amaravati.
Amaravati is being developed with significant international cooperation and support

from many government and private organizations contributing towards infrastructure
and other development of Amaravati. Additionally, the large NRI population of
Andhra Pradesh has also been actively involved with the Andhra growth story and
there is a growing trend and potential for Amaravati to become a hospitality hub.
Considering the rapid development of Amaravati, there will be increased demand for
tourism, recreation and entertainment infrastructure in the region. Within the next 10
years, the population of Amaravati is expected to reach around 5-6 lakhs. Andhra
Pradesh tourism footfall for domestic and foreign segments are expected to grow at
8% and 5% respectively out of which contribution of Amaravati city would be 6% and
33% respectively. Also, given the limited tourism infrastructure in Vijayawada and
Guntur limited to pilgrim tourism and passive water tourism at Bhavani isand, there is
a need for creating such infrastructure for providing leisure entertainment to the
tourists and the people of the capital region. More than ten thousand foreign tourists
are also expected to visit Amaravati yearly by 2025 that are the potential users of
tourism and specially water based leisure and entertainment facilities.
In view of the above, APCRDA has embarked on development of state of the art
Amaravati Marina and invites leading developers and investors in the Marina, water
sports and water based tourism sector to develop world-class Marina in Amaravati.
1.1.3 Role of APCRDA:
Government of Andhra Pradesh (GoAP) enacted Andhra Pradesh Capital Region

Development Authority Act, 2014 (Act.No.11 of 2014) and constituted AP Capital
Region Development Authority (the “APCRDA”) for the purpose of Planning,
Execution, Financing and Promoting the Capital Region and Capital City Area for the

State of Andhra Pradesh. In line with this, a physical and socio-economic master plan
for the capital city has been prepared by APCRDA. As part of implementation of the
plans, APCRDA is proposing Development of Amaravati Marina on PPP mode.
1.1.4 The scope of work will broadly include development and implementation of
Amaravati Marina in accordance with the Minimum Development Obligations
(MDOs) along with the operations and maintenance of the project facilities during the
concession period.
1.1.5 The estimated cost of the Project (the “Estimated Project Cost”) has been specified in
data sheet. The assessment of actual costs, however, will have to be made by the
Bidders.
1.1.6 The Concession Agreement sets forth the detailed terms and conditions for grant of
the concession to the Concessionaire, including the scope of the Concessionaire’s
services and obligations (the “Concession”).
1.1.7 The statements and explanations contained in this RFP are intended to provide a
better understanding to the Bidders about the subject matter of this RFP and should
not be construed or interpreted as limiting in any way or manner the scope of services
and obligations of the Concessionaire set forth in the Concession Agreement or the
Authority’s rights to amend, alter, change, supplement or clarify the scope of work,
the Concession to be awarded pursuant to this RFP or the terms thereof or herein
contained. Consequently, any omissions, conflicts or contradictions in the Bidding
Documents including this RFP are to be noted, interpreted and applied appropriately
to give effect to this intent, and no claims on that account shall be entertained by the
Authority.
1.1.8 The Authority shall receive Bids pursuant to this RFP in accordance with the terms
set forth in this RFP and other documents to be provided by the Authority pursuant to
this RFP, as modified, altered, amended and clarified from time to time by the
Authority (collectively the “Bidding Documents”), and all Bids shall be prepared and
submitted in accordance with such terms on or before the date specified in ‘schedule
of tender process’ for submission of Bids (the “Bid Due Date”).

1.2 Brief Description of Bidding Process
The Authority has adopted a single stage bid process (the “Bidding Process”) under
this RFP for selection of preferred bidder, comprising of the following sub-stages,
a) Test of responsiveness of the bid: The first sub-stage, the Authority shall
determine whether the bid is responsive, which refers to an assessment if the
submission is in conformity with the terms and conditions of the RFP.
b) Eligibility and Evaluation of Technical Proposal: The second sub-stage of the
process involves evaluation of technical proposal of the bids that fulfills the
requirements of test of responsiveness in the previous stage. The evaluation at this
stage includes assessment of the eligibility of the bidders with regard to Experience
Criteria and Financial Capacity specified of this document. Further, the eligible
bidders shall be scored based on their experience criteria as detailed under
evaluation of bids. Eligible Bidders shall be ranked in the descending order based on
the experience score, with highest score bid ranked no.1 and so on. Eligible
Bidders ranked from 1 to 6 shall be short-listed (may be extended till 7 shortlisted
bidders) for considering opening and evaluation of their financial bids. For
avoidance of doubt, only the eligible and the shortlisted bids shall only be
considered for opening and evaluation of financial bids.
c) Evaluation of Financial bids: The third sub-stage of the process involves
evaluation of Financial Bids (the “Financial Bids”) of the short-listed bidders in the
experience scoring. Annual Development Premium (ADP) in absolute amount,
quoted by the bidders for the base year (End of 2nd financial year from commercial
operations of all MDOs) in their financial proposal is the Bid Parameter. Sole
criteria for selection of preferred bidder is the highest ADP quoted (H1). However,
the selected developer shall pay the quoted ADP with five percent annual increment
at the end of each financial year and further pay the difference between the ADP
amount and a percent (as applicable) of annual gross revenue as per the audited
balance sheets, in case the later (% gross revenue) is higher than the ADP.
d) The Highest Bidder (H1) in the financial bid shall be the selected Bidder. The
remaining Bidders shall be kept in reserve and may, in accordance with the process
specified in the RFP, be invited to match the Bid submitted by the Highest Bidder in
case such Highest Bidder withdraws or is not selected for any reason. In the event
that none of the other Bidders match the Bid of the Highest Bidder, the Authority
may, in its discretion, invite fresh Bids from the remaining Bidders or annul the
Bidding Process, as the case may be.

1.3 Bid Validity
1.3.1 The Bid/ Proposal shall be valid for a period not less than 180 days from the due date
for submission of bids (the “Bid Due Date”) as specified under ‘Schedule of bidding
process’. The validity of Bids may be extended by mutual consent of the respective
Bidders and the Authority.
1.4 Bid Structure
Each bidder shall not submit more than one Bid as per the terms of this RFP.
1.5 Bid Security
1.5.1 A Bidder is required to provide, along with its Bid, an amount specified in the Data
Sheet towards (the "Bid Security”) in form of a bank guarantee (the “Bank
Guarantee”) or Demand Draft favoring “The Commissioner, APCRDA” drawn
from a Nationalised/Scheduled Bank, payable at Vijayawada, Andhra Pradesh
towards Bid Security.
1.5.2 The bank guarantee/demand draft of the unsuccessful Bidders shall be returned not
later than 60 days from the day of declaration of the Winning Bidder. The Bid shall
be summarily rejected if the bid is not accompanied by the Bid Security as described
in this Section. The bid security paid by the successful bidder shall be released on
submission of Bank Guarantee towards performance security.
1.5.3 The Bid Security shall be forfeited and appropriated by the Authority as mutually
agreed genuine pre-estimated compensation and damages payable to the Authority
for, inter alia, time, cost and effort of the Authority without prejudice to any other
right or remedy that may be available to the Authority hereunder or otherwise, if a
Bidder withdraws its Bid during the Bid Validity Period as specified in this RFP and
bid validity as extended by the Bidder from time to time;
1.6 Performance Security
The Winning/ Preferred Bidder is required to submit Performance Security as specified in

the Data Sheet. The performance security in the form of Demand Draft or Bank Guarantee
shall be drawn in favour of “The Commissioner, APCRDA” from a Nationalised/

Scheduled Bank, payable at Vijayawada, Andhra Pradesh. This is one of the preconditions
for execution of concession and lease agreements with APCRDA.
1.7 Lease Agreement
In addition to the Concession Agreement, Lease Agreement shall be executed towards

provision of project site on lease. The lease period shall be co-terminus with the concession
period as mentioned in the data sheet. Lease agreement may be executed considering the
provisions of APCRDA Act.
1.8 Pre-Bid Conference
Pre-Bid conferences of the prospective Bidders shall be convened at the designated date,
time and place. A maximum of three representatives of each Bidder shall be allowed to
participate on production of authority letter from the Bidder.
During the course of Pre-Bid conferences, the Bidders will be free to seek clarifications and
make suggestions for consideration of the Authority. The Authority shall endeavor to
provide clarifications and such further information as it may, in its sole discretion, consider
appropriate for facilitating a fair, transparent and competitive Bidding Process.
The Bidders should note that any verbal response or information provided by the Authority
during the Pre-Bid Conference is only for the information of the bidders and shall not
constitute a part of the Tender Documents. The Bidders are encouraged to submit their
queries as per the set procedure which would be answered by the Authority.
The date, time and venue of the Pre-Bid Conference shall be:
Date & Time: As specified above under “Schedule of Bidding Process”
Venue: APCRDA, 1st Floor Conference Hall, Lenin Center, Governorpet, Vijayawada–
520002, Andhra Pradesh, India
Contact:
Shri. V.Bhavani Prasad Shri. P.V.Ramana Rao
Joint Director, CCDP (i/c) Sr Urban Planner &Architect
Mobile: +91-70955-99080 Mobile: +91-99593-58880
Email: [email protected] Email: [email protected]

1.9 RFP Structure

The RFP document comprises of:
Part – I Instructions to Bidders
Part-II Development Controls and Project Specifications
Part-III Formats for Bid Submission
Part-A: Formats for Bid Submission (Envelope A)
Part-B: Formats for Technical Bid (Envelope B)
Part-C: Format for Price Bid (Envelope C)
Part-IV Draft Concession Agreement
1.10 Data Sheet
Data Sheet of the Project provides the summary of the Bid. The Data Sheet of the Project is for
information and reference only and the provisions of the RFP document shall only govern for the
purpose of the Bidding, evaluation and selection of preferred bidder.
1.11 RFP Document
The RFP document is available on APCRDA website: https://crda.ap.gov.in till the due date of
bid submission. Bidders shall submit non-refundable bid processing fee of Rs. 20,0000/- (Rupees
Twenty Thousand Only) in the form of Demand Draft (as part of Envelope A of the Bid), drawn
on any nationalised/scheduled Bank in favour of “The Commissioner, APCRDA”, payable at
Vijayawada.
1.12 Applicability of this Document
This document is applicable for selection and appointment of developer cum operator for the
development, implementation and operations of AMARAVATI MARINA on Public Private
Partnership (PPP) mode to Build and Operate the project facilities during the concession period
and transfer back to APCRDA at the end of concession period or earlier termination, as the case
may be.

1.13 Winning Bidder or Preferred Bidder
The Winning Bidder/Selected Bidder/Successful Bidder shall mean the bidder to whom the
Letter of Acceptance (LoA) has been issued by the Authority pursuant to this bid process ((the
“Preferred Bidder” or “Successful Bidder” or “Selected Bidder” ))
1.14 Proposed Site
Proposed site is within Amaravati capital city boundary abutting Krishna River Front near
Venkatapalem. The proposed project site has land parcel/s as defined in the data sheet.
1.15 Site Visit and Investigation
Bidders are invited to examine the site and the project in greater detail, and to carry out, at their
cost, such studies as may be required for submitting their respective Bids.
1.16 Lease of Project Site to Selected Developer
The project site shall be provided on lease basis for a period coterminous with the concession
agreement for Development of Amaravati Marina. Land Lease shall be as per the terms provided
in the data sheet.
“Developer” shall mean the preferred bidder with whom the Concession Agreement has been
entered into by the Authority.
1.17 Signing of Concession Agreement
i. The Preferred Bidder/ Lead Member along with SPV shall sign the Concession
Agreement with APCRDA within 30 days of issue of LoA to the Preferred Bidder/Lead
Member along with SPV upon fulfilling the requirements mentioned in the RFP.
ii. If the Preferred Bidder fails to sign the Concession Agreement with APCRDA, the Bid
Security of the Preferred Bidder shall be forfeited. In that event, APCRDA shall have
right to award the Project to the second highest Bidder (H2) and sign the Concession
Agreement with H2 accordingly.
iii. APCRDA shall release the Bid Security to the Preferred Bidder only upon signing of the
Concession Agreement.

1.18 Execution Of Lease Deed
APCRDA shall, on date of signing of the Concession Agreement, Lease the Project Site
(land parcels - P1&P2) to the Preferred Bidder on an “as is where is basis” under a valid
and binding Land Lease Deed in accordance with provisions of APCRDA Act, for a
period co-terminus with the Concession Agreement.
1.19 Possession of Project Site to Concessionaire
The Concessionaire upon signing of the Concession Agreement & Lease Deed, and upon
formal intimation to APCRDA, can fix a date mutually agreeable to both parties, and take
over the leased premises from APCRDA with inventory and records of material / assets
in the premises, if any.
1.20 Concession Period
The Concession Period for the Project shall be as defined in the data sheet from the date
of signing of Concession Agreement. Additional Term may be offered on “Right of First
Refusal” basis to the Concessionaire on the terms and conditions as fixed by the
Authority at the end of the initial concession period, subject to satisfactory performance
and timely payments by the Concessionaire during the entire concession period.
1.21 Exclusive Rights
In case of any similar Marina development within five kilometres radius of the proposed
Amaravati Marina is taken up by APCRDA, the Concessionaire shall have the ‘Right of
First Refusal’.
1.22 Project Implementation
The Project would be implemented in accordance with the terms and conditions stated
in the Concession Agreement and this RFP, subject to site possession with proper
access to right of way to site. Phase1 MDOs shall be completed within twelve months
and phase 2 MDOs within 24 months from the date of concession and lease
agreements, subject to site possession with proper access to right of way to site.
In the event that the Amaravati Marina is not completed within the aforesaid time
period or such additional time that may be extended by the Authority, unless the delay
is on account of Authority, the concessionaire may apply for extension and APCRDA
may consider the same (subject to provisions of APCRDA Act).

1.23 Contacts during Bid Evaluation
Bids shall be deemed to be under consideration immediately after they are opened and
until such time the Authority makes official intimation of award/ rejection to the
Bidders. While the Bids are under consideration, Bidders and/ or their representatives
or other interested parties are advised to refrain from contacting by any means, the
Authority and/ or their employees/ representatives on matters related to the Bids under
consideration.
1.24 Confidentiality
Information relating to the examination, clarification, evaluation, and recommendation

for the short-listed Bidders shall not be disclosed to any person who is not officially
concerned with the process or is not a retained professional advisor advising the
Authority in relation to, or matters arising out of, or concerning the Bidding Process.
The Authority will treat all information, submitted as part of Bid, in confidence and
will require all those who have access to such material to treat the same in confidence.
The Authority may not divulge any such information unless it is directed to do so by
any statutory/Governmental entity that has the power under law to require its
disclosure or such disclosure is required to enforce or assert any right or privilege of
any statutory or Governmental entity and/ or the Authority or such disclosure is
required by law or in connection with any legal process.
1.25 Correspondence with bidder
Save and except as provided in this RFP, the Authority shall not entertain any
correspondence with any Bidder in relation to acceptance or rejection of any Proposal.
1.26 Fraud and Corrupt Practices
The Bidders and their respective officers, employees, agents and advisers shall observe the
highest standard of ethics during the Bidding Process and subsequent to the issue of the LoA
and during the subsistence of the Agreement. Notwithstanding anything to the contrary
contained herein, or in the LoA or the Agreement, the Authority shall reject a proposal,
withdraw the LoA, or terminate the Agreement, as the case may be, without being liable in
any manner whatsoever to the Bidder, as the case may be, if it determines that the Bidder, as
the case may be, has, directly or indirectly or through an agent, engaged in corrupt practice,
fraudulent practice, coercive practice, undesirable practice or restrictive practice in the
Bidding Process. In such an event, the Authority shall forfeit and appropriate the Bid
Security as mutually agreed genuine pre-estimated compensation and damages payable to

the Authority towards, inter alia, time, cost and effort of the Authority, without prejudice to
any other right or remedy that may be available to the Authority hereunder or otherwise.
Without prejudice to the rights of the Authority hereinabove and the rights and remedies
which the Authority may have under the LoA or the Agreement, if a Bidder, as the case may
be, is found by the Authority to have directly or indirectly or through an agent, engaged or
indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice
or restrictive practice during the Bidding Process, or after the issue of the LoA or the
execution of the Agreement, such Bidder shall not be eligible to participate in any tender or
RFP issued by the Authority during a period of 2 (two) years from the date such Bidder, as
the case may be, is found by the Authority to have directly or indirectly or through an agent,
engaged or indulged in any corrupt practice, fraudulent practice, coercive practice,
undesirable practice or restrictive practices, as the case may be.
For the purposes of this Section, the following terms shall have the meaning hereinafter
respectively assigned to them:
a) “corrupt practice” means (i) the offering, giving, receiving, or soliciting, directly or
indirectly, of anything of value to influence the actions of any person connected with the
Bidding Process (for avoidance of doubt, offering of employment to or employing or
engaging in any manner whatsoever, directly or indirectly, any official, employee, agent or
adviser of the Authority who is or has been associated in any manner, directly or indirectly
with the Bidding Process or the LoA or has dealt with matters concerning the Concession
Agreement or arising therefrom, before or after the execution thereof, at any time prior to
the expiry of one year from the date such official resigns or retires from or otherwise ceases
to be in the service of the Authority, shall be deemed to constitute influencing the actions of
a person connected with the Bidding Process); or (ii) engaging in any manner whatsoever,
whether during the Bidding Process or after the issue of the LoA or after the execution of the
Concession Agreement, as the case may be, any person in respect of any matter relating to
the Project or the LoA or the Concession Agreement, who at any time has been or is a legal,
financial or technical adviser of the Authority in relation to any matter concerning the
Project; or (iii) any violation of the (Indian) Prevention of Corruption Act, 1988, as amended
from time to time
b) “fraudulent practice” means a misrepresentation or omission of facts or suppression of facts

or disclosure of incomplete facts, in order to influence the Bidding Process;
c) “coercive practice” means impairing or harming, or threatening to impair or harm, directly

or indirectly, any person or property to influence any person’s participation or action in the
Bidding Process;

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

among Bidders with the objective of restricting or manipulating a full and fair competition in
the Bidding Process.
1.27 Miscellaneous
The Bidding Process shall be governed by, and construed in accordance with, the laws of
India and the Courts at Andhra Pradesh shall have exclusive jurisdiction over all disputes
arising under, pursuant to and/ or in connection with the Bidding Process.
The Authority, in its sole discretion and without incurring any obligation or liability,
reserves the right, at any time, to;
a) suspend and/ or cancel the Bidding Process and/ or amend and/ or supplement the Bidding
Process or modify the dates or other terms and conditions relating thereto;
b) consult with any Bidder in order to receive clarification or further information;
c) retain any information and/ or evidence submitted to the Authority by, on behalf of, and/ or
in relation to any Bidder; and/ or
d) independently verify, disqualify, reject and/ or accept any and all submissions or other
information and/ or evidence submitted by or on behalf of any Bidder.
It shall be deemed that by submitting the Bid, the Bidder agrees and releases the Authority, its
employees, agents and advisers, irrevocably, unconditionally, fully and finally from any and all
liability for claims, losses, damages, costs, expenses or liabilities in any way related to or arising
from this RFP including from the exercise of any rights and/ or performance of any obligations
hereunder, pursuant hereto and/ or in connection herewith and waives any and all rights and/ or
claims it may have in this respect, whether actual or contingent, whether present or future.

DATA SHEET
S.No. Description Details
Project Details
1. Name of the Project Development of Amaravati Marina in Amaravati Capital City,

Andhra Pradesh on Public Private Partnership Mode
2. Grantor/ Client AP Capital Region Development Authority

Water Front side (Site 1):
3. Project Site
Land area of 7.38 acres (200m x 20m abutting water front and
balance abutting karakatta road); falling in sy. Nos. 59, 60, 62,
63, 64 of venkatapalem village, Thullur Mandal, Guntur
District (site 1 to be provided in two land parcels split/
separated by 200m x 20m wide riverfront development for
public access).
Note: Authority shall have right to revoke an area of upto 1 acre

(200m x 20m) abutting riverfront public access within the first three
(03) years from COD of Phase 1 of MDOs, from the larger land
parcel of Site 1 under lease. In case such land parcel is taken back
by APCRDA, Land lease to that extent will be reduced for the
balance concession period. The decision of the Authority shall be
final and binding by the concessionaire.
APCRDA will not lease or allot this land to any other 3rd party
for commercial purposes. CRDA will develop this land for only
public access through the Marina.
Landward Side (Site 2):
Land area of one (01) acre abutting Karakatta Road and
opposite to Site 1, falling in sy.no. 48, 49, 59 of Venkatapalem
Village, Thullur Mandal, Guntur District.
Project site will be provided possession to the selected

developer in terms with the concession and lease agreements
on “as is where is basis”. The developer shall undertake site
development, procure necessary onsite infrastructure facilities
such as power, water, etc. and undertake shifting of existing
utilities, as may be required, at its own cost and risk.

4. Estimated Project Rs. 40 Crores

Cost
5. Minimum Project MDOs are the following mandatory facilities of the

Development Amaravati Marina Project, to be developed by concessionaire
Obligations of in two phases within 12 months (Phase 1) and 24 months
Project (Phase 2) from land lease date and to be kept in active
operations till the end of concession period as per terms of RFP
(Project MDOs)
and agreement.
1. Marina with minimum Sixty (60) berths Aluminum
Alloy/Concrete Pontoon Marina with wood or WPC or
Concrete decking and pile guides
2. Training centre with classrooms to provide certification
in Sailing and Powerboating
3. Safety Induction and training centre
4. Procure and operate the following boats & safety
equipment.
a. Power boats/ Pantoons of min. 14 ft. length –
10nos.,
b. Optimist sail boats – 6 nos.
c. Laser Sail Boats – 2 nos.
d. Rescue & Safety boats as per international
standards-2 nos. and other safety &
miscellaneous equipment
5. Slip Way and Boat Launch Facility
6. Electrical Supply and Battery Charging Facilities of
adequate capacity on the Marina
7. Boat Repair Facility
8. Boats and Accessories Shop
9. Shower room, change room and toilet facilities for boat
owners and visitors/ tourists
10. Sufficient Parking facilities for two and four wheelers
as per applicable development regulations
11. Landscaping, refreshment facilities with drinking water
facility Water treatment plant with water supply facility
to boats on the Marina
Notes:
i. Minimum 20% of total berths or 12 nos. (whichever is
higher) berths shall be kept open for public/ visitors


(other than boat owners/members) to provide them with
water sports and recreational facilities.
ii. Ten percent (10%) or 6 nos. of total berths (whichever
is higher) shall be reserved for APCRDA/ Government
Dept. free of cost for noncommercial purposes only, as
and when required
iii. Visitors/ public shall have right for free and
uninterrupted access to cross the Krishna River
embankment through the Amaravati Marina project site
and the developer shall provide the same, free of cost,
during the subsistence of concession period.
iv. The developer shall ensure that all statutory approvals,
clearances are in place before undertaking
development of Amaravati Marina. In addition to the
above, the developer shall also ensure that the entire
development is in strict compliance with
applicable/relevant statutory acts, rules, regulations,
guidelines, legislations, judgements, etc.
v. The selected developer shall not have right to collect
any kind of fees, deposits, advances, or any amounts in
any form (other than loans/ debts from financial
institutions, banks for project
development/implementation) from any individuals,
persons, firms, entities, etc. in the name of
memberships, equity, etc. till COD of Phase 1 MDOs,
subject to prior approval from APCRDA/ Government.
However, in case APCRDA/ Government desires, upon
written request from APCRDA, the concessionaire may
be permitted to undertake training to local youth in
sailing/boating related activities and further
concessionaire may be permitted to collect
corresponding user charges/ fees, towards providing
said training to local youth, prior to fulfillment of
MDOs.
6. Phase 1 MDOs Phase 1 MDOs to be developed and operationalized within

Twelve (12) months from date of Land Lease deed.
1. Marina with minimum Thirty Six (36) berths
Aluminum Alloy Pontoon/Concrete Marina with wood


or WPC or Concrete decking and pile guides
2. Training centre with classrooms to provide certification
in Sailing and Powerboating
4. Procure and operate the following boats & safety
equipment.
a. Power boats/ Pantoons of min. 14 ft. length –
10nos.,
d. Rescue & Safety boats as per international
standards-2 nos. and other safety &
6. Electrical Supply and Battery Charging Facilities of
adequate capacity on the Marina
9. Shower room, change room and toilet facilities for boat
owners and visitors/ tourists
10. River pool for training as per standards
11. Dry stack Storage Facility ( for Min. 15 Boats)
12. Sufficient Parking facilities for two and four wheelers
as per applicable development regulations
13. Landscaping, refreshment facilities with drinking water
facility
14. Water treatment plant with water supply facility to
boats on the Marina
15. Sewage Pump Out Facility of adequate capacity as per
standards and project requirements.
7. Phase 2 MDOs Phases 2 MDOs to be developed and operationalized within

twenty four months from date of Land Lease deed.
1. Expansion of marina to a total of minimum Sixty (60)
berths (including phase 1 berths) Aluminum
Alloy/Concrete Pontoon Marina with wood or WPC or
Concrete decking and pile guides
4. Expansion of Parking facilities as per applicable
development regulations


5. Sewage Pump Out Facility of adequate capacity as per
standards and project requirements
8. Optional Facilities The developer, in addition to the minimum development

obligations, may develop the following marina ancillary
facilities that will complement the Amaravati Marina, subject
to obtaining necessary statutory approvals. However, the
optional facilities shall be eligible for commercial operations
only upon commercial operations of Phase 1 MDOs.
1. Operations of Yacht Facilities

2. Hosting regional, national and international water
sports/events
3. Fish Aquariums
4. Shore Fueling Facility
5. Water based fun activities
6. Recreational facilities such as Gymnasium, Sporting
facilities, Fun activities
7. Restaurants and food courts
8. Living facilities for tourists (upto 40 guest rooms)
9. Any other operation and activity permitted for development
and operation of marina will be at sole discretion of
developer, subject to necessary statutory approvals.
Project Implementation Details
10. Implementation Public Private Partnership (PPP) Format

Format
11. Concession Format Design, Build, Finance, Operate & Transfer (DBFOT) Basis
12. Institutional Formation of Special Purpose Company (SPC) under

Structure for companies Act of India, 2013, to be incorporated by the
Implementation Preferred Bidder/ Bidding Consortium.
13. Concession Period Thirty Three (33) Years (including Construction Period) from
date of signing of Concession Agreement. At the end of
Concession Period, project, project site and built assets, shall
be transferred back to APCRDA as per the contract conditions.

Bid Conditions
14. Land Lease In accordance with the provisions of APCRDA Act, the
preferred bidder/ Concessionaire, towards the land provided on
lease basis shall pay the Annual Land Lease of Rs. One Lakh
per Acre (Rs. 8.38 lakh for 8.38 acres) with five percent (5%)
annual increment, till the end of Concession/lease Period.
15. Bid Parameter: Annual Development Premium (ADP) for the base year quoted
in absolute amount in Rupees is the bid parameter. The bidder
Annual
that quotes the highest ADP (H1) shall be the preferred bidder.
Development
Premium (ADP): The selected developer shall pay the quoted ADP in absolute
amount with five percent (5%) annual increment OR a percent
(%) of the annual gross revenue (specified below), whichever
is higher. Payment of ADP shall effect from the completion of
2nd year (start of 3rd year) post commercial operations of
Phase 1 MDOs from concession agreement date or 4th year
from concession date, whichever is earlier. Revenue share
adjustment, if any, shall be made based on the Annual Gross
Revenue of that year as per audited financials.
Years Annual Gross
Revenue (%)
From start of 3rd year of COD or 4th year
of concession date, whichever is earlier to 3%
10th year of concession date
From 11th year of concession date to 20th
6%
year of concession date
From 21st year of concession date till end
10%
of concession period
16. Bid Validity Not less than 180 days from the due date of Bid submission
17. Bid Security & Rupees Forty Lakhs (Rs. 40 Lakhs) only in the form of
Validity Demand Draft or Bank Guarantee drawn from a Nationalised/
Scheduled Bank having operational branch in Vijayawada with
a validity of 180 days from bid due date.
18. Performance Rupees Two crore (Rs. 2.00 Cr.) only in the form of Bank
Security Guarantee from any Nationalised/ Scheduled Bank with
operable Branch at Vijayawada, shall be furnished on or before
signing the Concession Agreement, valid for Three years.

19. Signing of Signing of Concession Agreement is within 30 days from the

Concession issue of Letter of Acceptance (LoA). The following are the pre-
Agreement - conditions for signing of Concession Agreement:
Preconditions 1. Bank Guarantee of Rupees Two Crore (Rs. 2.0 Crore)
towards Performance Guarantee, with a validity of three
years.
2. Payment of one year advance land lease amount of Rs 8.38
Lakhs.
3. Incorporation of Special Purpose Company (SPC) with
shareholding as per the consortium agreement in terms with
the RFP.
Bid Submissions
Envelope A
20. Outer Envelope
Envelope B
Envelope C
1. Checklist of Submissions
21. Envelope A
2. Letter of Bid (Form A1)
3. DD for Rs. 20,000/- towards bid processing fee
4. Bid Security of total Rupees Forty Lakhs (Rs. 40
Lakhs) only in the form of Demand Draft /Bank
Guarantee. (Form A2)
5. Power of Attorney for the Bid Signatory (Form A3)
6. Power of Attorney for lead member (in case of
Consortium) - (Form A4)
7. Joint Bidding Agreement, in case of Consortium (Form
A5)
8. Anti collusion certificate (Form A6)
9. Project undertaking (Form A7)
10. Affidavit (Form A8)
11. Statement of legal capacity (Form A9)
12. Board Resolutions supporting all above (as applicable)
The bidders competence and capability is proposed to be
22. Envelope B: established by the following parameters. The documents
required to be submitted are as below:
Technical
 Particulars of Bidder (Form B1)
Bid/Proposal
 For Experience Criteria
1. Technical Capacity of Bidder (Form B2)
2. Details of Eligible Projects (Form B3)
Certified details regarding project specifications and Revenue
as per above formats


 For Financial Criteria
3. Financial capacity of the Bidder (Form B4)
Supported by Statutory Auditor’s Certificates regarding Net
Worth details.
The above details are to be submitted as per the formats given

in the RFP, supported by audited annual reports.
23. Envelope C: The Bidders shall be required to submit their Financial

Proposal/ Price Bids in the format (Form C) as provided in the
Price Bid/ Financial
RFP, on the letterhead of the bidder, duly filled and signed.
Proposal
Evaluation of Bids (Technical and Financial)
24. Envelope A: Test of Envelope A of the Bids shall be checked for list of all
Responsiveness submissions and complete compliance with the test of
responsiveness including submission of bid security in
accordance with RFP conditions. The list of documents under
test of responsiveness to be submitted in Envelope A are
provided in the data sheet and the formats for submission in
Envelopes A, B &C are provided in Part –III of RFP
Bidders fulfilling all the requirements under Test of
25. Envelope B: Responsiveness shall only be deemed qualified for opening of
Eligibility Criteria Envelope B and further evaluation for bidders eligibility as
– Technical & below.
Financial (A) Technical Capacity: For demonstrating technical
Capacities capacity and experience (the “Technical Capacity”),
the Bidder shall, over the past 10 (ten) financial years
preceding the Bid Due Date, have:
(i) paid for, or received payments for, construction

of Eligible Project(s); and/ or
(ii) paid for development of Eligible Project(s) in

Category 1 and/or Category 2 specified in
Clause 3.3.1; and/ or
(iii) Collected and appropriated revenues from

Eligible Project(s) specified in Clause 3.3.1
developed/ constructed either privately or for
Government or under PPP mode.,
 Such that the sum total of the above is more than Rs.40 crore
(Rs. Forty crore) only (the “Threshold Technical Capacity”).


(B) Financial Capacity: Bidder shall have minimum Net
worth of Rs. 10 Crore (Ten Crore) as on 31st March
2017 as per the audited annual reports.
 In case of a Consortium, the combined technical capacity and

net worth of those Members, who have and shall continue to
have an equity share of at least 26% (twenty six per cent) each in
the SPV, should satisfy the above conditions of eligibility;
provided that each such Member shall, for a period of 2 (two)
years from the date of commercial operation of the Project, hold
equity share capital not less than: (i) 26% (twenty six per cent)
of the subscribed and paid up equity of the SPC; and (ii) 5%
(five per cent) of the Total Project Cost as per approved DPR in
accordance with the Concession Agreement.
 The Bidder shall enclose with its proposal, complete with its
annexures, the Certificate from statutory auditors of the Bidder
specifying the Net Worth of the Bidder, as at the close of the
preceding financial year, and also specifying that the
methodology adopted for calculating such Net Worth (as
specified in this RFP). In case statutory audit is not complete for
any reason, then the Bidder should submit the balance sheet
attested by its auditor.
For the purpose of this RFP:

26. Eligible Projects
Category 1: Project experience on Eligible Projects
in Marina and/or marine related
infrastructure and/or Ports and/or Inland
waterways sectors that qualify under
Clause 3.3.1(iii)
Category 2: Project experience on Eligible Projects
in Tourism and/or Non Residential Real
Estate Development and/or Logistic
Parks and/or Airports sectors that qualify
under Clause 3.3.1(iii)
Category 3: Construction experience on Eligible
Projects in Marina and/or marine related
infrastructure and/or Ports and/or Inland
waterways related infrastructure sectors
that qualify under Clause 3.3.1(iv)
Category 4: Construction experience on Eligible
Projects in Tourism and/or Non
Residential Real Estate Development
and/or Logistic Parks and/or Airports
sectors that qualify under Clause
3.3.1(iv)
a) Marina and Marine related infrastructure deemed to
include Marina floating structure and marina onshore


facilities,
o Marina floating structure shall include berthing facilities
for boats/yachts/ships of different sizes as per
international standards.
o Marina onshore facilities shall include shore fuelling,
boat/yacht launch facility, boat/yacht fuelling dock, boat
storage, boat repair facility, battery recharge facility,
walkway bridge, ramp, water treatment plant, waste
management facility.
b) Category 2 and Category 4 projects include Tourism (MICE
Facilities, Hotels/ Food Courts, Resorts, Adventure Tourism,
Leisure & Entertainment and Water Based Tourism), and/or non
Residential development (excludes residential and land
development projects) and/or Logistic Parks and/or Airports.
c) The entity claiming experience should have held, in the company
owning the Eligible Project, a minimum of 26% (twenty six per
cent) equity during the entire year for which Eligible Experience is
being claimed;
The Experience Score for an Eligible Project in a given category
27. Envelope B: would be the eligible payments and/or receipts specified in Clause
Evaluation of 2.1.2 (A) as below, divided by one crore and then multiplied by the
applicable factor in Table below. In case the Bidder has experience
Technical Proposal across different categories, the score for each category would be
: Max. 100 marks computed as above and then aggregated to arrive at its Experience
Score.
Categories Factor
Category 1 1.40
Category 2 1.00
Category 3 0.85
Category 4 0.50
d) The credentials of eligible bidders shall be measured in terms of

their Experience Score. The sum total of the Experience Scores for
all Eligible Projects shall be the ‘Aggregate Experience Score’ of
a particular Bidder. In case of a Consortium, the Aggregate
Experience Score of each of its Members, who have an equity
share of at least 26% in such Consortium, shall be summed up for
arriving at the combined Aggregate Experience Score of the
Consortium.
e) The bidders shall then be ranked on the basis of their respective
Aggregate Experience Scores and short-listed for opening of
financial Bids. The Authority shall short-list upto 6 (six) starting
from top most experience score as above, for opening of financial
proposals, may be extended upto 7 shortlisted firms.
28. Envelope C: Financial Proposal Evaluation

Evaluation of  Bidders shall quote the Annual Development Premium
Financial Proposal: (ADP) in absolute amount, payable by the preferred bidder
Annual to APCRDA with 5% annual increment (or a percentage of
annual gross revenue, whichever is higher).Price bids of


Development shortlisted bidders, ranked from 1 to 6 (in case shortlisted
Premium quoted in bidders are more than six) in experience scoring shall only
be opened and evaluated for Annual Development
absolute amount Premium Offer (ADP quoted in absolute amount is the sole
(Bid Parameter) bid parameter).
 Bidder with highest ADP quote (in absolute amount in

rupees) shall be marked as H1, second highest shall be
marked as H2 and so on.
The bidder that has offered the highest ADP (Annual

29. Sole Criteria for Development Premium) in absolute amount in rupees (H1)
Selection of shall be the preferred bidder.
Preferred Bidder:
30. Qualifications The Bidding Company (in case of a single bidder)/ Consortium
through Member can draw upon the Technical Experience and
Affiliates/Associates Financial Capability of one or more of its Associates. In either
(if any) case, the ownership relation between the Bidder and the
Associate(s) must be explained.
For purposes hereof, Associate means, in relation to the

Bidder/Consortium member, a person who controls, is
controlled by, or is under the common control with such
Bidder/Consortium member (the “Associate”). As used in
this definition, the expression “control” means, with respect
to a person which is a company or corporation, the
ownership, directly or indirectly, of more than 50% (fifty
per cent) of the voting shares of such person, and with
respect to a person which is not a company or corporation,
the power to direct the management and policies of such
person, whether by operation of law or by contract or
otherwise.
31. Special Conditions 1. The maximum number of members in the Consortium shall
for a Consortium be five including the Lead Member.
(If any) 2. Each member of the consortium, whose experience will be
evaluated for the purposes of this RFP, shall subscribe to 26%
(twenty six percent) or more of the paid up and subscribed
equity of the SPV and shall further commit that each such


member shall, for a period of 2 (two) years from the date of
commercial operation of the Project, hold equity share capital
not less than: (i) 26% (twenty six per cent) of the subscribed
and paid up equity share capital of the SPV; and (ii) 5% (five
per cent) of the Total Project Cost specified in the Concession
Agreement;
3. Members of Consortium shall collectively hold at least 51%

(fifty one percent) of the subscribed and paid up equity of the
SPV at all times until second anniversary of commercial
operation date of the Project.
4. The entity/consortium member, claiming experience should

have held, in the company owning the Eligible Project, a
minimum of 26% (twenty six per cent) equity during the entire
year for which Eligible Experience is being claimed;
32. Special Conditions In case of Sole Bidder, it shall be required to commit to hold a
for a Sole Bidder minimum equity participation of 51 % in the Project SPC at all
(If any)
times during a period that shall not be less than Two (02) years
from the commercial operations date of the last phase of the
project.

2 INSTRUCTIONS TO BIDDERS
A. GENERAL
2.1 Eligibility of Bidders – Technical Qualification Criteria
2.1.1 For determining the eligibility of Bidders, the following shall apply:
(A) The Bidder (the “Bidder”) can be a Natural Person (Individual)/
Proprietorship Concern or a single entity (the “Entity”) registered under the
Companies Act or a Partnership firm registered under the Partnership Act. The
Bidder may also be a Consortium (the “Consortium”) of up to five entities.
Members of the consortium (including lead member) can be Natural Person/s
(Individual/s) or be Entities registered under the Companies Act or Partnership
Firm/s registered under the Partnership Act. In such case, a separate company
(Special Purpose Company – SPC), exclusively for developing and operating
the subject project shall be floated by the “Consortium” under Companies Act
2013 (as amended from time to time) after issue of LoA, but before executing
the Concession Agreement. The SPC shall be party in the Concession and
Lease Agreements in addition to APCRDA and Preferred Bidder.
(B) A Bidder shall not have a conflict of interest (the “Conflict of Interest”) that
affects the Bidding Process. Any Bidder found to have a Conflict of Interest
shall be disqualified. A Bidder shall be deemed to have a Conflict of Interest
affecting the Bidding Process, if:
i. the Bidder, its Member or Associate (or any constituent thereof) and any other
Bidder, its Member or any Associate thereof (or any constituent thereof) have
common controlling shareholders or other ownership interest; provided that this
disqualification shall not apply in cases where the direct or indirect
shareholding of Bidder, its Member or an Associate thereof (or any shareholder
thereof having a shareholding of more than 5 percent of the paid up and
subscribed share capital of such Bidder, Member or Associate, as the case may
be) in the other Bidder, its Member or Associate is less than 5 percent of the
subscribed and paid up equity share capital thereof; provided further that this
disqualification shall not apply to any ownership by a bank, insurance company,
pension fund or a public financial institution referred to in sub-section (72) of
section 2 of the Companies Act, 2013. For the purposes of this Clause 2.1.1(B),
indirect shareholding held through one or more intermediate persons shall be
computed as follows: (aa) where any intermediary is controlled by a person
through management control or otherwise, the entire shareholding held by such
controlled intermediary in any other person (the “Subject Person”) shall be
taken into account for computing the shareholding of such controlling person in

the Subject Person; and (bb) subject always to sub-clause (aa) above, where a
person does not exercise control over an intermediary, which has shareholding
in the Subject Person, the computation of indirect shareholding of such person
in the Subject Person shall be undertaken on a proportionate basis; provided,
however, that no such shareholding shall be reckoned under this sub-clause (bb)
if the shareholding of such person in the intermediary is less than 26% of the
subscribed and paid up equity shareholding of such intermediary; or
ii. a constituent of such Bidder is also a constituent of another Bidder; or
iii. such Bidder, or any Associate thereof receives or has received any direct or
indirect subsidy, grant, concessional loan or subordinated debt from any other
Bidder, or any Associate thereof or has provided any such subsidy, grant,
concessional loan or subordinated debt to any other Bidder, its Member or any
Associate thereof; or
iv. such Bidder has the same legal representative for purposes of this Bidding
Process as any other Bidder; or
v. such Bidder, or any Associate thereof has a relationship with another Bidder, or
any Associate thereof, directly or through common third party/ parties, that puts
either or both of them in a position to have access to each other’s information
about, or to influence the Proposal of either or each other; or
vi. such Bidder, or any Associate thereof has participated as a consultant to the
Authority in the preparation of any documents, design or technical
specifications of the Project.
(C) A Bidder shall be liable for disqualification if any legal, financial or technical
adviser of the Authority in relation to the Project is engaged by the Bidder, its
Member or any Associate thereof, as the case may be, in any manner for
matters related to or incidental to the Project. For the avoidance of doubt, this
disqualification shall not apply where such adviser was engaged by the Bidder,
its Member or Associate in the past but its assignment expired or was
terminated prior to the Bid Due Date. Nor will this disqualification apply
where such adviser is engaged after a period of 3 (three) years from the date of
commercial operation of the Project.
Explanation: In case a Bidder is a Consortium, then the term Bidder as used in

this Clause 2.1.1 (A), shall include each Member of such Consortium.
(D) In case of Consortium, the members of the Consortium shall nominate one
member as the lead member (the “Lead Member”), who shall have an equity
shareholding of at least 26% of the paid up equity of the SPC. The equity share
holding of the Lead Member should be higher than equity share holding of any

other Member. In the event of two or more consortium members holding the
highest equal equity share, the Bidder shall indicate clearly in the Bid proposal
which consortium member is to be considered Lead member. The
nomination(s) shall be supported by a Power of Attorney, as per the format
provided in Form A4 and Form A3, signed by all the other members of the
Consortium.
2.1.2 Experience Criteria: To be eligible for short-listing, a bidder shall fulfill the
following conditions of eligibility:
(A) Technical Capacity: For demonstrating technical capacity and experience (the
“Technical Capacity”), the Bidder shall, over the past 5 (five) financial years preceding
the Bid Due Date, have:
(i) paid for, or received payments for, construction of Eligible Project(s); and/
or
(ii) paid for development of Eligible Project(s) in Category 1 and/or Category 2

specified in Clause 3.3.1; and/ or
(iii) collected and appropriated revenues from Eligible Project(s) specified in

Clause 3.3.1,
Such that the sum total of the above is more than the amount specified in the data sheet (the
“Threshold Technical Capacity”), provided one fourth of the Threshold Technical Capacity
shall be solely from category 1and/or category 3 projects, as specified in data sheet.
(B) Financial Capacity: The Bidder shall have a minimum Net Worth (the “Financial
Capacity”) as specified in the data sheet at the close of the preceding financial year from
the bid due date.
In case of a Consortium,
(i) the combined technical capacity and Net Worth of those Members, who shall have
an equity share of at least 26% (twenty six per cent) each in the SPV, should
satisfy the above conditions of eligibility; provided that each such Member shall,
for a period of 2 (two) years from the date of commercial operation of the Project,
hold equity share capital not less than: (i) 26% (twenty six per cent) of the
subscribed and paid up equity of the SPV; and (ii) 5% (five per cent) of the Total
Project Cost specified in the Concession Agreement.
(ii) For evaluation of experience criteria, only such projects would be considered for
evaluation, which have been undertaken (as required by this RFP) by the
constituent member either on its own or with 26% equity in the Consortium in the
qualifying/claimed eligible project.

2.1.3 O&M Experience: In the event that the Bidder does not have the requisite O&M
experience, it shall either enter into an agreement, for a period of 5 (five) years from
COD (post COD), with an entity having the Marina experience relating to the
performance of O&M obligations, or engage experienced and qualified personnel for
discharging its O&M obligations in accordance with the provisions of the Concession
Agreement, failing which the Concession Agreement shall be liable to termination.
2.1.4 The bidder shall enclose with its bid, to be submitted as per the formats, the
following$:
(i) Certificate(s) from statutory auditors of the Bidder or its Associates or the
concerned client(s) stating the payments made/ received or works commissioned,
as the case may be, during the past 5 (five) years in respect of the projects
specified in paragraph 2.1.2 (A) above. In case a particular job/ contract has been
jointly executed by the Bidder (as part of a consortium), it should further support
its claim for the share in work done for that particular job/ contract by producing a
certificate from its statutory auditor or the client; and
(ii) certificate(s) from statutory auditors of the Bidder or its Associates specifying the
Net Worth of the Bidder, as at the close of the preceding financial year, and also
specifying that the methodology adopted for calculating such Net Worth conforms
to the provisions of this Clause 2.1.2 (B). For the purposes of this RFP, Net Worth
shall mean ‘Subscribed and Paid-up Equity + Reserves’ less ‘Revaluation
reserves + miscellaneous expenditure not written off + reserves not available for
distribution to equity shareholders’.
In case of Individuals/ Proprietorship Firms, Net Worth shall mean “Individual’s/

Proprietor’s assets minus liabilities”. Assets of an individual shall include all
value of tangible assets, fixed income assets, equity assets, cash and cash
equivalents, etc. liabilities shall include all commitments like loans, borrowings,
debts, line of credit, credit balances, etc.
2.1.5 The Bidder should submit a Power of Attorney as per the format at Form A3,
authorising the signatory of the Bid to commit the Bidder. In the case of a
$ In case duly certified audited annual financial statements containing the requisite details are provided, a separate
certification by statutory auditors would not be necessary in respect of Clause 2.1.4. In jurisdictions that do not have
statutory auditors, the firm of auditors which audits the annual accounts of the Bidder or its Associate may provide
the certificates required under this RFP.

Consortium, the Members should submit a Power of Attorney in favour of the Lead
Member as per format at Form A4.
2.1.6 Where the Bidder is a single entity, it may be required to form an appropriate Special
Purpose Vehicle, incorporated under the Indian Companies Act, 2013 (the “SPV”), to
execute the Concession Agreement and implement the Project. In case the Bidder is a
Consortium, it shall, in addition to forming an SPV, comply with the following
additional requirements:
(i) Number of members in a consortium shall not exceed 5 (five), in the order of their
equity contribution;
(ii) subject to the provisions of sub-clause (i) above, the Bid should contain the
information required for each member of the Consortium;
(iii) members of the Consortium shall nominate one member as the lead member (the
“Lead Member”), who shall have an equity share holding of at least 26% (twenty six
per cent) of the paid up and subscribed equity of the SPV. The nomination(s) shall be
supported by a Power of Attorney, as per the format at Form A4, signed by all the
other members of the Consortium;
(iv) an individual Bidder cannot at the same time be member of a Consortium bidding
under this RFP. Further, a member of a particular Bidding Consortium cannot be
member of any other bidding Consortium under this RFP;
(v) the members of a Consortium shall form an appropriate SPV to execute the Project, if
awarded to the Consortium;
(vi) members of the Consortium shall enter into a binding Joint Bidding Agreement,
substantially in the form specified at Form A5 (the “Jt. Bidding Agreement”), for the
purpose of submitting a Bid. The Jt. Bidding Agreement, to be submitted along with
the bid, shall, inter alia:
a) convey the intent to form an SPV with shareholding/ ownership equity
commitment(s) in accordance with this RFP, which would enter into the
Concession Agreement and subsequently perform all the obligations of the
Concessionaire in terms of the Concession Agreement, in case the
concession to undertake the Project is awarded to the Consortium;
b) clearly outline the proposed roles and responsibilities, if any, of each

member;
c) commit the minimum equity stake to be held by each member;
d) commit that each of the members, whose experience will be evaluated for
the purposes of this RFP, shall subscribe to 26% (twenty six per cent) or
more of the paid up and subscribed equity of the SPV and shall further
commit that each such member shall, for a period of 2 (two) years from
the date of commercial operation of the Project, hold equity share capital

not less than: (i) 26% (twenty six per cent) of the subscribed and paid up
equity share capital of the SPV; and (ii) 5% (five per cent) of the Total
Project Cost specified in the Concession Agreement;
e) members of the Consortium undertake that they shall collectively hold at

least 51% (fifty one per cent) of the subscribed and paid up equity of the
SPV at all times until the second anniversary of the commercial operation
date of the Project; and
f) include a statement to the effect that all members of the Consortium shall
be liable jointly and severally for all obligations of the Concessionaire in
relation to the Project until the Financial Close of the Project is achieved
in accordance with the Concession Agreement; and

2.1.7 Any entity which has been barred by the Central/ State Government, (or any entity
controlled by it), from participating in any project (BOT or otherwise), and the bar
subsists as on the date of bid due date, would not be eligible to submit the Bid, either
individually or as member of a Consortium.
2.1.8 A Bidder including any Consortium Member or Associate should, in the last 3 (three)
years, have neither failed to perform on any contract, as evidenced by imposition of a
penalty by an arbitral or judicial authority or a judicial pronouncement or arbitration
award against the Bidder, Consortium Member or Associate, as the case may be, nor
has been expelled from any project or contract by any public entity nor have had any
contract terminated by any public entity for breach by such Bidder, Consortium
Member or Associate. Provided, however, that where Bidder claims that its
disqualification arising on account of any cause or event specified in this Clause is
such that it does not reflect (a) any malfeasance on its part in relation to such cause or
event; (b) any will-full default or patent breach of the material terms of the relevant
contract; (c) any fraud, deceit or misrepresentation in relation to such contract; or (d)
any rescinding or abandoning of such contract, it may make a representation to this
effect to the Authority for seeking a waiver from the disqualification hereunder and
the Authority may, in its sole discretion and for reasons to be recorded in writing,
grant such waiver if it is satisfied with the grounds of such representation and is
further satisfied that such waiver is not in any manner likely to cause a material
adverse impact on the Bidding Process or on the implementation of the Project.
2.1.9 The Proposal should include a brief description of the scope, roles and responsibilities
of individual members, particularly with reference to financial, technical and O&M
obligations.
2.1.10 In evaluating the technical proposal of the Bidder/ Consortium Members, the
credentials of their respective Associates/affiliates would also be eligible hereunder.
In such case, the Bidder shall submit a certificate from its Statutory Auditor
stating that the entity whose credentials are presented are Associates/affiliates of
the Bidder as defined in this RFP document

2.1.11 All evidence submitted is subject to scrutiny by APCRDA or any designated

authority. Decision of the Authority will be final and binding on the bidders
2.1.12 Technical Proposal Evaluation: To be eligible for technical and financial evaluation
of the Bid, a Bidder shall fulfill the conditions specified in the data sheet in terms
with the RFP as part of submissions in Technical and Financial proposals.
2.1.13 The following conditions shall be adhered to while submitting a bid:
a) Bidders should attach clearly marked and referenced continuation sheets in the
event that the space provided in the prescribed forms is insufficient. Alternatively,
Bidders may format the prescribed forms making due provision for incorporation of
the requested information;
b) Information supplied by a Bidder (or other constituent Member if the Bidder is a

Consortium) must apply to the Bidder named in the Bid submission and not, unless
specifically requested, to other associated companies or firms.
2.2 Qualification through Associates
(i) The Bidding Firm (in case of a single bidder)/ Consortium Member can draw
upon the Technical Experience and Financial Capability of one or more of its
Associates. In either case, the ownership relation between the Bidder and the
Associate(s) must be explained.
(ii) For the purposes of this RFP, Associate means, in relation to the
Bidder/Consortium member, a person who controls, is controlled by, or is
under the common control with such Bidder/Consortium member (the
“Associate”). As used in this definition, the expression “control” means, with
respect to a person which is a company or corporation, the ownership, directly
or indirectly, of more than 50% (fifty per cent) of the voting shares of such
person, and with respect to a person which is not a company or corporation, the
power to direct the management and policies of such person, whether by
operation of law or by contract or otherwise

2.3 General terms of Bidding
2.3.1 The Bid and all communications in relation to or concerning the Tender Documents
and the Bid shall be in English language.
2.3.2 The Tender Documents including this RFP and all attached documents are and shall
remain the property of the Authority and are transmitted to the Bidders solely for the
purpose of preparation and the submission of a Bid in accordance herewith. Bidders
are to treat all information as strictly confidential and shall not use it for any purpose
other than for preparation and submission of their Bid. The Authority will not return
any Bid or any information provided along therewith.
2.3.3 The Developer shall not have right to lease, sub-lease sell, assign, mortgage, or
underlet, or otherwise transfer fully or in part, the project site or its interests therein or
transfer its possession of the project site, to any Person during the subsistence of lease
and concession Agreements. Provided however that with the permission of the
Authority in writing and subject to terms of the concession and lease agreements, the
developer may lease/rent/outsource the constructed project infrastructure/ facilities
for the purpose of effective project operations.
2.3.4 The Developer shall be bound to indemnify the Authority against any defect in
design, construction, maintenance and operation of the Project and shall undertake to
reimburse all costs, charges, expenses, losses and damages in that behalf.
2.4 Change in composition of the Consortium
2.4.1 Change in the composition of a Consortium or creation of a Consortium by a single

entity bidder will not be permitted by the Authority during the Bidding Process.
Bidding Process closes (the “Bidding Process”) with the signing of the Concession
and Lease Agreement. Members of the Consortium shall continue holding equity
share as proposed in the Form B1 during Bid Submission.
2.5 Verification and Disqualification
2.5.1 The Authority reserves the right to verify all statements, information and documents
submitted by the Bidder in response to the Tender Documents and the Bidder shall,
when so required by the Authority, make available all such information, evidence and

documents as may be necessary for such verification. Any such verification, or lack
of such verification, by the Authority shall not relieve the Bidder of its obligations or
liabilities hereunder nor will it affect any rights of the Authority thereunder.
2.5.2 The Authority reserves the right to reject any Bid and appropriate the Bid Security if:
a) at any time, a material misrepresentation is made or uncovered, or
b) the Bidder does not provide, within the time specified by the Authority, bid will
be treated as non-responsive.
2.5.3 Such misrepresentation/ improper response shall lead to the disqualification of the
Bidder. If the Bidder is a Consortium, then the entire Consortium and each Member
may be disqualified / rejected.
2.5.4 In case after due enquiry, if it is found during the evaluation or at any time before
signing of the Agreement or after its execution and during the period of subsistence
thereof, that one or more of the eligibility conditions have not been met by the
Bidder, or the Bidder has made material misrepresentation or has given any
materially incorrect or false information, the Bidder shall be disqualified forthwith, if
the selection of preferred bidder has not been made either by issue of the LoA or
entering into Agreement, and if the Selected bidder has already been issued the LoA
or has entered into the Agreement, as the case may be, the same shall,
notwithstanding anything to the contrary contained therein or in this RFP, be liable to
be terminated, by a communication in writing by the Authority to the Winning bidder/
preferred bidder/ selected developer without the Authority being liable in any manner
whatsoever. In such an event, the Authority shall be entitled to forfeit and appropriate
the Bid Security (if not already returned) and Performance Security, as Damages,
without prejudice to any other right or remedy that may be available to the Authority
under the Tender Documents and/ or the Agreements, or otherwise.
2.6 Right to accept and to reject any or all Bids
2.6.1 Notwithstanding anything contained in this RFP, the Authority reserves the right to
accept or reject any Bid and/or to annul the Bidding Process and/or reject all Bids at
any time without any liability or any obligation for such acceptance, rejection or
annulment, and without assigning any reasons therefor. In the event that the Authority

rejects or annuls all the Bids, it may, in its discretion, invite all eligible Bidders to
submit fresh Bids hereunder.
2.6.2 The Authority reserves the right not to proceed with the Bidding Process at any time,
without notice or liability.
2.7 Clarifications
2.7.1 Bidders requiring any clarification on the RFP may notify the Authority in writing by
e-mail. They should send in their queries before the date mentioned in the Schedule
of Bidding Process. The Authority shall endeavor to respond to the queries within the
period specified therein.
2.7.2 The Authority shall endeavor to respond to the questions raised or clarifications
sought by the Bidders. However, the Authority reserves the right not to respond to
any question or provide any clarification, in its sole discretion, and nothing in this
section shall be taken or read or interpreted as compelling or requiring the Authority
to respond to any question or to provide any clarification.
2.8 Amendment to RFP
At any time prior to the deadline for submission of Bids, the Authority may, for any reason,
whether at its own initiative or in response to clarifications requested by a Bidder, modify the
RFP by the issuance of Corrigendum.

B. PREPARATION AND SUBMISSION OF BIDS
2.9 Language
2.9.1 The Bid and all related correspondence and documents in relation to the Bidding
Process shall be in English language. Supporting documents and printed literature
furnished by the Bidder with the bid may be in any other language provided that they
are accompanied by translations of all the pertinent passages in the English language,
duly authenticated and certified by the Bidder. Supporting materials, which are not
translated into English, may not be considered. For the purpose of interpretation and
evaluation of the bid submission, the English language translation shall prevail.
2.10 Sealing and Marking of Bids
2.10.1 The Bidder shall submit the Bid in the format specified in the Bidding Forms of this
RFP. The bid shall be submitted in three separate envelopes as under:
■ Envelope A: Supporting documents
■ Envelope B: Technical Proposal (Eligibility & Experience Scoring)
■ Envelope C: Financial Proposal
The Supporting documents to the Bid shall be submitted in Hard Copy. The
documents shall include:
ENVELOPE A: Supporting Documents

1.Checklist of Submissions
2.Demand Draft for Rs. 20,000/- towards bid processing fee
3.Form A1. Letter of Bid as per the Format;
4.Form A2. Bank Guarantee as per Format for Bid Security or Demand Draft;
5.Form A3. Power of Attorney for signing of Bid as per Format.
6.Form A4. Power of Attorney for Lead Member of Consortium as per Format (If
applicable,);
7.Form A5. Joint Bidding Agreement as per Format, in case of a Consortium (If
applicable,);
8.Form A6. Anti-Collusion certificate as per Format;

9.Form A7. Project Undertaking as per Format
10.Form A8. Affidavit as per Format;
11.Form A9. Statement of Legal Capacity for Bid Signatory as per Format
Envelope A shall be sealed, labelled as “SUPPORTING DOCUMENTS FOR

DEVELOPMENT OF AMARAVATI MARINA AT AMARAVATI, ANDHRA
PRADESH ON PPP MODE”
The following documents corresponding to the Eligibility Submission shall be

submitted as part of Envelope B – Technical Proposal (the “Technical Proposal”).
All this documents to be submitted in Hard Copy.
ENVELOPE B: TECHNICAL PROPOSAL
Form B1. Particulars of the Bidder
Form B2. Technical Capacity of the Bidder
Along with supporting documents in the formats provided in Form B3 &B4
Form B3. Details of Eligible Projects
Form B4. Financial Capacity
Copy(s) of Certificate of Awards won by the Bidder
Envelope B shall be sealed, labelled as “TECHNICAL PROPOSAL FOR DEVELOPMENT OF

AMARAVATI MARINA AT AMARAVATI, ANDHRA PRADESH ON PPP MODE”
ENVELOPE C: FINANCIAL PROPOSAL
Form C1. Price Bid
Envelope C shall be sealed, stamped, signed and labelled as “FINANCIAL PROPOSAL FOR
DEVELOPMENT OF AMARAVATI MARINA AT AMARAVATI, ANDHRA PRADESH ON
PPP MODE”
Each of the envelopes shall be addressed to:

The Commissioner
Lenin Center, Governor Pet, VIJAYAWADA - 520002
ANDHRA PRADESH - INDIA. Phone: +91 - 866 - 2577475

All the Hard Copy submissions discussed above, shall be placed inside the Outer
Envelope placed in 3 separate envelopes (Envelopes A, B and C). The Outer
Envelope shall be sealed, labelled as “PROPOSAL FOR DEVELOPMENT OF
AMARAVATI MARINA AT AMARAVATI, ANDHRA PRADESH ON PPP
MODE” and NOT TO BE OPENED BEFORE THE DUE DATE/ TIME OF BID
OPENING. In addition, the Bid Due Date should be indicated on the right hand top
corner of each of the envelopes.
The Outer Envelope in addition to all the inner envelopes shall specify complete name and
address of the Bidder.
If the Hard Copy submissions are not sealed and marked as instructed above, the
Authority assumes no responsibility for the misplacement or premature opening of the
contents of the Bid submitted.
Bids submitted by fax, telex, telegram or e-mail shall not be entertained and shall be
rejected.

2.11 Bid Due Date
2.11.1 Bids should be submitted before the bid submission closing time on the Bid Due Date
specified in the ‘schedule of tender process’ in the manner and form as detailed in this
RFP.
2.11.2 The Hard Copy of the bid should be submitted as per the guidelines mentioned in the
Section 2.10, 2.11 and 2.12 of the RFP. A receipt thereof should be obtained from the
authorized official.
2.11.3 The Authority may, in its sole discretion, extend the Bid Due Date by issuing an
Corrigendum uniformly for all Bidders. All clarifications provided by APCRDA and
corrigenda issued shall be uploaded on APCRDA website only.
2.12 Late Bids
2.12.1 Bids cannot be submitted after the specified time on the Bid Due Date.
2.12.2 The Bidder may modify, substitute or withdraw its Bid submissions prior to Bid Due
Date. No Bid shall be modified, substituted or withdrawn by the Bidder on or after
the Bid Due Date.
2.12.3 The Hard Copy of the modification, substitution or withdrawal notice shall be
prepared, sealed, marked, and delivered in accordance with Section 2.10, with the
envelopes being additionally marked “MODIFICATION”, “SUBSTITUTION” or
“WITHDRAWAL”, as appropriate.
2.13 Confidentiality
2.13.1 Information relating to the examination, clarification, evaluation and recommendation
for the Bidders shall not be disclosed to any person who is not officially concerned
with the process or is not a retained professional advisor advising the Authority in
relation to, or matters arising out of, or concerning the Bidding Process. The
Authority will treat all information, submitted as part of the Bid, in confidence and
will require all those who have access to such material to treat the same in
confidence. The Authority may not divulge any such information unless it is
required/directed to do so under applicable laws or by any statutory entity that has the
power under law to require such disclosure or such disclosure is required to enforce
or assert any right or privilege of any statutory / governmental entity and/ or the
Authority.

3 EVALUATION OF BIDS
3.1 Opening and Evaluation of Bids
3.1.1 The Authority shall open the valid Bids at the specified time on the date specified in
‘Schedule of Tender Process’ in the presence of the Bidders who choose to attend.
3.1.2 The evaluation and selection process for each bid will be carried out by the Authority
as per sub-stages as detailed below.
3.1.3 To facilitate evaluation of Bids, the Authority may, at its sole discretion, seek
clarifications in writing from any Bidder regarding its Bid and such Bidder shall
provide its response within the time period specified by the Authority in this regard.
3.2 First step - Tests of responsiveness of the bid
Prior to evaluation of Bids, the Authority shall determine whether each submission is
responsive to the requirements of the RFP. As part of this assessment, the Authority
shall open the Envelope-A of the submission (“supporting documents to the bid”, as
mentioned in Section 2.10) and assess if the submission is in conformity with the
terms and conditions of the RFP. A Bid shall be considered responsive only if:
■ it is received as per the format at Section 2.10
■ it is received by the Bid Due Date including any extension thereof pursuant to
Section 2.11;
■ it is accompanied by the Bid Security as specified in Section 1.5;
■ it is accompanied by the Power(s) of Attorney as specified in Section 2.1.5, as
the case may be;
■ it contains all the information (complete in all respects) as requested in this RFP;
■ it does not contain any condition or qualification; and
■ it is not non-responsive in terms hereof.
The Authority reserves the right to reject any Bid, which is non-responsive and no
request for alteration, modification, substitution or withdrawal shall be entertained by
the Authority in respect of such Bid.

3.3 Second step – Evaluation of Technical Proposals: Eligibility Criteria &

Experience Scoring
(i) The responsive bids under ‘Test of Responsiveness’ clause will only be considered for
further evaluation. Envelope B of only the responsive bids will be opened and evaluated for
eligibility.
(ii) Only those bids that meet the eligibility criteria specified in data sheet and in Clauses 2.1 and
2.2 shall qualify for evaluation under this section. Bids of firms/ consortia who do not meet
these criteria shall be rejected.
(iii)The Bidder’s competence and capability is proposed to be established by the following

parameters:
(a) Technical Capacity; and
(b) Financial Capacity.
3.3.1 Technical Capacity for purposes of evaluation

(i) Subject to the provisions of Clauses 2.1.1 and 2.1.2, the following categories of
experience would qualify as Technical Capacity and eligible experience (the “Eligible
Experience”) in relation to eligible projects as stipulated hereunder in Clauses 3.3.1 and
3.3.2 (the “Eligible Projects”):
(ii) For the purpose of this RFP:
Category 1: Project experience on Eligible Projects in Marina and/or marine related
infrastructure and/or Ports and/or Inland waterways sectors that qualify
under Clause 3.3.1(iii)
Category 2: Project experience on Eligible Projects in Tourism and/or Non Residential
Real Estate Development and/or Logistic Parks and/or Airports sectors
that qualify under Clause 3.3.1(iii)
Category 3: Construction experience on Eligible Projects in Marina and/or marine
related infrastructure and/or Ports and/or Inland waterways related
infrastructure sectors that qualify under Clause 3.3.1(iv)
Category 4: Construction experience on Eligible Projects in Tourism and/or Non
Residential Real Estate Development and/or Logistic Parks and/or
Airports sectors that qualify under Clause 3.3.1(iv)
Such that:
a) The capital cost of each project considered above should be more than Rs. Four crore.
b) Marina and Marine related infrastructure deemed to include Marina floating structure and marina
onshore facilities,
a. Marina floating structure shall include berthing facilities for boats/yachts/ships of different sizes
as per international standards.

b.Marina onshore facilities shall include shore fuelling, boat/yacht launch facility, boat/yacht
fuelling dock, boat storage, boat repair facility, battery recharge facility, walkway bridge, ramp,
water treatment plant, waste management facility.
c) Category 2 and Category 4 projects include Tourism (MICE Facilities, Hotels/ Food Courts, Resorts,
Adventure Tourism, Leisure & Entertainment and Water Based Tourism), and/or non Residential
development (excludes residential and land development projects) and/or Logistic Parks and/or Airports.
(iii) For a project to qualify as an Eligible Project under Categories 1 and 2:
(a) the entity claiming experience should have held, in the company owning the
Eligible Project, a minimum of 26% (twenty six per cent) equity during the entire
year for which Eligible Experience is being claimed;
(b) the entity claiming experience shall, during the last 10 (ten) financial years
preceding the Bid Due Date, have (i) paid for development of the project
(excluding the cost of land), and/ or (ii) collected and appropriated the revenues
from users availing of non-discriminatory access to or use of fixed project assets,
such as revenues from category 1 & 2 projects, but shall not include revenues
from sale or provision of goods or services such as electricity, gas, petroleum
products, telecommunications or fare/freight revenues and other incomes of the
company owning the Project.
(iv) For a project to qualify as an Eligible Project under Categories 3 and 4; the Bidder
should have paid for execution of its construction works or received payments from its
client(s) for construction works executed, fully or partially, during the past 10 (ten)
financial years immediately preceding the Bid Due Date, and only the payments (gross)
actually made or received, as the case may be, during such 10 (ten) financial years shall
qualify for purposes of computing the Experience Score. For the avoidance of doubt,
construction works shall not include supply of goods or equipment except when such
goods or equipment form part of a turn-key construction contract/ EPC contract for the
project. Further, the cost of land shall not be included hereunder.
(v) The Bidder shall quote experience in respect of a particular Eligible Project under any
one category only, even though the Bidder (either individually or along with a member of
the Consortium) may have played multiple roles in the cited project. Double counting for
a particular Eligible Project shall not be permitted in any form.
(vi) A Bidder’s experience shall be measured and stated in terms of a score (the “Experience
Score”). The Experience Score for an Eligible Project in a given category would be the
eligible payments and/or receipts specified in Clause 2.1.2 (A), divided by one crore and
then multiplied by the applicable factor in Table below. In case the Bidder has experience
across different categories, the score for each category would be computed as above and
then aggregated to arrive at its Experience Score.

Table: Factors for Experience across categories
Categories Factor
Category 1 1.40
Category 2 0.85
Category 3 0.75
Category 4 0.50
vii. Experience for any activity relating to an Eligible Project shall not be claimed by
two or more Members of the Consortium. In other words, no double counting by a
Consortium in respect of the same experience shall be permitted in any manner
whatsoever.
Note:
a) Self-certified copies of supporting documents and certifications from concerned Authority to
be provided, failing which undertakings against each of the selection parameters will have to
be submitted by the Bidder.
b) Self-attested copies of requisite documents towards proof of experience is mandatory to
consider an experience for evaluation. All the self-certified documents considered while
evaluating the eligibility criteria and qualification criteria will have to be submitted along
with the Bid. Also, the Bidders will have to submit the soft copy of all the self-certified
documents and undertakings in a CD.
c) In-case of international experience, certificate issued by a relevant competent Authority shall
be have to be submitted by the bidder.
3.3.2 Financial information for purposes of evaluation

(i) The Bid must be accompanied by the Audited Annual Reports of the Bidder (of each
Member in case of a Consortium) for the last 5 (five) financial years, preceding the year
in which the Bid is made.
(ii) In case the annual accounts for the latest financial year, are not audited and therefore the
Bidder cannot make it available, the Bidder shall give an undertaking to this effect and
the statutory auditor shall certify the same. In such a case, the Bidder shall provide the
Audited Annual Reports for 5 (five) years preceding the year for which the Audited
Annual Report is not being provided.
(iii) The Bidder must establish the minimum Net Worth specified in the data sheet in
accordance with clause 2.1.2 (B), and provide details as per format at Form B4.

3.3.3 Short-listing of Bidders
(i) The credentials of eligible Bidders shall be measured in terms of their Experience Score. The
sum total of the Experience Scores for all Eligible Projects shall be the ‘Aggregate
Experience Score’ of a particular Bidder. In case of a Consortium, the Aggregate Experience
Score of each of its Members, who have an equity share of at least 26% in such Consortium,
shall be summed up for arriving at the combined Aggregate Experience Score of the
Consortium.
(ii) The Bidders shall then be ranked on the basis of their respective Aggregate Experience
Scores and short-listed for submission of Bids. The Authority expects to short-list upto 6
(six) Bidders for further opening and evaluation of financial bids. The Authority, however,
reserves the right to increase the number of short-listed bidders upto seven numbers, by
adding additional bidder to the list.
(iii) Provided that the experience scoring will be undertaken only if the eligible bidders are more
than six/ seven in number or else, all the six/seven eligible bidders shall be treated shortlisted
for further evaluation, without need for undertaking experience scoring.
3.4 Third and Final Step: Evaluation of Financial Proposal
a) Envelope C (Financial Proposals) of those bids that are short-listed as above in

the Technical Proposal shall only be considered for evaluation of financial
proposal.
b) The financial proposals shall be checked for substantial compliance. If the
submission is in substantial compliance with the Financial Proposal requirements,
then, the review and evaluation of the same would be undertaken. If the
submission does not satisfy the criteria, the submission will be summarily rejected
and such firm will be eliminated from further evaluation process.
c) Requirements for Substantial Compliance: Prior to the detailed evaluation of the
Finance Proposal, it would be determined whether each Price Proposal:
i. Has been properly signed and contains the required representations or
commitments;
ii. Is presented in a manner that conforms with the requirements of the RFP
including the specified format;
d) Material Deviation: A material deviation or reservation is one
i. Which affects in any substantial way, the requirements of the RFP and
performance of the Project; or
ii. Which is substantially inconsistent with the requirements of the RFP.
iii. Whose rectification would affect unfairly the competitive provision of
other competing firms presenting substantially responsive proposals.

3.4.1 Financial Proposal Evaluation:
The financial proposal that has the highest revenue share for the base year quoted in
absolute amount (among all the financial proposals opened) shall be marked as H1.
The remaining price quotes shall be marked as H2, H3, H4, etc. in the descending
order of quoted revenue share.
3.4.2 Correction of Errors

a. Bids determined to be substantially responsive will be checked for any arithmetic
errors. Wherever there is discrepancy between the amounts in figures and in words,
amount in words will be considered; and
b. The corrections made by APCRDA/ Committee, as explained above, shall be
considered as binding upon the Bidder.
c. If the Bidder does not accept the corrections in the Bid, the Bid may be summarily
rejected and Bid Security may be forfeited.
3.5 Criteria for Selection of Winning Bidder/ Preferred Bidder
The Winning Bidder is the one that submitted the bid with highest revenue share for the base
year in absolute amounts (H1) as part of its financial proposal:
a) In the event of tie between the two bidders, APCRDA may call those bidders
(limited to only such bidders) for negotiation or resubmission of the financial
proposal. In such a case, bidder that offers the highest price quote will be the
selected/ preferred bidder.
b) In the event that the highest Bidder i.e. the Bidder quoting the highest ADP
(H1) defaults in compliance with the terms & conditions of the RFP or
withdraws from the Bidding Process or is not selected for any reason or having
being issued the LOI, fails to execute the Concession Agreement, as the case
maybe, in the first instance (the “first round of bidding”), the Authority shall
invite the Second Highest Bidder (H2) to revalidate or extend its Bid Security,
as necessary, invite to match the Proposal of the aforesaid highest Bidder (the
“second round of bidding”). If in the second round of bidding, the Second
Highest Bidder matches the highest Bidder (i.e. the Bidder who quoted the
highest ADP in the first round of bidding), it shall be the Preferred Bidder.
c) In the event that the Second Highest Bidder does not offer to match the quote
of highest Bidder;, in the second round of bidding as specified in Clause 3.5
(b), the Authority may, in its discretion, annul the Bidding Process.

d) In case of Consortium, if Lead Member of the Winning Bidder fails to enter

into Agreement, then the Winning Bidder shall be disqualified and Second
highest scoring bidder shall be considered as Winning Bidder and further
thereof.
3.6 Issue of Letter of Acceptance of the Bid
After selection of the Winning Bidder, a Letter of Acceptance (the “LoA”) shall be issued, in
duplicate, by the Authority to the Winning Bidder and the Winning Bidder shall, within 07
(seven) days of the receipt of the LoA, sign and return the duplicate copy of the LoA as a token
of acceptance. In the event the duplicate copy of the LoA duly signed by the Winning Bidder is
not received by the stipulated date, the Authority may, unless it consents to extension of time for
submission thereof, appropriate invoke and forfeit the Bid Security of such Bidder as damages
on account of failure of the Winning Bidder to acknowledge the LoA, and the second highest
scoring Bidder may be considered as the Winning Bidder for issue of fresh LoA.
3.7 LOA conditions to be fulfilled by Preferred Bidder
The preferred Bidder need to fulfil the following LoA conditions that are preconditions for
signing of concession and lease agreements:
(i) Bank Guarantee for an amount and validity as specified in the data sheet towards
Performance Guarantee.
(ii) Payment of advance land lease towards first instalment for the Base Year as specified in
data sheet.
(iii) Incorporation of Special Purpose Vehicle (SPV) with shareholding as specified in the
data sheet in terms with the RFP.
Note: If the Preferred Bidder fails to fulfill any of the above conditions within the stipulated
period, APCRDA shall have absolute right to cancel the LOA issued and forfeit the Bid Security
of the Preferred Bidder and consider the offer of the second highest Bidder (H2). The decision of
APCRDA in this regard is final and binding.
3.8 Payment of Annual Land Lease
In consideration of the Lease of the project Site and the rights appurtenant thereto in
favour of the Concessionaire, the Concessionaire shall, effective from the date of signing
of Land Lease Agreement and during the Concession Period, shall pay Land Lease
Rentals to APCRDA amount as specified in the data sheet in accordance with the

provisions of APCRDA Act. Applicable taxes, if any on the above shall also be paid by
the Concessionaire. These Annual Lease Rentals shall be paid in advance basis annually.
3.9 Penalty For Delayed Payments
If the Concessionaire fails to make the lease rental payments on advance basis and yearly
enhancement of advance lease rentals within the stipulated period, a penalty @ 18% per
annum on the outstanding amounts would be effective from the 1st of the due month of
the year in which the payment is due. APCRDA further reserves the right to forfeit the
performance guarantee paid by the Concessionaire. APCRDA shall terminate the
agreement with the Concessionaire for failure to make the lease payments, as per the
terms of Agreement.
3.10 Payment Of Annual Development Premium (ADP)/ Revenue Share
i. Effective from end of 2nd year (start of 3rd year) of commercial operations of Phase 1
MDOs and during the concession period, the Concessionaire shall pay to the
APCRDA, a percentage (%) of the Annual Gross Revenue or the ADP (Minimum
Guaranteed Amount) as quoted in the financial proposal with five percent annual
increment every year, whichever is higher.
ii. The Concessionaire shall pay the above mentioned ADP (minimum guaranteed
amount) on Annual basis (with 5% increment every year), within 30 days from the
completion of the respective Financial Year. If the Annual revenue share as
percentage (as detailed below) of Annual Gross Revenue is higher than the minimum
ADP amount, the Bidder shall pay the difference within 30 days from the date of
approval of Annual Accounts by the SPC board.
Years Annual Gross Revenue (%)
From start of 3rd year of COD or 4th year of concession 3%
date, whichever is earlier to 10th year of concession
date
From 11th year of concession date to 20th year of 6%
concession date
From 21st year of concession date till end of concession 10%
period
3.11 Penalty For Delay Towards Payment Of Annual Development Premium (ADP)/
Revenue Share
In the event of delay or default in payment of ADP or Revenue Share to APCRDA

beyond the due date provided herein, the concessionaire shall be liable to pay penal
interest to the Grantor on the due amount at the rate of 18 % (Eighteen Percent) per
annum from and including the due date and excluding the date of payment.

PART II – DEVELOPMENT CONTROLS AND SPECIFICATIONS

PART II: DEVELOPMENT CONTROLS AND SPECIFICATIONS
4 DEVELOPMENT BRIEF
The responsibility of the Concessionaire/ Developer shall include all activities that are
required to be undertaken, in order to confirm to the Minimum Development Obligations
in accordance with Applicable Development Controls and Environmental Regulations.
The project facilities shall need to be planned, designed and developed in accordance
with the applicable Development Controls, Technical Specifications, Environmental
Regulations in addition to the State of the Art Maintenance and Performance Standards.
“The Marina facility shall be constructed and operated and maintained as per Australian
standards AS 3962 – 2001, British Standards 6349 or any other equivalent
internationally accepted standard.”
The developer shall undertake temporary development only. As a prerequisite, the

developer shall also undertake feasibility study for water sport operations and safety
aspects with the assistance of (i) National Institute of Water Sports (NIWS), Ministry of
Tourism, GoI or (ii) the Yachting association of India(YAI) Under Ministry of Youth
affairs.
Table 1: Applicable Regulations/ Guidelines – Quick Reference

S.No. Description of Applicable Standards Remarks
Parameter
1. Construction, Australian standards AS 3962 – Any other applicable
operation and 2001, British Standards 6349 or any regulations/stipulations,
maintenance of other equivalent internationally of any other statutory
Marina accepted standard authorities.
2. Development Amaravati Notified Master Plan and Any other applicable
Controls and amendments from time to time. regulations/stipulations,
regulations Clearance/ approvals from of any other statutory
Irrigation Dept., as may be required authorities applicable in
Amaravati jurisdiction.
3. Spatial planning and Urban Development Plans Any other applicable
architectural design Formulation & Implementation regulations/stipulations,
guidelines guidelines (URDPFI) and Time of any other statutory
Saver Standards. authorities.
4. Facilities for Persons Persons with Disabilities Act, 2010 Any other applicable
with Different with subsequent amendments and regulations/stipulations,
Abilities (Differently ‘UN Convention for Rights of of any other statutory
Abled Persons) Persons with Disabilities authorities.
(UNCRPD).
5. Safety Norms For National Institute of Water Sports To be Inspected and

Water Sports (NIWS), Ministry of Tourism, GoI Certified by National
or the Yachting association of Institute of Water Sports

S.No. Description of Applicable Standards Remarks

Parameter
India(YAI) Under Ministry of (NIWS) or the Yachting
Youth affairs association of
India(YAI) Under
Ministry of Youth
affairs periodically.
Any other applicable
regulations/stipulations,
of any other statutory
authorities.
6. Construction of National Building Council (NBC) Any other applicable
temporary structures, and other statutory regulations. regulations/stipulations,
utilities, of any other statutory
infrastructure authorities.
facilities, etc.
7. Fire Protection and National Fire Protection Authority Any other applicable
Detection Services. (NFPA) regulations. regulations/stipulations,
authorities.
8. Performance  ISO 13687-1 (Min. Any other applicable
Standards requirements for basic service regulations/stipulations,
level harbors) of any other statutory
 ISO 9001: 2015 (Quality authorities.
Management Systems)
 ISO 14001: 2015
(Environmental Management
Systems)
9. Hazardous Waste Hazardous and Other Wastes
Management (Management and Transboundary Any other applicable
Movement) Rules, 2016. regulations/stipulations,
authorities.
10. Other Statutory Statutory approvals from APCRDA,
approvals and Irrigation Department and other Any other applicable
clearances relevant approvals/ clearances from regulations/stipulations,
respective statutory bodies. of any other statutory
authorities.
4.1 DEVELOPMENT CONTROLS
All the Applicable Development Controls and Regulations for development of Amaravati
Marina in accordance with the notified Amaravati Master Plan and the amendments
thereof shall be adhered to by the developer.

The selected Developer shall also conform to National Building Code (NBC), Fire Safety
as per National Fire Protection Authority (NFPA) regulations and other applicable
stipulations and guidelines issued by any other statutory authorities.
Further, the developer shall, as a prerequisite, obtain approval from State Irrigation
Department and clearance from National Institute of Water Sports (NIWS) before
undertaking project implementation and operations.
4.2 MINIMUM DEVELOPMENT OBLIGATIONS (MDOs)

The project, Amaravati Marina shall be developed in phases with the following project
facilities as Minimum Development Obligations (MDOs). MDOs are the mandatory
facilities of the Amaravati Marina Project, to be developed within the specified
timeframe and to be kept in active operations till the end of concession period as per
terms of RFP and agreement.
1. Marina with minimum sixty (60) berth Aluminum Alloy/Concrete Pontoon Marina
with wood or WPC or Concrete decking and pile guides
2. Training Centre with classrooms to provide certification in Sailing and Powerboating.
4. Procure and operate the following boats & safety equipment.
a. Power boats/ Pantoons of min. 14 ft. length – 10nos.,
d. Rescue & Safety boats as per international standards-2 nos. and other
safety & miscellaneous equipment
7. Electrical Supply and Battery Charging Facilities of adequate capacity on the Marina
10. Dry Stack Storage Facility (for Minimum 15 Boats)
11. Shower room, change room and toilet facilities for boat owners and visitors/ tourists
12. Sufficient Parking facilities for two and four wheelers as per applicable development
regulations
13. Landscaping, refreshment facilities with drinking water facility
14. Water treatment plant with water supply facility to boats on the Marina
15. Sewage Pump Out Facility of adequate capacity as per standards and project
requirements

PHASE 1 MDOs:
Phase 1 MDOs to be developed and operationalized within Twelve (12) months from date
of Concession and Land Lease deeds.
1. Marina with minimum Thirty Six (36) berths Aluminum Alloy/Concrete Pontoon Marina
with wood or WPC or Concrete decking and pile guides
2. Training centre with classrooms to provide certification in Sailing and Powerboating
4. Procure and operate the following boats & safety equipment.
a. Power boats/ Pantoons of min. 14 ft. length – 10nos.,
d. Rescue & Safety boats as per international standards-2 nos. and other safety &
6. Electrical Supply and Battery Charging Facilities of adequate capacity on the Marina
9. Shower room, change room and toilet facilities for boat owners and visitors/ tourists
10. Sufficient Parking facilities for two and four wheelers as per applicable development
regulations
11. Landscaping, refreshment facilities with drinking water facility
12. Water treatment plant with water supply facility to boats on the Marina
PHASE 2 MDOs:
Phases 2 MDOs to be developed and operationalized within twenty four months from date
of Concession and Land Lease deeds.
1. Expansion of marina with minimum Twenty Four (24) berths Aluminum Alloy/Concrete
Pontoon Marina with wood or WPC or Concrete decking and pile guides
4. Expansion of Parking facilities as per applicable development regulations
5. Sewage Pump Out Facility of adequate capacity as per standards and project
requirements
Other MDOs:
i. Minimum 20% of total berths or 12 nos. (whichever is higher) berths shall be kept open
for public/ visitors (other than boat owners/members) to provide them with water sports
and recreational facilities.
ii. Minimum 10% of total berths or 6 nos. (whichever is higher) berths shall be provided to
APCRDA/ Government/ Govt. Departments, free of charge for non-commercial
operations only, as and when required.

iii. Visitors/ public shall have right for free and uninterrupted access to cross the Krishna
River embankment through the Amaravati Marina project site and the developer shall
provide the same, free of cost, during the subsistence of concession period.
iv. The developer shall ensure that all statutory approvals, clearances are in place before
undertaking development of Amaravati Marina. In addition to the above, the developer
shall also ensure that the entire development is in strict compliance with
applicable/relevant statutory acts, rules, regulations, guidelines, legislations,
judgements, etc.
v. The selected developer shall not have right to collect any kind of fees, deposits, advances,
or any amounts in any form (other than loans/ debts from financial institutions, banks for
project development) from any individuals, persons, firms, entities, etc. in the name of
memberships, shares, etc. till COD of Phase 1 MDOs, subject to prior approval from
APCRDA/ Government.
a. However, in case APCRDA/ Government desires, upon written request from
APCRDA, concessionaire may be permitted to undertake training to local youth
in sailing/boating related activities and further concessionaire may be permitted
to collect corresponding user charges/ fees.
4.3 OPTIONAL FACILITIES
The developer, in addition to the minimum development obligations, may develop the following
marina ancillary facilities that will complement the Amaravati Marina, subject to obtaining
necessary statutory approvals. However, the optional facilities shall be eligible for commercial
operations only upon commercial operations MDOs.
1. Operations of Yacht Facilities

2. Hosting regional, national and international water sports/events
3. Fish Aquariums
4. Shore Fueling Facility
5. Water based fun activities
6. Recreational facilities such as Gymnasium, Sporting facilities, Fun activities
7. Restaurants and food courts
8. Living facilities for (upto 40 guest rooms)Tourists.
9. Any other operation and activity permitted for development and operation of marina will
be at sole discretion of developer, subject to necessary statutory approvals.
4.4 USER CHARGES
The developer is entitled for collecting the user charges for various project facilities of the
Amaravati Marina as per the prevailing market rates.

5 TECHNICAL SPECIFICATIONS
5.1 Aluminum Pontoon Marina : Aluminum Floating Dock Technical Parameters
Specification(mm) Freeboard(mm) Capacity(n/m)

4000*12000 500-650 1500N-2500N
Illustrative Images of Aluminum Alloy Floating Dock

5.2 Pontoon Power Boat : Illustrative Image
5.3 Optimist Sail Boat:

The Optimist is a small, single-handed sailing
dinghy intended for use by youth. It shall be
made of fibre glass. The Optimist is
recognised as an International Class by the
International Sailing Federation.
5.4 Laser Sailboat
The International Laser Class sailboat, is a popular one-design class of small sailing dinghy. The
design, by Bruce Kirby, emphasizes simplicity and performance. The dinghy is manufactured by
independent companies in different parts of the world, including Laser Performance Europe
(Americas and Europe), Performance Sailcraft Australia (Oceania) and Performance Sailcraft
Japan.

Laser Boat Specifications:
The laser's hull shall be made out of GRP, Glass

Reinforced Plastics. The deck has a foam layer underneath
for strength. The hull shall be 4.19 metres (13 ft 10.5 in)
long, with a waterline length of 3.81 m (12.5 ft). The hull
weight shall be 56.7 kg (130 lb), which makes the boat
light enough to lift onto a car-top rack.
The various sizes of Laser are all cat-rigged; in they have

only a main sail and no head sail. The Laser Standard sail
shall have a sail area of 7.06 m² (76 ft²) and, especially in higher winds (15 knots and over), is
most competitive when sailed by a very fit, agile, and muscular person weighing no less than 80
kg (175 lb).
5.5 OPERATIONS & MAINTENANCE
A. General Requirements
a. All the works shall be performed in a professional manner by experienced and well
trained, personnel, utilizing equipment of the latest and most efficient design.
b. The practices and procedures employed shall be according to the accepted industry
standards; installations and applications shall be made with technical expertise; all
vehicles and equipment will be operated both skillfully and safely within the project area.
c. To ensure that the work performance comply with the relevant Occupational Safety and
Health Act.
d. Training of the crew members to abide by the laws of the local waters and safe
Maneuvering of their vessels within the limits of the Marina.
e. The concessionaire shall arrange all labour, material consumables and equipment for the
performance of the marina operations at its own cost.
f. The contractor shall liaise with the APCRDA/ relevant Government departments for the
effective operations of Marina.

B. Maintenance
I. Cleaning
To undertake safe disposal of waste viz. chemical/hazardous waste disposal (Oils, etc) and
bio/non-biodegradable trash.
II. Planned Component Maintenance
a. Service Bollards: To check periodically for Corrosive coatings, electrical terminal ends
and safety of Splash proof power outlets.
b. Electrical Services: Cables to be checked for snagging and damage due to the flexible
nature of the Marina. Power supply to be checked monthly for surges and irregularities if
any.
c. Fresh Water Services: All Fresh water lines will be checked monthly for leaks and
snags. Inline pumps to be checked for regulated pressure.
d. Fire Hose Connections/Reel: Hoses will have to checked periodically for holes and
weathering. Water lines to be checked for excessive salt deposits and stagnation.
e. Sewage Pump Out: All lines to be flushed with an Environmentally Non-hazardous
Chemical once in every 3 months to assure no blockages in the line. Discharge reservoirs
to be cleared by contractors every week or in event of reaching the limit.
f. Illumination and Beacons: Indication Beacons will be checked regularly for light
source and shield Clarity.
g. Mooring Cleats: To be checked for fractures due to overloading and suitable location for
mooring.
h. Fasteners. All Pontoon and Gangway fasteners shall be checked periodically and
tightened to secure a long life for the Marina.
C. Pest Control
a. The Concessionaire shall inspect the Marina periodically for indications of pest
problems.
b. Upon confirmation of a specific problem requiring treatment, the Concessionaire
shall apply pesticides as needed and only in affected spots, whenever possible
using the least toxic, effective pesticide. No pesticide will be applied to Marina
designated areas without the express approval of APCRDA.
c. All applications of pesticides shall be performed during desired temperatures and
when wind drift is negligible.

d. The Concessionaire shall keep records on pests identified and treatment(s)

rendered for control.
e. Pesticide applications shall be made in accordance with the rules and regulations
governing use of pesticides in Andhra Pradesh.
D. Unplanned Maintenance
a. Damage Control: In event of damage caused due to climatic condition etc, a diagnostic
report shall be made up on inspection of the affected area.
i. Damaged areas shall be cornered off with safety barriers and the designated area shall
be closed off till such time that works are in progress.
ii. The Concessionaire shall be required to provide a schedule of works assuring a timely
completion.
iii. The Concessionaire shall carry out repairs on the designated area with minimal
disruption to every day operations of the Marina.
b. Weathering: in event of deterioration due to ageing similarly to the above (Damage Control) a
diagnostic report will be made up and necessary action including replacement shall be taken up.

6 LOCATION MAP OF THE PROPOSED PROJECT SITE

PART III – FORMATS FOR SUBMISSION OF BID

BIDDING FORMS
Enclosures of the Bid

Proforma for Test of Responsiveness
Envelope A

FORM A1: FORMAT FOR LETTER OF BID
[On the Letter Head of the Bidder (in case of Single Bidder) or Lead Member (in case of a
Consortium)]
Date:
The Commissioner
Andhra Pradesh Capital Region Development Authority
Lenin Centre, Governorpet,
Vijayawada – 520 002
Andhra Pradesh, India
Subject: Request for Proposal (RFP) for Development of Amaravati Marina on PPP Mode
at Amaravati, Andhra Pradesh- Letter of Bid
Dear Sir,
With reference to your RFP document dated ……….., I/we, having examined the RFP document
and understood its contents, hereby submit my/our Bid for the aforesaid project. The Bid is
unconditional and unqualified.
1. I/We are submitting my/our proposal for considering our bid for selection as
developer for development of Amaravati Marina on PPP Mode at Amaravati,
Andhra Pradesh
2. I/We procure to develop and operate the Amaravati Marina in accordance with the
MDOs duly satisfying all the applicable rules, regulations, bye-laws, acts of Central
and State Governments and APCRDA, within 24 (twenty-four) months date of
concession agreement, if awarded to us.
3. I/ We acknowledge that the Authority will be relying on the information provided in
the Bid and the documents accompanying such Bid for the aforesaid project, and we
certify that all information provided in the Bid and in all Forms is true and correct;
nothing has been omitted which renders such information misleading; and all
documents accompanying such Bid are true copies of their respective originals.
4. This statement is made for the express purpose of applying as a Bidder for the
aforesaid Project.
5. I/ We shall make available to the Authority any additional information it may find
necessary or require to supplement or authenticate the Bid.
6. I/ We acknowledge the right of the Authority to reject our Bid without assigning any
reason or otherwise and hereby waive, to the fullest extent permitted by applicable
law, our right to challenge the same on any account whatsoever.

7. I/ We certify that in the last three years, we/ any of the Consortium Members have
neither failed to perform on any contract, as evidenced by imposition of a penalty by
an arbitral or judicial authority or a judicial pronouncement or arbitration award, nor
been expelled from any project or contract by any public authority nor have had any
contract terminated by any public authority for breach on our part.
8. I/ We declare that:
(i) I/ We have examined and have no reservations to the RFP document,
including any corrigendum issued by the Authority;
(ii) I/We have not directly or indirectly or through an agent engaged or indulged
in any corrupt practice, fraudulent practice, coercive practice, undesirable
practice or restrictive practice, as defined in Section 9 of the RFP document,
in respect of any tender or request for proposal issued by or any agreement
entered into with the Authority or any other public sector enterprise or any
government, Central or State; and
(iii) I/ We hereby certify that we have taken steps to ensure that in conformity
with the provisions of Section 9 of the RFP document, no person acting for
us or on our behalf has engaged or will engage in any corrupt practice,
fraudulent practice, coercive practice, undesirable practice or restrictive
practice.
9. I/ We understand that you may cancel the Bidding Process at any time and that you
are neither bound to accept any Bid that you may receive nor to invite the Bidders to
Bid for the Project, without incurring any liability to the Bidders, in accordance with
Section 11 of the RFP document.
10. I/ We believe that we/ our Consortium satisfy(s) the Technical and Financial
Eligibility criteria and meet(s) all the requirements as specified in the RFP
document.
11. I/ We declare that we/ any Member of the Consortium are not a Member of a/ any
other Consortium applying for RFP.
12. I/ We certify that in regard to matters other than security and integrity of the country,
we/ any Member of the Consortium have not been convicted by a court or indicted
or adverse orders passed by a regulatory authority which could cast a doubt on our
ability to undertake the Project or which relates to a grave offence that outrages the
moral sense of the community.
13. I/ We further certify that in regard to matters relating to security and integrity of the
country, we/ any Member of the Consortium have not been charge-sheeted by any
agency of the Government or convicted by a court.
14. I/ We further certify that no investigation by a regulatory authority is pending either
against us/ any Member of the Consortium or against our CEO or any of our
directors/ managers/ employees.

15. I/We further certify that we/ any Member of the Consortium are not barred by the
Central Government or State Government or any entity controlled by it, from
participating in any project, and no bar subsists as on the date of Bid.
16. I/ We undertake that in case due to any change in facts or circumstances during the
Bidding Process, we are attracted by the provisions of disqualification in terms of the
provisions of this RFP, we shall intimate the Authority of the same immediately.
17. The Statement of Legal Capacity as per format provided at Form A9 of the RFP
document, and duly signed, is enclosed. The power of attorney for signing of Bid
and the power of attorney for Lead Member of Consortium, as per format provided
at Form A3 and A4 respectively of the RFP, are also enclosed.
18. I/ We hereby irrevocably waive any right or remedy which we may have at any stage
at law or howsoever otherwise arising to challenge or question any decision taken by
the Authority in connection with the selection of the Bidder, or in connection with
the selection/ Bidding Process itself, in respect of the above-mentioned Project and
the terms and implementation thereof.
19. I/ We agree and undertake to abide by all the terms and conditions of the RFP
document.
In witness, thereof, I/ we submit this Bid under and in accordance with the terms of the RFP
document.
Yours faithfully,
Date: (Signature, name and designation of the Authorized Signatory)
Place: Name and seal of the Bidder/ Lead Member

FORM A2 : FORMAT FOR BANK GUARANTEE FOR BID SECURITY
(not applicable if bid security is submitted as Demand Draft)
(Refer Sections 4.6 of the RFP Document)
B.G. No. Dated:
1. In consideration of you, ………………………..……, having its office at

………………, (hereinafter referred to as the “Authority”, which expression shall
unless it be repugnant to the subject or context thereof include its, successors and
assigns) having agreed to receive the Bid of …………………… (a company registered
under the Companies Act, 1956/ 2013 or a Society registered under the Societies
Registration Act, 1860 or a Trust under the Indian Trusts Act, 1882) and having its
registered office at ……………………… (and acting on behalf of its Consortium)
(hereinafter referred to as the “Bidder” which expression shall unless it be repugnant to
the subject or context thereof include its/their executors, administrators, successors and
assigns), for Development of Amaravati Marina on PPP mode at Amaravati, Andhra
Pradesh (hereinafter referred to as “the Project”) pursuant to the RFP Document dated
…………… issued in respect of the Project and other related documents including
without limitation the draft Agreement to Lease (hereinafter collectively referred to as
“Bidding Documents”), we (Name of the Bank) having our registered office at
……………………… and one of its branches at …………………….. (hereinafter
referred to as the “Bank”), at the request of the Bidder, do hereby in terms of Section 4.5
of the RFP Document, irrevocably, unconditionally and without reservation guarantee
the due and faithful fulfilment and compliance of the terms and conditions of the
Bidding Documents (including the RFP Document) by the said Bidder and
unconditionally and irrevocably undertake to pay forthwith to the Authority an amount
of Rs. …………. (Rupees ……………………….. only) (hereinafter referred to as the
“Guarantee”) as our primary obligation without any demur, reservation, recourse,
contest or protest and without reference to the Bidder if the Bidder shall fail to fulfil or
comply with all or any of the terms and conditions contained in the said Bidding
Documents.
2. Any such written demand made by the Authority stating that the Bidder is in default of

the due and faithful fulfilment and compliance with the terms and conditions contained
in the Tender Documents shall be final, conclusive and binding on the Bank.
3. We, the Bank, do hereby unconditionally undertake to pay the amounts due and payable
under this Guarantee without any demur, reservation, recourse, contest or protest and
without any reference to the Bidder or any other person and irrespective of whether the
claim of the Authority is disputed by the Bidder or not, merely on the first demand from
the Authority stating that the amount claimed is due to the Authority by reason of failure
of the Bidder to fulfil and comply with the terms and conditions contained in the Tender
Documents including failure of the said Bidder to keep its Bid open during the Bid
Validity Period as set forth in the said Tender Documents for any reason whatsoever.
Any such demand made on the Bank shall be conclusive as regards amount due and
payable by the Bank under this Guarantee. However, our liability under this Guarantee
shall be restricted to an amount not exceeding Rs. ………… (Rupees
…………………………. only).
4. This Guarantee shall be irrevocable and remain in full force for a period of 180 (one
hundred and eighty) days from the Bid Due Date inclusive of a claim period of 60
(sixty) days or for such extended period as may be mutually agreed between the
Authority and the Bidder, and agreed to by the Bank, and shall continue to be
enforceable till all amounts under this Guarantee have been paid.
5. We, the Bank, further agree that the Authority shall be the sole judge to decide as to
whether the Bidder is in default of due and faithful fulfilment and compliance with the
terms and conditions contained in the Tender Documents including, inter alia, the failure
of the Bidder to keep its Bid open during the Bid Validity Period set forth in the said
Tender Documents, and the decision of the Authority that the Bidder is in default as
aforesaid shall be final and binding on us, notwithstanding any differences between the
Authority and the Bidder or any dispute pending before any Court, Tribunal, Arbitrator
or any other authority.
6. The Guarantee shall not be affected by any change in the constitution or winding up of
the Bidder or the Bank or any absorption, merger or amalgamation of the Bidder or the
Bank with any other person.
7. In order to give full effect to this Guarantee, the Authority shall be entitled to treat the
Bank as the principal debtor. The Authority shall have the fullest liberty without

affecting in any way the liability of the Bank under this Guarantee from time to time to
vary any of the terms and conditions contained in the said Tender Documents or to
extend time for submission of the Bids or the Bid Validity Period or the period for
conveying acceptance of Letter of Acceptance by the Bidder or the period for fulfilment
and compliance with all or any of the terms and conditions contained in the said Tender
Documents by the said Bidder or to postpone for any time and from time to time any of
the powers exercisable by it against the said Bidder and either to enforce or forbear from
enforcing any of the terms and conditions contained in the said Tender Documents or
the securities available to the Authority, and the Bank shall not be released from its
liability under these presents by any exercise by the Authority of the liberty with
reference to the matters aforesaid or by reason of time being given to the said Bidder or
any other forbearance, act or omission on the part of the Authority or any indulgence by
the Authority to the said Bidder or by any change in the constitution of the Authority or
its absorption, merger or amalgamation with any other person or any other matter or
thing whatsoever which under the law relating to sureties would but for this provision
have the effect of releasing the Bank from its such liability.
8. Any notice by way of request, demand or otherwise hereunder shall be sufficiently

given or made if addressed to the Bank and sent by courier or by registered mail to the
Bank at the address set forth herein.
9. We undertake to make the payment on receipt of your notice of claim on us addressed to

[name of Bank along with branch address] and delivered at our above branch which
shall be deemed to have been duly authorized to receive the said notice of claim.
10. It shall not be necessary for the Authority to proceed against the said Bidder before
proceeding against the Bank and the guarantee herein contained shall be enforceable
against the Bank, notwithstanding any other security which the Authority may have
obtained from the said Bidder or any other person and which shall, at the time when
proceedings are taken against the Bank hereunder, be outstanding or unrealized.
11. We, the Bank, further undertake not to revoke this Guarantee during its currency except
with the previous express consent of the Authority in writing.
12. The Bank declares that it has power to issue this Guarantee and discharge the
obligations contemplated herein, the undersigned is duly authorized and has full power
to execute this Guarantee for and on behalf of the Bank.

13. For the avoidance of doubt, the Bank’s liability under this Guarantee shall be restricted
to Rs. ……… crore (Rupees ……………….......... crore only). The Bank shall be liable
to pay the said amount or any part thereof only if the Authority serves a written claim on
the Bank in accordance with paragraph 9 hereof, on or before [……. (indicate date as
per the terms of the RFP)].
Signed and Delivered by ………………………. Bank
By the hand of Mr. /Ms …………………….., its ………………….. and authorised official.
(Signature of the Authorised Signatory)
(Official Seal)

FORM A3: FORMAT FOR POWER OF ATTORNEY FOR SIGNING BID
(On a Stamp Paper of relevant value)
POWER OF ATTORNEY
Know all men by these presents, We…………………………………………….. (name of the

firm and address of the registered office) do hereby irrevocably constitute, nominate, appoint and
authorise Mr/ Ms (name), …………………… son/daughter/wife of
……………………………… and presently residing at …………………., who is presently
employed with us/ the Lead Member of our Consortium and holding the position of
……………………………. , as our true and lawful attorney (hereinafter referred to as the
“Attorney”) to do in our name and on our behalf, all such acts, deeds and things as are necessary
or required in connection with or incidental to submission of our bid for Development of
Amaravati Marina on PPP mode at Amaravati, Andhra Pradesh including but not limited to
signing and submission of all bids and other documents and writings, participate in Pre-Bids and
other conferences and providing information/ responses to the Authority, representing us in all
matters before the Authority, signing and execution of all contracts including Concession and
Lease Agreements and undertakings consequent to acceptance of our bid, and generally dealing
with the Authority in all matters in connection with or relating to or arising out of our bid for the
said Project and/ or upon award thereof to us and/or till the entering into the Concession and
Lease Agreements .
AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and
things done or caused to be done by our said Attorney pursuant to and in exercise of the powers
conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney
in exercise of the powers hereby conferred shall and shall always be deemed to have been done
by us.

IN WITNESS WHEREOF WE, …………………………., THE ABOVE NAMED PRINCIPAL

HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS ……… DAY OF ………….
2…..
For
…………………………..
(Signature, name, designation and address)
Witnesses:
1.
(Notarised)
2.
Notes:
■ To be executed by the sole Bidder or the Lead Member in case of a Consortium as the case
may be.
■ The mode of execution of the Power of Attorney should be in accordance with the
procedure, if any, laid down by the applicable law and the charter documents of the
executant (s) and when it is so required the same should be under common seal affixed in
accordance with the required procedure.
■ Wherever required, the Bid should submit for verification the extract of the charter
documents and documents such as a board or shareholders’ resolution/ power of attorney in
favor of the person executing this Power of Attorney for the delegation of power hereunder
on behalf of the Bid.
■ For a Power of Attorney executed and issued overseas, the document will also have to be
legalized by the Indian Embassy and notarized in the jurisdiction where the Power of
Attorney is being issued. However, the Power of Attorney provided by Bidders from
countries that have signed the Hague Legislation Convention 1961 are not required to be
legalized by the Indian Embassy if it carries a conforming Apostille certificate.

FORM A4: FORMAT FOR POWER OF ATTORNEY FOR LEAD MEMBER OF

CONSORTIUM
(On a Stamp Paper of relevant value)
POWER OF ATTORNEY
Whereas the ……………………………….. (“the Authority”) has invited bids from interested
parties for the ……………………………. Project (the “Project”).
Whereas, …………………….., …………………….., …………………….. and

…………………….. (collectively the “Consortium”) being Members of the Consortium are
interested in bidding for the Project in accordance with the terms and conditions of the Request
for Proposal (RFP) and other connected documents in respect of the Project, and
Whereas, it is necessary for the Members of the Consortium to designate one of them as the Lead
Member with all necessary power and authority to do for and on behalf of the Consortium, all
acts, deeds and things as may be necessary in connection with the Consortium’s bid for the
Project and its execution.
NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS
We, M/s /Mr./Mrs. …………………….. having our registered office (postal address in case of
Individual as consortium member) at …………………….., M/s /Mr./Mrs.. ……………………..
having our registered office (postal address in case of Individual as consortium member) at
…………………….., M/s /Mr./Mrs. …………………….. having our registered office (postal
address in case of Individual as consortium member) at …………………….., and M/s
/Mr./Mrs.…………………….. having our registered office (postal address in case of Individual
as consortium member) at …………………….., (hereinafter collectively referred to as the
“Principals”) do hereby irrevocably designate, nominate, constitute, appoint and authorize M/S/
Mr./Mrs. …………………….. having its registered office (postal address in case of Individual
as lead member) at …………………….., being one of the Members of the Consortium, as the
Lead Member and true and lawful attorney of the Consortium (hereinafter referred to as the
“Attorney”). We hereby irrevocably authorize the Attorney (with power to sub-delegate) to
conduct all business for and on behalf of the Consortium and any one of us during the bidding
process and, in the event the Consortium is awarded the contract, during the execution of the

Project and in this regard, to do on our behalf and on behalf of the Consortium, all or any of such
acts, deeds or things as are necessary or required or incidental to the submission of its bid for
Development of Amaravati Marina on PPP mode at Amaravati, Andhra Pradesh, including but
not limited to signing and submission of all bids and other documents and writings, accept the
Letter of Acceptance, participate in bidders’ and other conferences, respond to queries, submit
information/ documents, sign and execute contracts and undertakings consequent to acceptance
of the bid of the Consortium and generally to represent the Consortium in all its dealings with the
Authority, and/ or any other Government Agency or any person, in all matters in connection with
or relating to or arising out of the Consortium’s bid for the Project and/ or upon award thereof till
the Concession and Lease Agreements are entered into with the Authority.
AND hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and
things done or caused to be done by our said Attorney pursuant to and in exercise of the powers
conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney
in exercise of the powers hereby conferred shall and shall always be deemed to have been done
by us/ Consortium.
IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED

THIS POWER OF ATTORNEY ON THIS …………………. DAY OF ……….
IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED

THIS POWER OF ATTORNEY ON THIS …………………. DAY OF ……….
For ……………………..
(Signature)
……………………..
(Name & Title)
For ……………………..
(Signature)
……………………..
(Name & Title)
For ……………………..

(Signature)
……………………..
(Name & Title)
Witnesses:
1.
2.
………………………………………
(Executants)
(To be executed by all the Members of the Consortium)
Note:
 The mode of execution of the Power of Attorney should be in accordance with the
procedure, if any, laid down by the applicable law and the charter documents of the
executant(s) and when it is so required the same should be under common seal affixed in
accordance with the required procedure.
 Also, wherever required, the Bidder should submit for verification of the extract of the
charter documents and documents such as a board or shareholders’ resolution/ power of
attorney in favor of the person executing this Power of Attorney for the delegation of
power hereunder on behalf of the Bidder.
 For a Power of Attorney executed and issued overseas, the document will also have to be
legalized by the Indian Embassy and notarized in the jurisdiction where the Power of
Attorney is being issued. However, the Power of Attorney provided by Bidders from
countries that have signed the Hague Legislation Convention 1961 are not required to be
legalized by the Indian Embassy if it carries a conforming Apostille certificate.

FORM A5: FORMAT FOR JOINT BIDDING AGREEMENT
(To be executed on Stamp paper of appropriate value)
THIS JOINT BIDDING AGREEMENT is entered into on this the ………… day of …………
20…
AMONGST
1. M/s………… Limited, a company incorporated under the Companies Act, 1956/2013 or

a Society registered under the Societies Registration Act, 1860 or a Trust registered
under the Indian Trusts Act, 1882 or Mr./Mrs ……………… and having its registered
office at ………… (Hereinafter referred to as the “First Part” which expression shall,
unless repugnant to the context include its successors and permitted assigns)
AND
2. M/s………… Limited, a company incorporated under the Companies Act, 1956/2013 or

a Society registered under the Societies Registration Act, 1860 or a Trust registered under
the Indian Trusts Act, 1882 or Mr./Mrs ……………… and having its registered office at
………… (hereinafter referred to as the “Second Part” which expression shall, unless
repugnant to the context include its successors and permitted assigns)
AND
3. {M/s………… Limited, a company incorporated under the Companies Act, 1956/2013 or

a Society registered under the Societies Registration Act, 1860 or a Trust registered under
the Indian Trusts Act, 1882 or Mr./Mrs ……………… and having its registered office at
………… (hereinafter referred to as the “Third Part” which expression shall, unless
repugnant to the context include its successors and permitted assigns)}
AND
4. {………… Limited, a company incorporated under the Companies Act, 1956/2013 or a Society
registered under the Societies Registration Act, 1860 or a Trust registered under the Indian
Trusts Act, 1882 or Mr./Mrs ……………… and having its registered office (postal address in case of
individual) at ………… (Hereinafter referred to as the “Fourth Part” which expression shall, unless

AND
5. {………… Limited, a company incorporated under the Companies Act, 1956/2013 or a Society
registered under the Societies Registration Act, 1860 or a Trust registered under the Indian
Trusts Act, 1882 or Mr./Mrs ……………… and having its registered office (postal address in case of
individual) at ………… (Hereinafter referred to as the “Fifth Part” which expression shall, unless
The above mentioned parties of the FIRST, SECOND, THIRD, FOURTH, FIFTH PART are collectively
referred to as the “Parties” and each is individually referred to as a “Party”
WHEREAS,
(A) Andhra Pradesh Capital Region Development Authority (APCRDA), established under
the Andhra Pradesh Capital Region Development Authority Act, 2014, represented by its
Commissioner and having its principal offices at Lenin Center, Governorpet, Vijayawada
– 520 002, Andhra Pradesh, India (hereinafter referred to as the “Authority” which
expression shall, unless repugnant to the context or meaning thereof, include its
administrators, successors and assigns) has invited bids (the “Bids”) by its Request for
Proposal No. ………… dated ………… (the “RFP”) for Development of Amaravati
Marina on PPP mode at Amaravati, Andhra Pradesh
(B) The Parties are interested in jointly bidding for the Project as members of a Consortium
and in accordance with the terms and conditions of the RFP document and other bid
documents in respect of the Project, and
(C) It is a necessary condition under the RFP document that the members of the Consortium
shall enter into a Joint Bidding Agreement and furnish a copy thereof with the Bid.
NOW IT IS HEREBY AGREED as follows:
1. Definitions and Interpretations
In this Agreement, the capitalized terms shall, unless the context otherwise requires, have
the meaning ascribed thereto under the RFP.

2. Consortium
2.1 The Parties do hereby irrevocably constitute a consortium (the “Consortium”) for the
purposes of jointly participating in the Bidding Process for the Project.
2.2 The Parties hereby undertake to participate in the Bidding Process only through this
Consortium and not individually and/ or through any other consortium constituted for this
Project, either directly or indirectly.
3. Covenants
The Parties hereby undertake that in the event the Consortium is declared the Winning
Bidder, all the parties of the consortium will have to get into a legal Agreement and
formulate a Special Purpose Company (SPC) exclusively for the development and
operations of the subject Project within 30 days from the date of issue of LOA.
4. Role of the Parties
The Parties hereby undertake to perform the roles and responsibilities as described below:
■ Party of the First Part shall be the Lead member of the Consortium and
shall have the power of attorney from all Parties for conducting all
business for and on behalf of the Consortium during the Bidding Process;
■ Party of the Second Part shall be {the Member of the Consortium;}
■ Party of the Third Part shall be the {Member of the Consortium; and}
■ Party of the Fourth Part shall be the {Member of the Consortium; and}
5. Lock-in Period
5.1 The Parties undertake to adhere to the Lock-in Period as per the provisions of the RFP
document.
6. Shareholding in the SPV
6.1 The Parties agree that the proportion of shareholding among the Parties in the SPV shall
be as follows:

First Party:
Second Party:
{Third Party:}
{Fourth Party:}
6.2 The Parties undertake that a minimum of 26% (twenty six per cent) of the subscribed and
paid up equity share capital of the SPV shall, at all times till the second anniversary of the
date of commercial operation of the Project, be held by the Parties of the First, {Second
and Third} Part whose experience and Net Worth have been reckoned for the purposes
of qualification and short-listing of Bidders for the Project in terms of the RFP.
6.3 The Parties undertake that each of the Parties specified in Clause 6.2 above shall, at all
times between the commercial operation date of the Project and the second anniversary
thereof, hold subscribed and paid up equity share capital of SPV equivalent to at least 5%
(five per cent) of the Total Project Cost.
6.4 The Parties undertake that they shall collectively hold at least 51% (fifty one per cent) of
the subscribed and paid up equity share capital of the SPV at all times until the second
anniversary of the commercial operation date of the Project.
6.5 The Parties undertake that they shall comply with all equity lock-in requirements set forth
in the Concession Agreement.
7. Joint and Several Liability
The Parties do hereby undertake to be jointly and severally responsible for all obligations
and liabilities relating to the Project and in accordance with the terms of the RFP and the
Concession Agreement, till such time as the Financial Close for the Project is achieved
under and in accordance with the Concession Agreement.
8. Representation of the Parties
Each Party represents to the other Parties as of the date of this Agreement that:
■ Such Party is duly organized, validly existing and in good standing under
the laws of its incorporation and has all requisite power and authority to
enter into this Agreement;

■ The execution, delivery and performance by such Party of this Agreement

has been authorized by all necessary and appropriate corporate or
governmental action and a copy of the extract of the charter documents
and board resolution/ Power of Attorney in favor of the person executing
this Agreement for the delegation of owner and authority to execute this
Agreement on behalf of the Consortium Member is annexed to this
Agreement, and will not, to the best of its knowledge:
a. require any consent or approval not already obtained;
b. violate any Applicable Law presently in effect and having

applicability to it;
c. violate the memorandum and articles of association, by-laws or other

applicable organizational documents thereof;
d. violate any clearance, permit, concession, grant, license or other

governmental authorization, approval, judgment, order or decree or
any mortgage agreement, indenture or any other instrument to which
such Party is a party or by which such Party or any of its properties or
assets are bound or that is otherwise applicable to such Party; or
e. create or impose any liens, mortgages, pledges, claims, security

interests, charges or encumbrances or obligations to create a lien,
charge, pledge, security interest, encumbrances or mortgage in or on
the property of such Party, except for encumbrances that would not,
individually or in the aggregate, have a material adverse effect on the
financial condition or prospects or business of such Party so as to
prevent such Party from fulfilling its obligations under this
Agreement;
■ this Agreement is the legal and binding obligation of such Party,

enforceable in accordance with its terms against it; and
■ there is no litigation pending or, to the best of such Party's knowledge,

threatened to which it is a party that presently affects or which would
have a material adverse effect on the financial condition or prospects or
business of such Party in the fulfilment of its obligations under this
Agreement.

9. Termination
This Agreement shall be effective from the date hereof and shall continue in full force
and effect until the need to continue the Consortium in its present form, as per the
relevant provisions of the RFP or the Concession Agreement, in case the Project is
awarded to the Consortium. However, in case the Consortium does not get selected for
award of the Project, the Agreement will stand terminated upon return of the Bid Security
by the Authority to the Bidder.
10. Miscellaneous
10.1 This Joint Bidding Agreement shall be governed by laws of India.
10.2 The Parties acknowledge and accept that this Agreement shall not be amended by the
Parties without the prior written consent of the Authority.
IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND

DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.
SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED
For and on behalf of
LEAD MEMBER by: SECOND PART
(Signature) (Signature)
(Name) (Name)
(Designation) (Designation)
(Address) (Address)
SIGNED, SEALED AND DELIVERED

THIRD PART
(Signature)
(Name)
(Designation)
(Address)
In the presence of:

1. 2.

Notes:
1. The mode of the execution of the Joint Bidding Agreement should be in

accordance with the procedure, if any, laid down by the Applicable Law and the charter
documents of the executant(s) and when it is so required, the same should be under
common seal affixed in accordance with the required procedure.
2. Each Joint Bidding Agreement should attach a copy of the extract of the charter
documents and documents such as resolution / power of attorney in favour of the person
executing this Agreement for the delegation of power and authority to execute this
Agreement on behalf of the Consortium Member.
3. For a Joint Bidding Agreement executed and issued overseas, the document shall
be legalised by the Indian Embassy and notarized in the jurisdiction where the Power of
Attorney has been executed.

FORM A6: FORMAT FOR ANTI-COLLUSION CERTIFICATE
We hereby certify and confirm that in the preparation and submission of this Bid, we have not
acted in concert or in collusion with any other Bidder or other person(s) and also not done any
act, deed or thing which is or could be regarded as anti-competitive, restrictive or monopolistic
trade practice.
We further confirm that we have not offered nor will offer any illegal gratification in cash or
kind to any person or agency in connection with the instant Bid.
Dated this ______________ Day of ________________, 200_
Name of the Bidder
__________________________________
Signature of the Authorised Person
__________________________________
Name of the Authorised Person
Note:
 To be executed by all the Members in case of Consortium.

FORM A7: FORMAT FOR PROJECT UNDERTAKING
The Commissioner,
Andhra Pradesh Capital Region Development Authority,
Lenin Center, Governorpet, Vijayawada - 520002, A.P, India
Re: Request for Proposal (RFP) for Development of Amaravati Marina at Amaravati,
Andhra Pradesh
We have read and understood the Bid Document in respect of the captioned project provided to
us by APCRDA.
We hereby agree and undertake as under:
■ Notwithstanding any qualifications or conditions, whether implied or

otherwise, contained in our Bid we hereby represent and confirm that our
Bid is unqualified and unconditional in all respects.
■ We are not barred by APCRDA, Government of India, Government of

Andhra Pradesh, any state government, any Foreign Government or any
of their agencies from participating in similar projects.
Dated this ___________________ Day of _______________, 201_.
Name of the Bidder
_________________________________
Signature of the Authorised Person
_________________________________
Name of the Authorized Person
Note: To be signed by the Lead Member in case of a Consortium.

FORM A8: FORMAT FOR AFFIDAVIT
(Separate Affidavits are to be submitted by each member in case bidder is a Consortium)
(Affidavit should be executed on a Non Judicial stamp paper of Rs 100/- or such equivalent
document duly attested by Notary Public)
■ I, the undersigned, do hereby certify that all the statements made in the Bid are true and
correct
■ The undersigned also hereby certifies that neither our firm M/s……………. nor any of its
directors / constituent partners have abandoned any work in India and / abroad nor any
contract awarded to us
■ The undersigned hereby authorize(s) and request(s) any bank, person, firm or corporation to
furnish pertinent information deemed necessary as requested by APCRDA to verify this
statement or regarding my (our) competence and general reputation
■ The undersigned understands and agrees that further qualifying information may be
requested, and agrees to furnish any such information at the request of the APRCDA
Signed by an authorized officer of the firm
Designation of officer
Name of Firm
Date

FORM A9: FORMAT FOR STATEMENT OF LEGAL CAPACITY
(To be forwarded on the letterhead of the Bidder/ Lead Member of Consortium)
Ref. Date:
To,
…………………….
……………………..
……………………..
Dear Sir,
We hereby confirm that we/ our members in the Consortium (constitution of which has been
described in the Bid) satisfy the terms and conditions laid out in the RFP document.
We have agreed that …………………… (insert member’s name) will act as the Lead Member of
our consortium. We have agreed that ………………….. (insert individual’s name) will act as our
representative/ will act as the representative of the consortium on its behalf and has been duly
authorized to submit the RFP. Further, the authorized signatory is vested with requisite powers to
furnish such letter and authenticate the same.
Thanking you,
Yours faithfully,
(Signature, name and designation of the authorized signatory)
For and on behalf of…………………………….

Proforma for Technical Proposal (Eligibility & Experience Scoring)
Envelope B

GUIDELINES FOR PROVIDING INFORMATION RELATED TO TECHNICAL

ELIGIBILITY
■ The Statutory Auditor issuing the certification for Technical Eligibility of

the Bidder must hold a valid Certificate of Practice.
GUIDELINES FOR PROVIDING INFORMATION RELATED TO FINANCIAL

ELIGIBILITY
■ Instructions for calculation of Financial Eligibility:
– Net Worth shall mean (Subscribed and Paid-up Equity + Reserves) less
(Revaluation reserves + miscellaneous expenditure not written off +
reserves not available for distribution to equity shareholders).
– The Bidder shall provide audited Annual Reports as required under

this Bid Document. For a Consortium, audited Annual Reports of all
Members shall be provided.
– In case of Individuals/ Proprietorship Firms, Net Worth shall mean

“Individual’s/ Proprietor’s assets minus liabilities”. Assets of an
individual shall include all value of tangible assets, fixed income
assets, equity assets, cash and cash equivalents, etc. liabilities shall
include all commitments like loans, borrowings, debts, line of credit,
credit balances, etc.
– In case of a Consortium comprising of members with holdings in each

other, the cross holdings between the group companies comprising part
of the Consortium will be deducted for the purpose of Net Worth
calculations.

Form B1
PARTICULARS OF THE BIDDER
1 (a) Name
(b) Country of Incorporation
(c) Address of the corporate headquarters and its branch office (s), if any, in India
(d) Date of incorporation and / or commencement of business
2 Brief description of the Company including details of its main lines of business and
proposed roles and responsibilities in this Project.
3 Particulars of individual(s) who will serve as the point of contact/ communication for the
Bidder:
(a) Name:
(b) Designation:
(c) Company:
(d) Address:
(e) Telephone No:
(f) E-mail Address:
(g) Fax No:
4 Particulars of the Authorised Signatory of the Bidder:
(a) Name:
(b) Designation:
(c) Address:
(d) Telephone No.
(e) E-mail address:
(f) Fax No.

5 In case of Consortium:
■ The information above (1-4) should be provided for all the Members of
the Consortium
■ A copy of the Jt. Bidding Agreement as envisaged in Form A5 should be

attached to the Bid.
■ Information regarding role of each Member should be provided as per

table below
Sl. Name of Member Role of the Member Percentage of equity in the

No. Consortium
6 The following information shall also be provided for the Bidder, including each
Member of the Consortium:
Name of Bidder/ member of Consortium:
No. Criteria Yes No
1. Has the Bidder/ constituent of the Consortium

been barred by the Central/ State/ Foreign
Government, or any entity controlled by it, from
participating in any project?
2. If the answer to 1 is yes, does the bar subsist as

on the date of Bid?

No. Criteria Yes No
3. Has the Bidder/ constituent of the Consortium

paid liquidated damages of more than 5% of the
contract value in a contract due to delay or has
been penalised due to any other reason in relation
to execution of a contract, in the last three years?
7 A statement by the Bidder and each of the Members of its Consortium (where
applicable) disclosing material non-performance or contractual non-compliance in
past projects, contractual disputes and litigation/ arbitration in the recent past is
given below (Attach extra if necessary)

Form B2
TECHNICAL CAPACITY OF THE BIDDER (Refer clauses 2.1.2 (A) and 3.3 of RFP)
Bidder Member Project Cate- Experience£ Experience

type# Code¥ Score££
Code¥¥ gory$ (Equivalent Rs. crore)$$
Payments Payments Revenues

made/ made for appropriated
received for developme from
construction nt of Eligible
of Eligible Eligible Projects in
Projects in Projects in Categories 1
Categories 3 Categories and 2
and 4 1 and 2
(5) (6) (8)

(7)
(1) (2)
(3) (4)
Single a
entity
Bidder b
Consortium 1a
Member 1
1b
1c
1d
Consortium 2a
Member 2
2b

2c
2d
Consortium 3a
Member 3
3b
3c
3d
Consortium 4a
Member 4
4b
4c
4d
Aggregate Experience Score =
Reference:
@ Provide details of only those projects that have been undertaken by the Bidder under its own
name and/ or by an Associate specified in Clause 2.2 and/ or by a project company eligible
under Clause 3.3.1 (iii). In case of Categories 1 and 2, include only those projects, which have
an estimated capital cost exceeding the amount specified in Clause 3.3.1(iii) and for Categories
3 and 4, include only those projects where the payments made/received exceed the amount
specified in Clause 3.3.1(iv) In case the Bid Due Date falls within 3 (three) months of the close of
the latest financial year, refer to Clause 3.3.2.
#A Bidder consisting of a single entity should fill in details as per the row titled Single entity
Bidder and ignore the rows titled Consortium Member. In case of a Consortium, the row titled
Single entity Bidder may be ignored. In case credit is claimed for an Associate, necessary
evidence to establish the relationship of the Bidder with such Associate, in terms of Clause 2.2,
shall be provided.
¥Member Code shall indicate NA for Not Applicable in case of a single entity Bidder. For other
Members, the following abbreviations are suggested viz. LM means Lead Member, TM means
Technical Member, FM means Financial Member, OMM means Operation & Maintenance
Member, OM means Other Member.
¥¥Refer Form B3. Add more rows if necessary.

$ Refer Clause 3.3..

£Inthe case of Eligible Projects in Categories 1 and 2, the figures in columns 6 and 7 may be
added for computing the Experience Score of the respective projects. In the case of Categories 3
and 4, construction shall not include supply of goods or equipment except when such goods or
equipment form part of a turn-key construction contract/ EPC contract for the project. In no case
shall the cost of land be included while computing the Experience Score of an Eligible Project.
$$ For conversion of US Dollars to Rupees, the rate of conversion shall be Rupees [60 (sixty)] to
a US Dollar. In case of any other currency, the same shall first be converted to US Dollars as on
the date 60 (sixty) days prior to the Bid Due Date, and the amount so derived in US Dollars shall
be converted into Rupees at the aforesaid rate. The conversion rate of such currencies shall be
the daily representative exchange rates published by the International Monetary Fund for the
relevant date.
££Divide the amount in the Experience column by one crore and then multiply the result thereof
by the applicable factor set out in Table in clause 3.1 (factors for experience scoring) to arrive at
the Experience Score for each Eligible Project.

Form B3
DETAILS OF ELIGIBLE PROJECTS
Project Code: Member Code:

Item Refer Particulars of the Project
Instruction
(1) (2) (3)
Title & nature of the project
Category 5
Year-wise (a) payments received/ 6
made for construction, (b)
payments made for development
of PPP projects and/ or (c)
revenues appropriated
Entity for which the project was 7
constructed/ developed
Location
Project cost 8
Date of commencement of
project/ contract
Date of completion/ 9
commissioning
Equity shareholding 10
(with period during which equity
was held)
Whether credit is being taken for 15
the Eligible Experience of an
Associate (Yes/ No)
Instructions:
1. Bidders are expected to provide information in respect of each Eligible Project in this
Annex. The projects cited must comply with the eligibility criteria specified in the RFP,
as the case may be. Information provided in this section is intended to serve as a back up
for information provided in the Bid. Bidders should also refer to the Instructions below.
2. For a single entity Bidder, the Project Codes would be a, b, c, d etc. In case the Bidder is
a Consortium then for Member 1, the Project Codes would be 1a, 1b, 1c, 1d etc., for
Member 2 the Project Codes shall be 2a, 2b, 2c, 2d etc., and so on.
3. A separate sheet should be filled for each Eligible Project.
4. Member Code shall indicate NA for Not Applicable in case of a single entity Bidder. For
other Members, the following abbreviations are suggested viz. LM means Lead Member,
TM means Technical Member, FM means Financial Member, OMM means Operation &

Maintenance Member; and OM means Other Member. In case the Eligible Project relates
to an Associate of the Bidder or its Member, write “Associate” along with Member Code.
5. Refer to Clause 2.1.2 (A) of the RFP for category number.
6. The total payments received/ made and/or revenues appropriated for each Eligible Project
are to be stated in prescribed form of this RFP. The figures to be provided here should
indicate the break-up for the past 5 (five) financial years. Year 1 refers to the financial
year immediately preceding the Bid Due Date; Year 2 refers to the year before Year 1,
Year 3 refers to the year before Year 2, and so on. For Categories 1 and 2, expenditure on
development of the project and/or revenues appropriated, as the case may be, should be
provided, but only in respect of projects having an estimated capital cost exceeding the
amount specified in data sheet. In case of Categories 3 and 4, payments made/ received
only in respect of construction should be provided, but only if the amount paid/received
exceeds the minimum specified in data sheet. Payment for construction works should
only include capital expenditure, and should not include expenditure on repairs and
maintenance.
7. In case of projects in Categories 1 and 2, particulars such as name, address and contact
details of owner/ Authority/ Agency (i.e. concession grantor, counter party to PPA, etc.)
may be provided. In case of projects in Categories 3 and 4, similar particulars of the
client need to be provided.
8. Provide the estimated capital cost of the Eligible Project. Refer to Clause 3.3
9. For Categories 1 and 2, the date of commissioning of the project, upon completion,
should be indicated. In case of Categories 3 and 4, date of completion of construction
should be indicated. In the case of projects under construction, the likely date of
completion or commissioning, as the case may be, shall be indicated.
10. For Categories 1 and 2, the equity shareholding of the Bidder, in the company owning the
Eligible Project, held continuously during the period for which Eligible Experience is
claimed, needs to be given.
11. Experience for any activity relating to an Eligible Project shall not be claimed by two or
more Members of the Consortium. In other words, no double counting by a consortium in
respect of the same experience shall be permitted in any manner whatsoever.
12. Certificate from the Bidder’s statutory auditor$ or its respective clients must be furnished
as per formats below for each Eligible Project. In jurisdictions that do not have statutory
auditors, the auditors who audit the annual accounts of the Bidder/ Member/Associate
may provide the requisite certification.
13. If the Bidder is claiming experience under Categories 1 & 2£, it should provide a
certificate from the statutory auditor of the Bidder, or its Associate, in the format below:
$
In case duly certified audited annual financial statements containing the requisite details are provided, a separate
certification by statutory auditors would not be necessary.
£
Refer Clause 3.3.1 of the RFP.

C ERTIFICATE FROM THE S TATUTORY A UDITOR REGARDING PPP PROJECTS 
Based on its books of accounts and other published information authenticated by it, this is to
certify that …………………….. (name of the Bidder/Member/Associate) is/ was an equity
shareholder in ……………….. (title of the project company) and holds/ held Rs. ……… cr.
(Rupees ………………………….. crore) of equity (which constitutes ……..% € of the total paid
up and subscribed equity capital) of the project company from …………... (date) to
…………….. (date)¥. The project was/is likely to be commissioned on ……………. (date of
commissioning of the project).
We further certify that the total estimated capital cost of the project is Rs. ……… cr. (Rupees
…………………crore), of which Rs. ……… cr. (Rupees …………… crore) of capital
expenditure was incurred during the past five financial years as per year-wise details noted
below:
………………………
………………………
We also certify that the eligible annual revenues collected and appropriated by the aforesaid
project company in terms of Clauses 2.1.2 and 3.3.1 (iii) of the RFP during the past five financial
years were Rs. ……… cr. as per year-wise details noted below:
………………………
………………………
Name of the audit firm:
Seal of the audit firm: (Signature, name and designation
Date: of the authorised signatory)
 Provide Certificate as per this format only. Attach explanatory notes to the Certificate, if necessary. In jurisdictions
that do not have statutory auditors, the firm of auditors which audits the annual accounts of the Bidder or its
Associate may provide the certificates required under this RFP.
€ Refer instruction no. 10 in this form.
¥ In case the project is owned by the Bidder company, this language may be suitably modified to read: “It is certified
that …………….. (name of Bidder) constructed and/ or owned the ………….. (name of project) from ………………..
(date) to ………………… (date).”

14. If the Bidder is claiming experience under Category 3 & 4, it should provide a certificate from its
statutory auditors or the client in the format below:
Certificate from the Statutory Auditor/ Client regarding construction works
Based on its books of accounts and other published information authenticated by it, {this is to
certify that …………………….. (name of the Bidder/Member/Associate) was engaged by
……………….. (title of the project company) to execute ……………… (name of project) for
…………………. (nature of project)}. The construction of the project commenced on
………….. (date) and the project was/ is likely to be commissioned on …………… (date, if
any). It is certified that ……………. (name of the Bidder/ Member/ Associate) received/paid Rs.
……….. cr. (Rupees …………………………… crore) by way of payment for the aforesaid
construction works.
We further certify that the total estimated capital cost of the project is Rs. …… cr. (Rupees
…………………crore), of which the Bidder/Member/Associate received/paid Rs. ……… cr.
(Rupees ……………………… crore), in terms of Clauses 2.1.2 and 3.3.1 of the RFP, during the
past five financial years as per year-wise details noted below:
………………………
………………………
{It is further certified that the payments/ receipts indicated above are restricted to the share of
the Bidder who undertook these works as a partner or a member of joint venture/ consortium.}
Seal of the audit firm: (Signature, name and designation of the
Date: authorised signatory).
 Refer Clauses 3.3 of the RFP.

 Provide Certificate as per this format only. Attach explanatory notes to the Certificate, if necessary. In jurisdictions
that do not have statutory auditors, the firm of auditors which audits the annual accounts of the Bidder or its
Associate may provide the certificates required under this RFP.
 In case the Bidder owned the Eligible Project and engaged a contractor for undertaking the construction works, this
language may be modified to read: “this is to certify that …………… (name of Bidder/ Member/ Associate) held 26%
or more of the paid up and subscribed share capital in the……………. (name of Project company) when it
undertook construction of the ………………. (name of Project) through ………………… (name of the contractor).
 This certification should only be provided in case of jobs/ contracts, which are executed as part of a partnership/
joint venture/ consortium. The payments indicated in the certificate should be restricted to the share of Bidder in
such partnership/ joint venture/ consortium. This portion may be omitted if the contract did not involve a partnership/
joint venture/ consortium. In case where work is not executed by partnership/ joint venture/ consortium, this
paragraph may be deleted.

15. In the event that credit is being taken for the Eligible Experience of an Associate, as defined in
the data sheet, the Bidder should also provide a certificate in the format below:
Certificate from the Statutory Auditor/ Company Secretary regarding

Associate$
Based on the authenticated record of the Company, this is to certify that more than
50% (fifty per cent) of the subscribed and paid up voting equity of ………………
(name of the Bidder/ Consortium Member/ Associate) is held, directly or indirectly£,
by ……………….. (name of Associate/ Bidder/ Consortium Member). By virtue of
the aforesaid share-holding, the latter exercises control over the former, who is an
Associate in terms of the RFP.
A brief description of the said equity held, directly or indirectly, is given below:
{Describe the share-holding of the Bidder/ Consortium Member and the Associate.
In the event the Associate is under common control with the Bidder/ Consortium
Member, the relationship may be suitably described and similarly certified herein.}

Seal of the audit firm: (Signature, name and designation of
Date: the authorised signatory).
$ In the event that the Bidder/ Consortium Member exercises control over an Associate by
operation of law, this certificate may be suitably modified and copies of the relevant law may be
enclosed and referred to.
£ In the case of indirect share-holding, the intervening companies in the chain of ownership
should also be Associates i.e., the share-holding in each such company should be more than 50%
in order to establish that the chain of “control” is not broken.
16. It may be noted that in the absence of any detail in the above certificates, the information would
be considered inadequate and could lead to exclusion of the relevant project in computation of
Experience Score.

Form B4
Financial Capacity of the Bidder
(In Rs. crore$)
Bidder type Member Net Cash Accruals Net

$$ Code£ Worth££
Year Year Year Year Year Year
1 2 3 4 5 1
(1) (2) (3) (4) (5) (6) (7) (8)
Single entity
Bidder
Consortium
Member 1
Consortium
Member 2
Consortium
Member 3
Consortium
Member 4
TOTAL

Name & address of Bidder’s Bankers:

$For conversion of other currencies into rupees, see notes above in Form B2.
$$An Bidder consisting of a single entity should fill in details as per the row titled Single entity
Bidder and ignore the rows titled Consortium Members. In case of a Consortium, row titled
Single entity Bidder may be ignored.
£For Member Code, see instruction 4 at Form B3.
££The Bidder should provide details of its own Financial Capacity or of an Associate specified in
data sheet of RFP.
Form B4 Instructions:
1. The Bidder/ its constituent Consortium Members shall attach copies of the balance
sheets, financial statements and Annual Reports for 5 (five) years preceding the Bid Due
Date. The financial statements shall:
(a) reflect the financial situation of the Bidder or Consortium Members and its/ their
Associates where the Bidder is relying on its Associate’s financials;
(b) be audited by a statutory auditor;
(c) be complete, including all notes to the financial statements; and
(d) correspond to accounting periods already completed and audited (no statements
for partial periods shall be requested or accepted).
2. Net Cash Accruals shall mean Profit After Tax + Depreciation.
3. Net Worth shall mean (Subscribed and Paid-up Equity + Reserves) less (Revaluation
reserves + miscellaneous expenditure not written off + reserves not available for
distribution to equity shareholders).
 In case of Individuals/ Proprietorship Firms, Net Worth shall mean
“Individual’s/ Proprietor’s assets minus liabilities”. Assets of an individual
shall include all value of tangible assets, fixed income assets, equity
assets, cash and cash equivalents, etc. liabilities shall include all
commitments like loans, borrowings, debts, line of credit, credit balances,
etc.
4. Year 1 will be the latest completed financial year, preceding the bidding. Year 2 shall be
the year immediately preceding Year 1 and so on. In case the Bid Due Date falls within 3
(three) months of the close of the latest financial year.
5. In the case of a Consortium, a copy of the Jt. Bidding Agreement shall be submitted in
accordance with the RFP document.
6. The Bidder shall provide an Auditor’s Certificate specifying the Net Worth of the Bidder
and also specifying the methodology adopted for calculating such Net Worth in
accordance with the RFP document.

APPENDIX1
Guidelines of the Department of Disinvestment

(Refer Clause 1.2.1)
No. 6/4/2001-DD-II
Government of India
Department of Disinvestment
Block 14, CGO Complex
New Delhi.
Dated 13th July, 2001.
OFFICE MEMORANDUM
Sub: Guidelines for qualification of Bidders seeking to acquire stakes in Public Sector
Enterprises through the process of disinvestment
Government has examined the issue of framing comprehensive and transparent guidelines
defining the criteria for bidders interested in PSE-disinvestment so that the parties selected
through competitive bidding could inspire public confidence. Earlier, criteria like Net Worth,
experience etc. used to be prescribed. Based on experience and in consultation with concerned
departments, Government has decided to prescribe the following additional criteria for the
qualification/ disqualification of the parties seeking to acquire stakes in public sector enterprises
through disinvestment:
(a) In regard to matters other than the security and integrity of the country, any
conviction by a Court of Law or indictment/ adverse order by a regulatory authority
that casts a doubt on the ability of the bidder to manage the public sector unit when it
is disinvested, or which relates to a grave offence would constitute disqualification.
Grave offence is defined to be of such a nature that it outrages the moral sense of the
community. The decision in regard to the nature of the offence would be taken on
1 These guidelines may be modified or substituted by the Government from time to time.

case to case basis after considering the facts of the case and relevant legal principles,
by the Government of India.
(b) In regard to matters relating to the security and integrity of the country, any charge-
sheet by an agency of the Government/ conviction by a Court of Law for an offence
committed by the bidding party or by any sister concern of the bidding party would
result in disqualification. The decision in regard to the relationship between the sister
concerns would be taken, based on the relevant facts and after examining whether the
two concerns are substantially controlled by the same person/ persons.
(c) In both (a) and (b), disqualification shall continue for a period that Government
deems appropriate.
(d) Any entity, which is disqualified from participating in the disinvestment process,
would not be allowed to remain associated with it or get associated merely because it
has preferred an appeal against the order based on which it has been disqualified. The
mere pendency of appeal will have no effect on the disqualification.
(e) The disqualification criteria would come into effect immediately and would apply to
all bidders for various disinvestment transactions, which have not been completed as
yet.
(f) Before disqualifying a concern, a Show Cause Notice why it should not be
disqualified would be issued to it and it would be given an opportunity to explain its
position.
(g) Henceforth, these criteria will be prescribed in the advertisements seeking Expression
of Interest (EOI) from the interested parties. The interested parties would be required
to provide the information on the above criteria, along with their Expressions of
Interest (EOI). The bidders shall be required to provide with their EOI an undertaking
to the effect that no investigation by a regulatory authority is pending against them. In
case any investigation is pending against the concern or its sister concern or against
its CEO or any of its Directors/ Managers/ employees, full details of such
investigation including the name of the investigating agency, the charge/ offence for
which the investigation has been launched, name and designation of persons against
whom the investigation has been launched and other relevant information should be
disclosed, to the satisfaction of the Government. For other criteria also, a similar
undertaking shall be obtained along with EOI.
sd/-
(A.K. Tewari)
Under Secretary to the Government of India

Proforma for Financial Proposal
(Annual Development Premium in Rupees in Absolute Amount)
Envelope C

Form C1
Financial Bid
(On Bidder’s letter head)
(Date and Reference)
To,
The Commissioner,
APCRDA
Lenin Centre, Vijayawada
Dear Sir,
Subject: Selection of Developer for Development of Amaravati Marina in Amaravati on PPP

Mode – Submission of Financial Bid.
I/We ______________ (Bidder’s Name) hereby submit this financial bid (Annual Development
Premium) in absolute amount for base year – Minimum Guaranteed Amount payable to the
Authority every year with an annual increment of five percent year on year, till end of concession
period) for considering our bid for selecting our firm/ consortium as preferred bidder for
undertaking the subject project.
I/We, ........................................... (Bidder’s name) herewith quote Annual Development Premium

(ADP) of Rupees _____________________ in words (Rs. _______ in figures) for the base year
and if selected, agree to pay the quoted amount (minimum guaranteed amount) to the Authority in
terms with the RFP. We also agree to pay this quoted amount with an annual increment of five
percent (5%) every year, till the end of concession period.
Further, we also agree to pay every year, the difference between the ADP in absolute amount-
minimum guaranteed amount (as per our quote with annual increment) and the revenue share in
percentage terms of gross revenue (3% or 6% or 10% of gross revenue as applicable as per RFP),
in case the latter is found to be higher than our quoted amount with annual increment of 5% every
year, as per the audited financials of the project SPC.
I/We agree that this offer shall remain valid for a period not less than 180 (one hundred and eighty)
days from the Proposal Due Date or such further period as may be mutually agreed upon.
Yours faithfully,
(Signature, name and designation of the authorised signatory)
Note: The Financial Proposal is to be submitted strictly as per forms given in the RFP.

PART IV – DRAFT CONCESSION AGREEMENT

Part IV
DRAFT CONCESSION AGREEMENT
Between
Acting through its Commissioner
AND
_______....................(“Successful Bidder”)
AND
__________ (“Concessionaire”)
For
Development of Amaravati Marina on Public Private Partnership Mode in Amaravati

Capital City, Andhra Pradesh
of
on
Public Private Partnership (PPP) Basis
……………… 2018

(On Stamp Paper)
(DRAFT) CONCESSION AGREEMENT
This CONCESSION AGREEMENT made this__ [insert date] day of__________ [insert month]
2018 at the office of Andhra Pradesh Capital Region Development Authority (APCRDA),
Vijayawada, Andhra Pradesh, India
Between
Andhra Pradesh Capital Region Development Authority (APCRDA) acting through its
Commissioner, represented by Additional Commissioner, Mr.………………………… (hereinafter
referred to as “APCRDA”, which expression shall, unless repugnant to the context or
meaning thereof, mean and include its successors and assigns) of the ONE PART
AND
M/s ____________the “Successful Bidder” [Lead Partner] having Registered Office at

____________through its Director Mr. ____________ (hereinafter referred to as “Successful
Bidder”, which expression shall, unless repugnant to the context or meaning thereof, mean
and include its successors and assigns) of the SECOND PART
AND
M/s ______________________________ incorporated by the Successful Bidder as “Special

Purpose Vehicle” for undertaking the Project as stipulated in the RFP, having its registered
office at _____________, through its Director Mr. ____________ (herein after referred to as
“Concessionaire”), which expression shall unless repugnant to the context include the
successors and permitted assigns, of the THIRD PART.
WHEREAS
A. The APCRDA is responsible for Planning, Development, Co-ordination, Execution,

Supervision and for Promoting and Securing the Planned Development of the
Amaravati Capital Region and Amaravati Capital City Area for the State of Andhra
Pradesh.
B. APCRDA is desirous of developing Amaravati Marina in the area covered under its
jurisdiction through private participation on Design, Build, Finance, Operate,
Maintain and Transfer (DBFOT) basis.
C. APCRDA floated national tender and invited proposals through a competitive bid
process from eligible parties for implementing the Project. In response thereto,
APCRDA received proposals from several parties including the Successful Bidder for
implementing the Project.
D. Successful Bidder acknowledges that Bid was made in accordance with RFP including
Draft Concession Agreement published as part of Tender documents and further
agrees to abide by the terms and conditions of Tender Documents.

E. Pursuant thereto, after evaluating the aforesaid proposals and negotiations, APCRDA
accepted the proposal submitted by the Successful Bidder and issued Letter of
Acceptance No. ________ dated ---------to the Successful Bidder requesting the
Successful Bidder to execute the Concession Agreement duly fulfilling the LOA
conditions, which the Successful Bidder has acknowledged by its Letter No.
______________dated____________.
F. Successful Bidder ____________has incorporated M/s ________________ as Special
Purpose Company exclusively for undertaking the Project as stipulated in the RFP.
G. Successful Bidder ____________ has submitted the Bank Guarantee for a value of
Rs. 2 Crores with a validity of 3 years towards performance security in accordance
with RFP terms.
H. Successful Bidder hereby agrees to serve as guarantor towards the role and
responsibilities cast upon the Concessionaire under the Concession Agreement.
I. The Parties hereto are required to enter into the Concession Agreement, being these
presents, to record the terms, conditions and covenants of the Concession.
NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:-

ARTICLE 1: DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement, the following words and expressions shall, unless repugnant to the
context or meaning thereof, have the meaning hereinafter respectively ascribed to them
hereunder:
1. “Affected Party” shall mean the Party claiming to be affected by a Force Majeure Event
in accordance with Article 10.1.
2. “Agreement” shall mean this Agreement including Request for Proposal and includes
any amendments hereto made in accordance with the provisions hereof.
3. “Applicable Law” shall mean all laws in force and effect, as of the date hereof, and
which may be promulgated or brought into force and effect hereinafter in India
including judgments, decrees, injunctions, writs or orders of any court of record, as may
be in force and effect during the subsistence of this Agreement and applicable to the
Project/the Concessionaire as applicable in India.
4. “Applicable Permits” shall mean all clearances, permits, concessions, consents and
approvals required to be obtained or maintained by the Concessionaire under Applicable
Law, in connection with the Project during the subsistence of this Agreement.
5. “Appointed Date” shall mean the date of this Agreement.
6. “Arbitration Act” shall mean the Arbitration and Conciliation Act, 1996 and shall include
any amendment to or any re-enactment thereof as in force from time to time.
7. “Authorized Representative” means, in respect of a Party, any person designated

(whether by same or as the holder of a specified position or office) as such by such Party
by notice in writing given to the other Party including, in the case of a person designated
by name, a specimen signature of that person certified by the Party issuing the notice;
8. “Bid Security” shall mean security offered at the time of submission of Bid as defined in
the RFP as part of the bid documents.
9. "Change in Law" shall have the meaning ascribed thereto in Article 10.9.
10. “COD” or “Commercial Operations Date” shall mean the date on which APCRDA has
issued the Construction Completion Certificate for the Phase 1 of the Project Facilities
(Minimum Development Obligations under Phase 1) , in accordance with the provisions
of this Agreement.
11. “Completion Certificate” shall mean the certificate issued by APCRDA certifying, that:
i. The Concessionaire has set up the Project Facilities in accordance with the RFP and
Concession Agreement; and

ii. The Concessionaire has obtained all approvals necessary for commercial operations
of the Project Facilities.
12. “Concession” shall have the meaning ascribed thereto in Article 2 of this Agreement.
13. “Concession Area” means the project area offered to the concessionaire under this
concession and lease deed in accordance with the provisions of APCRDA Act for
undertaking project development and operations and maintenance during the
concession period.
14. “Concession Period” shall have the meaning ascribed thereto in Article 2.6
15. “Concessioning Authority” or “Contracting Authority” or “Grantor” or “APCRDA” or

“Authority” shall mean Andhra Pradesh Capital Region Development Authority.
16. “Consortium” shall mean and include the parties who submitted bid as consortium
17. Contractor/ Sub Contractor: Contractor or Sub Contractor shall mean any third party
involved in development/ implementation/ operations/ management/ maintenance of
any subject project facility, partly/ fully and shall include all contractors/ sub
contractors/ lessees/ sub-lessees/ licensees/ sub licensees under the subject project.
18. “Effective Date” means the date when the parties to this agreement have fulfilled the
conditions precedent with which this agreement will come into force from such date.;
19. “Emergency” shall mean a condition or situation that is likely to endanger the safety of
the individuals on or about the Project Facility including the safety of the users thereof
or which poses an immediate threat of material damage to the Project.
20. “Encumbrance” shall mean any encumbrance such as mortgage, charge, pledge, lien,
hypothecation, security interest, assignment, privilege or priority of any kind having the
effect of security or other such obligations and shall include without limitation any
designation of loss payees or beneficiaries or any similar arrangement under any
insurance policy pertaining to the Project, physical encumbrances, claims for any
amounts due on account of taxes, cesses, electricity, water and other utility charges and
encroachments on the Project Facility .
21. “Environmental Laws” means all Laws pertaining to the protection of natural resources,
the environment, the health and safety of the public, according to Environment
(Protection) Act, 1986, The Air (Prevention and Control of Pollution) Act, 1981, The
Water (Prevention and Control of Pollution) Act, 1974, and other related laws,
Guidelines and any other central, state or local law, regulation, rule, ordinance or order
from government for setting up Amaravati Marina.
22. “Financial Year” shall mean the period commencing from April 1 of any given year to
March 31 of the succeeding year.
23. “Force Majeure” or “Force Majeure Event” shall mean an act, event, condition or
occurrence as specified in Article 10.1.
24. “Good Industry Practice” shall mean the exercise of that degree of skill, diligence,
prudence and foresight in compliance with the undertakings and obligations under this

Agreement which would reasonably and ordinarily be expected of a skilled and an
experienced person engaged in the implementation, operation and maintenance or
supervision or monitoring thereof of any of them of a project similar to that of the
Project.
25. “Government Agency” shall mean Government of India and State Government of
Andhra Pradesh, or Governmental Department, Commission, Board, Body, Bureau,
Agency, Authority, Instrumentality, Court or other Judicial or Administrative Body,
Central, State, or Local, having jurisdiction over the Concessionaire, the project site or
any portion thereof, or the performance of all or any of the services or obligations of the
Concessionaire under or pursuant to this Agreement.
26. “Gross Revenue” or “Gross Turnover” “Gross Revenue” or “Gross Turnover” shall
refer to and include any and all revenues from all sources or amounts of money and
the total receipts of business of the Concessionaire for any period, that arise, accrue to
and/or are received (or which would have been received) from the operation of
Project, (including MDOs and Optional Facilities), Project Facilities, including without
limitation to the monies charged, collected, demanded, levied, received by the
Concessionaire and pursuant or incidental to – (i) the Project Facilities; (ii) exploitation
in any manner whatsoever of the Project Facilities by any Person, including but not
limited to capital receipts, sub-lease payments, non-refundable deposits, advances,
registration payments, installments received from sub-lessees, sub-lease charges, fees,
tariff, parking charges, profits on maintenance charges, profits on service changes, etc;
(iii) revenues from guests, visitors, persons utilizing the facilities, interest earned on
deposits, etc. (iv) all revenues/ receipts, user fee, deposits, advances, etc. received in
the accounts of concessionaire towards operations of the project facilities in part/full
excluding (i) insurance proceeds except insurance indemnification for loss of revenue;
and (ii) payments and/or monies collected by the Concessionaire for and on behalf of
any Government Authorities under Applicable Laws
Further,
a. in the computation of the above Gross Revenue for any period, the Revenue
of sub lessees/ sub-contractors/ sub licensees shall exclude payments made
by such sub lessees/ sub-contractors/ sub licensees to the concessionaire
towards sub-lease/license/sub-license/ sub-contract of the project facilities
b. the Deposits/ advances/etc. received by the concessionaire or its Contractor/
Sub-contractor from any other parties (which has been considered for the
computation of the Gross Revenue for any period in the past), if refunded
shall be deducted from the computation of the Gross Revenue for such
period during which the refunds are being processed
27. “Lead Consortium Member/ Lead Member (LCM)” shall have the meaning attributed
thereto in the array of Parties hereinabove as set forth in the Recitals
28. “Material Adverse Effect” shall mean a material adverse effect on (a) the ability of the
Concessionaire / or APCRDA to exercise any of its rights or perform/discharge any of its
duties/obligations under and in accordance with the provisions of this Agreement
and/or (b) the legality, validity, binding nature or enforceability of this Agreement.

29. “Material Breach” shall mean a breach by either Party of any of its obligations under this
Agreement which has or is likely to have a Material Adverse Effect on the Project and
which such Party shall have failed to cure.
30. “Operations Period” shall mean the period commencing from COD and ending at the
expiry of the Concession /Termination.
31. “Parties” shall mean the parties to this Agreement and “Party” shall mean either of
them, as the context may admit or require.
32. “Performance Security” shall mean the guarantee for performance of its obligations to
be procured by the Concessionaire in accordance with Article 6.2.
33. “Person” shall mean (unless otherwise specified or required by the context), any
individual, company, Council, partnership, joint venture, trust, unincorporated
organization, government or Government Agency or any other legal entity.
34. “Preliminary Notice” shall mean the notice of intended Termination by the Party
entitled to terminate this Agreement to the other Party setting out, inter alia, the
underlying Event of Default.
35. “Project” shall mean development of Amaravati Marina in Amaravati on PPP Mode in
the project area in accordance with the provisions of this Agreement.
36. “Project Agreements” shall mean collectively this Agreement and other supporting
documents linked to this agreement in connection with the Project.
37. “Project Assets” shall include

a. Project Assets- Fixed
b. Project Assets- Movable
38. “Rupees” or “Rs.” refers to the lawful currency of the Republic of India.
39. “Tax” shall mean and include all taxes, fees, cesses, levies that may be payable by the
concessionaire under the applicable law and the responsibility to pay or responsibility to
ensure the payment lies with the concessionaire.
40. “Termination” shall mean early termination of the Concession, pursuant to Termination
Notice or otherwise in accordance with the provisions of this Agreement but shall not,
unless the context otherwise requires, include expiry of this Agreement due to efflux of
time in the normal course.
41. “Termination Date” shall mean the date specified in the Termination Notice as the date
on which Termination occurs.
42. “Termination Notice” shall mean the notice of Termination by either Party to the other
Party, in accordance with the applicable provisions of this Agreement.
43. "Trespasser" means any person present on the Sites and not entitled to be on the Sites;

1.2 Interpretation
In this Agreement, unless the context otherwise requires,

a) Any reference to a statutory provision shall include such provision as is from time to
time modified or re-enacted or consolidated so far as such modification or re-enactment
or consolidation applies to, or is capable of being applied to any transactions entered
into hereunder;
b) References to Applicable Law shall include the laws, acts, ordinances, rules, regulations,
notifications, guidelines or bylaws which have the force of law as applicable in India;
c) The words importing singular shall include plural and vice versa, and words denoting
natural persons shall include partnerships, firms, companies, councils, joint ventures,
trusts, associations, organizations or other entities (whether or not having a separate
legal entity);
d) The headings are for convenience of reference only and shall not be used in, and shall
not affect, the construction or interpretation of this Agreement;
e) The words "include" and "including" are to be construed without limitation;
f) Any reference to day, month or year shall mean a reference to a calendar day, calendar
month or calendar year respectively;
g) Any reference to any period commencing “from” a specified day or date and “till” or
“until” a specified day or date shall include both such days or dates;
h) Any reference to any period of time shall mean a reference according to Indian Standard
Time (IST).
i) The RFP with its amendments corrigenda and Schedules to this Agreement form an
integral part of this Agreement as though they were expressly set out in the body of this
Agreement;
j) Any reference at any time to any agreement, deed, instrument, license or document of
any description shall be construed as reference to that agreement, deed, instrument,
license or other document as amended, varied, supplemented, modified or suspended
at the time of such reference;
k) References to recitals, Articles, sub-articles, clauses, or Schedules in this Agreement
shall, except where the context otherwise requires, be deemed to be references to
recitals, Articles, sub-articles, clauses and Schedules of or to this Agreement;
l) Any agreement, consent, approval, concession, notice, communication, information or
report required under or pursuant to this Agreement from or by any Party or shall be
valid and effectual only if it is in writing under the hands of duly authorized
representative of such Party;
m) References to “Construction” includes investigation, design, engineering, procurement,
delivery, transportation, installation, processing, fabrication, testing, commissioning and
other activities incidental thereto

ARTICLE 2: CONCESSION
2.1 Scope of Project

Scope of project has been defined in Minimum Development Obligations (including
optional facilities) in RFP and elaborated in Part II (Development Controls and
Specifications) of the RFP document and the same is reproduced as Schedule 1 and
Schedule 2 of this agreement respectively. Bidders shall adhere to development of
MDOs within specified time frame in accordance with the prescribed technical
specifications along with procurement and deployment of quality equipment skilled
manpower for undertaking project implementation and operations, and implement
training in sailing/ yacht operations to achieve desired outcome of the Project.
Project scope is design, finance, built, market, own, operate proposed Amaravati Marina
in accordance with the MDOs as per technical specifications specified during the
concession period and transfer the project assets/ facilities to APCRDA at the end of
concession period or earlier termination thereof. Project scope also includes timely
payment of lease amount towards the leased site along with Annual Development
Premium (ADP) or a percentage of annual Gross Revenue as defined below, whichever is
higher, during the subsistence of concession, in accordance with the provisions of this
agreement.
S.No. Year payment of annual Gross Revenue in

percentage terms
1. From start of 3rd year of COD or 4th year Three percent (03%) of annual Gross
of concession (whichever is earlier) to Revenue
10th year of concession
2. From 11th year of concession to 20th Six percent (06%) of annual Gross
year of concession Revenue
3. From 21st year of concession to end of Ten percent (10%) of annual Gross
concession period Revenue
2.2 Grant of Concession

Subject to and in accordance with the terms and covenants set forth in this Agreement,
the Concessioning Authority hereby grants and authorizes the Concessionaire to
carryout Scope of Project as defined in Article 2.1 and to exercise and/or enjoy the
rights, powers, benefits, privileges, concessions and entitlements as set forth in this
Agreement, (the “Concession”).
2.3 Concession Period

The Concession hereby granted is for a period of 33 years (Thirty Three Years) from the
Appointed Date inclusive of the construction Period (Hereafter referred as “Concession
Period”) or any extension of this Agreement in accordance with the terms and

conditions hereof, provided in the event of Termination, the Concession Period shall
mean and be limited to the period commencing from the Appointed Date and ending
with the Termination Date, during which the concessionaire is authorized to implement
the Project in accordance with the provisions of this Agreement.
2.4 Acceptance of Concession

In consideration of APCRDA agreeing to permit the Concessionaire to receive user fee,
user charges, and any other amounts; rights, privileges and benefits conferred upon by
the Concessioning Authority and other good and valuable consideration expressed
herein, the Concessionaire hereby accepts the Concession and agrees and undertakes to
perform/discharge all of its obligations in accordance with the provisions hereof.
Further, the concessionaire shall not have right to collect any kind of fees, deposits,
advances or any amounts in any form (other than, loans/ debts from financial
institutions/banks for the purpose of project development/ implementation) from any
individuals, persons, firms, entities, etc. in the name of memberships, equity, etc. till
commencement of commercial operations of project (COD) of Phase 1 MDOs, subject to
prior approval from APCRDA/ Government.
However, in case APCRDA/ Government desires, upon written request from APCRDA, the
concessionaire may be permitted to undertake training to local youth in sailing/boating
related activities and further concessionaire may be permitted to collect corresponding
user charges/ fees as approved by APCRDA, towards providing said training to local
youth, prior to fulfillment of MDOs.
2.5 Right of First Refusal for Additional Term
Subject to and in accordance with provisions of this Agreement, and upon

completion of the Concession Period by efflux of time, the Grantor shall, in the event
it determines to undertake the continued management, operation and maintenance
of the Project Facilities through PPP structure, provide the Concessionaire with the
right to match and accept the price and terms of the highest bid / prospective
preferred bidder, that is obtained by the Grantor through a competitive bidding
process for a fresh term of Concession of additional number of years as may be
decided by the Grantor. If the Concessionaire matches and accepts the price and
terms of the highest bid / prospective preferred bidder, then it shall be awarded the
Concession for the next term and if it fails to do so, then the said Concession would
be awarded to the prospective preferred bidder.
The Grantor, at least one year prior to the expiry of the concession Period, shall
take all necessary steps for selection of prospective preferred bidder/prospective
concessionaire for the next concession term, so that reasonable time is available for
the concessionaire to exercise his ' Right of First Refusal' in terms of this Agreement.
Further, this Agreement shall automatically terminate upon expiry of the concession
Period by efflux of time, or termination in accordance with the provisions of Article
11 of this Agreement.

2.6 Exclusive Rights
In case of any other Marina development is proposed by APCRDA within five (05) kilometres
radius of this Amaravati Marina at Venkatapalem within a time frame of 15 years from
concession agreement date, the concessionaire shall have the ‘Right of First Refusal’ on such
proposed project, provided that the concessionaire shall match and accept the price and
terms of the highest bid / prospective preferred bidder, that is obtained by the Grantor
through a competitive bidding process in respect of the any other proposed marina in terms
with the agreement.

ARTICLE 3: CONDITIONS PRECEDENT
3.1 Conditions Precedent

Save and except as may otherwise be expressly provided herein, the obligations of a
Party under this Agreement shall be subject to the satisfaction in full of the
Conditions Precedent relating to the other Party (the “Conditions Precedent”).
3.1.1 The Contracting Authority shall, within 30 days from appointed date, satisfy the
following conditions precedent:
The obligations of the concessionaire hereunder are subject to the satisfaction in full
of the following Conditions Precedent for the Grantor: The Grantor shall have:
a. Provided physical possession of the vacant and encumbrance free project site to
the Concessionaire as defined in the RFP on “as is where is basis” along with
execution of concession agreement and lease deed as per the format provided in
the schedule 5 of this agreement.
b. Configure all rights to the concessionaire to undertake the project development
and implementation in the subject project site in accordance with the terms of the
RFP and this agreement, along with execution of concession agreement and lease
deed, through written communication.
3.1.2 The Concessionaire shall, within 90 Days from the Appointed Date, shall have
satisfied the following conditions precedent:
The obligations of the Grantor are subject to the satisfaction in full of the following
Conditions Precedent for the concessionaire. The concessionaire shall have:
a) made all the applications at its cost and procured the Applicable Permits required
for commencing construction and execution of the Works unconditionally or if
subject to conditions, then all such conditions have been satisfied in full and such
Applicable Permits are in full force and effect and the concessionaire is in
compliance with the conditions of grant thereof and they are valid and effective;
b) Provided the Grantor notarised true copies of its constitutional documents and
board resolutions authorising the execution, delivery and performance of this
Agreement by the concessionaire;
c) achieved Financial Closure and provided notarised true copies of the Financing
Documents to the Grantor along with soft copies;
d) Prepared, finalized and procured approval of grantor for the Detailed Project Report
(DPR) comprising but not limited to the following:
i. Detailed Project Concept and Project Plan including MDOs and proposed
optional facilities
ii. Footfall assessment - Number of tourists/ visitors expected to use the facility
each year during concession period
iii. Expected direct and indirect employment and project contribution to
economic development in the region
iv. Detailed architectural, structural and engineering designs and working
drawings
v. Detailed material specifications and cost estimates (bill of quantities)

vi. Project implementation phasing
vii. Detailed financial plan/model clearly depicting user fee, membership fee,
overall revenue, expenditure, etc.
viii. List of Statutory Approvals/ clearances required and status
ix. Other relevant information/ analysis
e) confirmed in writing that all the representations and warranties of the Preferred
Bidder set forth in the Proposal and forming part of this Agreement are true and
correct as on the date of execution of this Agreement;
f) opened and established an Escrow Account and executed an Escrow Agreement in
terms of the provisions of this agreement.
Provided that upon request in writing by the concessionaire, the Grantor may, in its sole
discretion, waive fully or partially any or all the Conditions Precedent set forth in this Section
3.1.2.
3.2 Satisfaction of Conditions Precedent, Commercial Operation Date and Concession

Rights
3.2.1 the Concessionaire and the Contracting Authority shall use their best efforts and
endeavors to procure the satisfaction of the conditions precedent specified in Article
3.1 as soon as practicable and in any event no later than 90 days of the appointed
date.
3.2.2 If the conditions precedent specified in Article 3.1, are not fulfilled or waived by
mutual agreement of the Parties within ninety days after the appointed Date or
extension of time is provided by Authority for fulfillment of conditions precedent,
this agreement is deemed to be null and void and either of the parties have no
obligation under this agreement. Each Party shall have the right to terminate this
Agreement immediately and neither Party hereto shall be liable to the other for any
damages or losses in respect thereof, except that if a Party has purposefully failed to
fulfill any of these conditions, such Party shall thus be liable to the other Party for
any damages or losses incurred by it in respect thereof.
3.2.3 Within seven (7) Business Days of the satisfaction of all the conditions precedent
specified in Article 3.1 and the Contracting Authority shall issue the No Objection
Certificate (NOC) to undertake the project implementation.
3.3 Termination Prior to Commercial Operation Date
In the event that the Commercial Operation Date cannot be achieved due to the
Concessionaire's lack of efforts, negligence or default, the Contracting Authority shall be
entitled to forfeit the Performance Security and the provisions of Article 11 regarding
compensation upon termination shall not be applicable.

ARTICLE 4: FINANCIAL COVENANTS
4.1 Financing
a) a) The Concessionaire shall be solely responsible for financing the Project or for
procuring any financing which might be necessary in connection with the
performance of his obligations under this Agreement.
b) APCRDA shall not be liable or responsible for arranging any finances or for
repayment of loans or advances taken.
c) The Concessionaire shall neither create nor permit to subsist any encumbrance over
the project facilities, except with prior consent in writing of APCRDA.
Concessionaire shall not have any right to sublease the project site at any time
during the subsistence of concession period. However, APCRDA, upon written
request, may consider allowing mortgage of land lease rights as security for
accessing loan from the Banks/financial institutions, that will be exclusively spent for
the subject project implementation. Lender shall have first step-in rights on the
project and project facilities, provided in case of termination of the Concessionaire,
lender Bank/financial institutions on written intimation from APCRDA may allow
substitution of Concessionaire by another entity having relevant expertise.
d) Concessionaire shall ensure that digital E-POS system connected to all the project
facilities either operated/managed by concessionaire directly or through its
employees, agents including its contractors/ sub contractors/ licensees/ sub-
licensees/ lessees/ sub-lessees, etc. is established, functional and is made accessible
to Grantor at all times during the entire concession period to track all the revenue
receipts from all the project facilities.
4.2 Peaceful Possession

APCRDA, as Concessioning Authority, hereby warrants that:
a. The Concessionaire shall, subject to complying with the terms and conditions of this
agreement, remain in peaceful possession and enjoyment of the Project Facilities during
the concession period. In the event the Concessionaire is obstructed by any person
claiming any right, title or interest in or over the Project Facilities or any part thereof or
in the event of any enforcement action including any attachment, appointment of
receiver or liquidator being initiated by any person claiming to have any interest in/
charge on the project facilities or any part thereof, APCRDA shall if called upon by the
Concessionaire, defend such claims and proceeding and also keep the Concessionaire
indemnified against any consequential loss or damages which the Concessionaire may
suffer, on account of claim or right, title, interest or charge.
b. Provided further, that to the extent such access and use allowed by the Concessionaire

affects the performance of any of their obligations hereunder, the Concessionaire shall
not be deemed to be in breach of its obligations nor shall it incur/suffer any liability
thereof Provided that, the permission to use the project facilities, shall be exercised
without any environmental threat to persons living hereby and it shall be ensured that
no damage or loss or annoyance is caused to any one by the mode of operation or use of
the project facilities. The project facilities shall be returned to the APCRDA on
completion of concession period or on termination of contract by either party in good
operable condition without any charge or encumbrance.
4.3 Financing for Project
(a) The Concessionaire agrees and undertakes to obtain financing for the
Project in the form of equity, debt and other sources, from domestic and
foreign sources, through public issues, private placements or direct
borrowings or investment from the capital markets, banks, lending
institutions, mutual funds, insurance companies, pension funds, provident
funds and any other source as it may deem necessary except membership
fee/ deposits prior to COD, for implementing the Project.
(b) The Concessionaire may assign its rights, or interest or create a Security
Interest in respect of its rights under this Agreement or any part thereof,
including right, and interest under this Agreement, in and to the Project
Assets (excluding the land), and its right to receive User Charges in favour of
Lenders for securing the Financial Assistance provided or agreed to be
provided by the Lenders under the Financing Documents; provided that any
such assignment or Security Interest shall be consistent with the provisions
hereof and the lenders are made aware of the same.
(i) Provided that the Grantor shall be informed by the Concessionaire

as to the creation of any Security Interest in favour of the Lenders,
together with the Lenders particulars within a period of 14 days
from the date such Security Interest comes into existence and
provide to the Grantor within such time notarized true copies of
documents/agreements relating thereto. Failure to do so shall
amount to an event of default on the part of the Concessionaire and
any consequential failure or inability on the part of the Grantor to
provide any notice or intimation to such Lender, in terms of the
relevant provisions of this Agreement, if any required, shall be at the
risk and responsibility of the Concessionaire only.
(ii) Provided further in the event of termination of this Agreement by

efflux of time or otherwise, such assignment/Security Interest shall
stand extinguished upon payment of compensation by the
Concessionaire to the Lenders, to the extent they are entitled to
receive the same in accordance with the provisions of this

Agreement. The Concessionaire shall primarily be responsible to
ensure that the prospective lenders are made aware of this
provision and a suitable provision to this effect is incorporated in
the financing & security documents to execute between the
Concessionaire and the Lenders.
(iii) Provided further, nothing contained in this sub-section (b) shall (i)
absolve the Concessionaire from its responsibilities to
perform/discharge any of its obligations under and in accordance
with the provisions of this Agreement; (ii) authorise or be deemed
to authorise the Lenders to implement and execute Project
themselves and (iii) under any circumstances amount to any
guarantee from or recourse to the Grantor.
(c) Except as stated in sub-section (b) above or elsewhere in this Agreement,

the Concessionaire shall not assign its rights, interest or obligation or create
a Security Interest with respect to its rights under the Agreement or any part
thereof in favour of any Person without the prior written consent of the
Grantor.
(d) The Grantor shall assist the Concessionaire as necessary and mutually
agreeable, to enable the Concessionaire to achieve Financial Closure. Such
assistance shall include discussion in good faith and execution of such
further appropriate documentation or additional writings, in order to
facilitate the process of achieving Financial Closure and which do not
materially and adversely affect the rights and interests of the Grantor
hereunder or impose additional material liabilities on the Grantor.
(e) The Agreement entered by the Concessionaire with the lenders will be sub-
ordinate to the Concession Agreement entered by the Concessionaire with the
Grantor.
4.4 Escrow Account
a. The Concessionaire operating project or project facilities in part or full, shall within 90
days from the “Commercial Operation Date” establish Escrow Account with a
Nationalised Bank , acceptable to the Grantor (the “Escrow Bank”), for a period until
the end of Concession Period under an Agreement to which the Escrow Bank, the
Grantor, the Lender/s and the Concessionaire are parties. The Parties agree to enter
into definitive Escrow Agreement(s) as necessary, with the Escrow Bank for the
opening, operation, management and termination of the escrow account.

b. All revenues, inflows and outflows of cash and receivables on account of Project or
otherwise that accrue or arise to the Concessionaire under, in connection with or
pursuant to the implementation of the Project under this Agreement shall be
credited to or debited from, as the case may be in Escrow Account/s. The Escrow
Bank/s shall be instructed to provide monthly statements relating to such account to
the parties.
c. Withdrawal Mechanism: The Concessionaire shall deposit all cash and receivables
from the Project, including collection of User Charges, into Escrow Account, which
shall be first used to ensure the payments due and payable to the Grantor in terms of
this Agreement, subject to payment of all taxes due and payable by the
concessionaire. The Concessionaire shall, at the time of opening the Escrow
Account, give irrevocable instructions, by way of an Escrow Agreement, to the
Escrow Bank instructing, inter alia, that deposits in the Escrow Account shall be
appropriated in the following order every month, or at shorter intervals as
necessary, and if not due in a month then appropriated proportionately in such
month and retained in the Escrow Account and paid out therefrom in the month
when due:
(i) all taxes due and payable by the Concessionaire;
(ii) Fee due and payable to the Authority;
(iii) all payments relating to construction of the Project including payments to
Independent Engineer, subject to and in accordance with the conditions, if any,
set forth in the Financing Agreements;
(iv) O&M Expenses, subject to the ceiling, if any, set forth in the Financing
Agreements;

(v) O&M Expenses and other costs and expenses incurred by the Authority in
accordance with the provisions of this Agreement, and certified by the
Authority as due and payable to it;
(vi) monthly proportionate provision of Debt Service due in an Accounting Year;
(vii) all payments and Damages certified by the Authority as due and payable to it
by the Concessionaire;
(viii) Debt Service in respect of Subordinated Debt;
(ix) any reserve requirements set forth in the Financing Agreements; and
(x) balance, if any, in accordance with the instructions of the Concessionaire.
d. The Concessionaire shall not in any manner modify the order of payment specified
in aforesaid clause, except with the prior written approval of the Authority.
e. Withdrawal upon Termination: Notwithstanding anything to the contrary
contained in this Agreement, all amounts standing to the credit of the Escrow
Account shall, upon Termination, be appropriated in the following order:
(i) all taxes due and payable by the Concessionaire;
(ii) Outstanding Concession payments : Revenue Share and Lease
(iii) all payments and Damages certified by the Authority as due and
payable to it by the Concessionaire;
(iv) retention and payments relating to the liability for defects and
deficiencies;
(v) outstanding Debt Service including the balance of Debt Due;
(vi) outstanding Subordinated Debt;
(vii) incurred or accrued O&M Expenses;
(viii) any other payments required to be made under this Agreement;
(ix) balance, if any, in accordance with the instructions of the
Concessionaire.
f. Provided that no appropriations shall be made under Sub-clause (viii) of the
aforesaid clause (e) until a Vesting Certificate has been issued by the Authority
g. The Concessionaire shall be responsible for ensuring and directing that all collections
towards or payments comprising cash and receivables from the Project, including the
User Charges are deposited on a daily basis during the Concession Period in the
Escrow Account irrespective whether the collections are received by the
Concessionaire or its agents, representatives or employees or persons duly
authorised by the Concessionaire.
h. The Escrow Accounts shall be opened and operated at Vijayawada Branch of any
Nationalised bank (the Escrow Banks).
i. The Escrow Bank shall hold the Escrow Account and such monies, from time to time,
as may be deposited in the said Escrow Account subject to conditions herein
contained and/or in the definitive Escrow Agreement.
j. The monies held by the Escrow Bank in pursuance of this Agreement shall not be
considered as part of the assets of the Escrow Bank, and, being trust property shall
not, in the case of a bankruptcy or liquidation of the Escrow Bank, be considered as

its assets and shall not be available to the liquidator, bankruptcy trustee or other
creditor of the Escrow Bank. The Escrow Bank shall not have any lien or be entitled to
exercise claim on the monies in the escrow account.
k. The Escrow Bank shall maintain the Escrow Account for the tenor of the Concession
Period or until receipt of joint written confirmation from the Parties for the
termination thereof. Upon termination of the escrow account, the Escrow Bank shall
transfer any balances in the account to the Concessionaire or to the order of the
Concessionaire; provided there are no outstanding claims of the Grantor on the
Concessionaire.
l. The Concessionaire shall duly appoint authorized signatories (“Authorized

Signatories”) for operating the Escrow Account from among its personnel and inform
their names to the Escrow Bank and the Grantor. Such Authorized Signatories shall,
on or prior to the payment date, issue and sign cheques in favour of the Grantor for
payments due and payable by the Concessionaire to the Grantor hereunder,
including the Lease Rental, the Revenue Share, the enhancement of the Security
Deposit and the Charges and Expenses.
4.5 Payments to Grantor

In consideration for the grant of the Concession, the Preferred Bidder/ Concessionaire
shall make the following payments/provide following facilities to the Grantor in the
manner and at the times mentioned hereunder:
4.5.1 Lease Rental
a. The Concessionaire shall in terms of RFP, make payments to Grantor with

respect to the interest free advance Annual Lease Rentals each year of the
Concession Period, in accordance with the lease deed and RFP terms, as
listed below.
b) Schedule of Annual Lease Rentals (Rs Lakhs)
Lease Amount
Year (Rs lakhs)
1
2
3
4
5
6
7
8
9

10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
a. Concessionaire shall make the interest free Advance Lease Rentals for the
first year Lease Rentals as a pre condition to signing of the Concession
Agreement as irrevocable and non refundable amount, the payment of the
subsequent Lease Rentals shall be made on yearly basis during the
construction period and commercial operations of project and for the entire
Concession Period, through the Escrow Mechanism.
b. The Concessionaire shall ensure that it maintains, at all times during the
Concession Period, an amount equal to one year advance Lease Rentals
calculated based on the applicable Lease Rental for that particular year.
c. In the event of delay up to 15 days from the due date (15 days from the date
of start of each concession year) , the Concessionaire shall pay the Grantor,
a penal interest on the due amount at the rate of 18% (Eighteen percent)
per annum for the period from the due date until the date of payment.
d. In the event, the payments are delayed beyond a period of 15 days from the
scheduled date; it shall be construed as an Concessionaire default in
payment of Lease Rentals. When such a default occurs, the Grantor shall
issue a default notice to the Concessionaire requesting to remedy the
situation within 15 days. If the situation is not remedied, at the end of 15th

day a second notice shall be issued allowing further period of 15 days. In the
event that the Concessionaire fails to remedy the situation, the Grantor
may, at the end of 45th day (15+15+15 days), appropriate the amount due
from the advance lease rental and may also issue, at its discretion, a
termination notice under Article 10. The Concessionaire shall reinstate the
lease of the one year lease rental within a maximum period of 7 days, failing
which the Grantor reserves the right to terminate this Agreement in
accordance with Article 10 hereof.
e. If the Concessionaire commits a default, the Grantor reserves the right to

immediately terminate the Concession Agreement without being bound by
the cure periods and step-in right provisions under Article-10 of this
Concession Agreement and in such circumstances the Transfer Date shall be
as specified in the note of termination so issued by the Grantor.
4.5.2 Revenue Share
(a) Effective from the third year of Operations/ Commercial Operation Date or
from the 4th year from the Appointed Date (whichever is earlier) and during
the Concession Period, the Concessionaire shall pay to the Grantor, revenue
share as a percentage of the Annual Gross Revenue of the Concessionaire,
subject to the minimum guaranteed amount as provided in the table below,
(which is calculated with five percent annual escalation based on the quoted
amount by the concessionaire in its price bid towards Annual Development
Premium (ADP), which is the bid parameter):
Year Percentage of Subject Minimum Guaranteed

Gross Revenue to Amounts to be paid to APCRDA
be paid by (Rs. Lakhs) based on price bid
Concessionaire to (ADP) with 5% annual escalation
Grantor/ APCRDA
From start of 3rd year of 3% Concession ADP
COD or 4th year of Year (Rs. Lakhs)
concession (whichever is 4
earlier) to 10th year of 5
concession date. 6
7
8
9
10
11
12
13
From 11th year of 6% 14
concession to 20th year of 15

Year Percentage of Subject Minimum Guaranteed
Gross Revenue to Amounts to be paid to APCRDA
be paid by (Rs. Lakhs) based on price bid
Concessionaire to (ADP) with 5% annual escalation
Grantor/ APCRDA
concession date 16
17
18
19
20
21
22
23
From 21st year of 10% 24
concession to end of 25
concession period 26
27
28
29
30
31
32
33
(b) The Concessionaire shall pay the above-mentioned ADP amount on Annual
basis, within 30 days from the start of the Financial Year
(c) In addition to the advance ADP payment through escrow mechanism,

revenue share as per applicable percentage of Gross Revenue for any given
month shall be computed at the end of each month.
i. Whenever the sum of such monthly revenue share computed as per
applicable percentage of Gross Revenue for each subsequent
months from the start of the financial year, exceeds the advance
ADP collected for that financial year from the concessionaire, then
such difference of amount between ADP paid and the applicable
revenue share for that month shall be paid to Grantor through
escrow mechanism.
ii. Further, monthly revenue share as per applicable percentage of

Gross Revenue from succeeding month shall be paid to Grantor
through escrow mechanism till end of the financial year.
(d) The revenue share shall be computed based on the audited annual Gross
Revenue (of concessionaire and other third parties operating the project
facilities) of each year and adjusted for each year upon the finalization of the
audited accounts of the Project for that year and the determination of the

audited annual Gross Revenue for that year as certified by the statutory
auditor of the Concessionaire and other third parties operating the project
facilities.
(e) The Concessionaire shall pay the Revenue Share (as per applicable
percentage) for each Year during the Concession Period to the Grantor by
way of a Demand Draft drawn on a Nationalized Bank payable at Vijayawada
or by electronic transfer from the Escrow Account. Such payment shall be on
a monthly basis, duly adjusting the advance ADP already paid within 30 days
from commencement of financial year.
(f) The Grantor/Nodal Officer and its authorized representatives and

Experts/Auditors shall at all times be entitled to inspect the
Concessionaire’s, its contractor’s and sub contractor’s book of accounts,
contracts, invoices, vouchers, bills, receipts etc. and to make copies thereof.
(g) In the event of delay or default in payment of Revenue Share to the Grantor
beyond the due date provided herein, pay penal interest to the Grantor on
the due amount at the rate of 18 %( Eighteen percent) per annum from and
including the due date to and excluding the date of payment. A delay or
default in such due payment shall constitute an Concessionaire Event of
Default.
(h) The Grantor shall have right to appoint at the Concessionaire’s cost an
Expert, being reputable Independent Auditor, to audit the accounts and
record of the Concessionaire to determine the Revenue. The Concessionaire
shall make available to the Grantor, its representatives and such auditor all
its records, books, documents and other relevant information that may be
reasonably be required to check or audit any information, figures,
calculation of revenues of the Concessionaire and other third parties
operating the project facilities and shall provide the Grantor, its
representative and such auditor reasonable access to its offices and
premises for the purpose of such audit.
(i) The Concessionaire shall install, equip and operate and maintain an up to
date fully computerized accounts records with appropriate centralised
software package and linked to a single central server and provide complete
and unrestricted access at all times thereto the Grantor or its authorized
representative along with the requisite access codes, manuals and other
requisites and a computer terminal to be manned by the Grantor may
undertake or cause periodic and / or random review and monitoring of the
accounts. All the third parties operating the project facilities shall be

connected to the aforementioned system for all project business
transactions.
(j) If the Concessionaire commits a default, the Grantor reserves the right to
immediately terminate the Concession Agreement without being bound by
the cure periods and step-in right provisions under Article-10 of this
Concession Agreement and in such circumstances the Transfer Date shall be
as specified in the note of termination so issued by the Grantor.
4.6 Bank Guarantee for Performance Security
a) The Preferred Bidder shall be required to submit a Performance Security

to Grantor in the form of an irrevocable & unconditional Bank
Guarantee amounting to Rs. 2.00 crore (Rupees Two crores only) with a
validity of thirty (30) months, issued by a nationalised bank operable and
encashable at Vijayawada, Andhra Pradesh, by the time of signing of this
Agreement, within 30 days from the date of issue of LoA.
b) The Preferred Bidder /Concessionaire shall keep the Bank Guarantee

valid at all times during the stipulated period/extended period, as the
case may be.
c) Subject to the provisions hereof, the Grantor shall promptly return the
Performance Security BG to the Concessionaire upon Project
Completion being achieved & Commissioned, provided that there are no
outstanding claims of the Grantor on the Developer/Concessionaire.
4.7 Appropriation of Bank Guarantees
(a) In the event of the Concessionaire being in default of the due, faithful and
punctual performance of its obligations under the RFP, the LoA, and this
Agreement and during the Construction Period and until the date of issue of
the Completion Certificate, as the case may be, or owning any sums
whatsoever to Grantor under this Agreement or in the event of there being
any claims or demands, whatsoever whether liquidated or which may at any
time be made or have been made on behalf of the Grantor for or against the
Concessionaire under this Agreement or against the Grantor in respect of
this Agreement, the Grantor shall, without prejudice to its other rights and
remedies hereunder or in law, be entitled to call in, encash and appropriate
the relevant or delinquent amounts from the above said Bank Guarantees
as damages for such default, dues, demands or claims.

(b) The decision of the Grantor as to any breach/delay having been committed,
liability accrued or loss or damage caused or suffered shall be conclusive,
absolute and binding on the Concessionaire. The Concessionaire specifically
confirms and agrees that no proof of any amount of liability accrued or loss
or damages caused or suffered by the Grantor under this Agreement is
required to be provided in connection with any demand made by the
Grantor to recover such compensation through encashment of the Bank
Guarantee under this Agreement and that no document or any action shall
be required other than the Grantor’s written demand as aforesaid.
(c) In the event of encashment of the Bank Guarantee by the Grantor, in full or
part, the Concessionaire shall within 30 (thirty) days of receipt of the
encashment notice from the Grantor provide a fresh Bank Guarantee or
replenish the existing Bank Guarantee, as the case may be. The provisions of
this Article shall apply mutatis mutandis to such fresh Bank Guarantee. The
Concessionaire’s failure to comply with this provision shall constitute an
Concessionaire Event of Default, which shall entitle the Grantor to terminate
this Agreement in accordance with the provisions of Article 10 hereof.
4.8 User Charges for Project Facilities

(a) Effective from COD and during the Operations Period, the Concessionaire shall
be:
(i) entitled to fix at rates fixed/structured at the discretion of the
Concessionaire from time to time, determine, revise, charge,
demand, collect, recover, retain and appropriate the User Charges
same shall be published and informed to Grantor in advance and
shall be subject to approval of Grantor in case of fee/ user charge
for providing training to local youth in sailing/ boating and related
activities,
(ii) entitled to provide separate customized service or User Charges

packages or differential rates or special or seasonal discounts for
specific, bulk, regular users or different category of users or during
different parts of the year or for timely or early payment. However,
the same shall be published and informed to Grantor in advance
from time to time.
(iii) Provided that that the Concessionaire shall be in compliance with

the Grantor’s approval, requirements of the Applicable Laws, terms
of Applicable Permits, statutory or mandatory requirements of
Government Authorities, if any, and Good Industry Practice in this
behalf.

(b) The Concessionaire shall have right to demand, collect, retain and appropriate,
enforce and revise the User Charges effective from COD and during the
Operations Period by itself or through any Person/collection agents appointed
by it.
(c) The Grantor expressly recognises that if any user fails to pay User Charges, the
Concessionaire may exercise all rights and remedies available under the
Applicable Laws for recovery thereof, including the suspension, termination or
cancellation of provision of the applicable service to the relevant defaulting
Contracting Counter Party or user; provided that the same shall be in
compliance with the requirements of the Applicable Laws, terms of Applicable
Permits, statutory or mandatory requirements of Government Authorities, if
any, and Good Industry Practice in this behalf.
(d) Concessionaire shall ensure that digital E-POS system connected to all the
project facilities either operated/managed by concessionaire directly or through
its employees, agents including its contractors/ sub contractors/ licensees/ sub-
licensees/ lessees/ sub-lessees, etc. is established, functional and is made
accessible to Grantor at all times during the entire concession period to track all
the revenue receipts from all the project facilities.
4.9 Audit and Account
(a) Appointment of Auditors
(i) The Concessionaire shall appoint and have during the subsistence of
this Agreement, as its statutory auditors, a reputed firm of chartered
accountants duly authorised to practice in India. All fees and
expenses of the statutory auditors shall be borne by the
Concessionaire.
(ii) Any claim or document provided by the Concessionaire to the

Grantor relating to receipts, income, payments, costs, expenses,
accounts or audit, and any matter incidental thereto, in connection
with the Project shall be valid and effective only if certified by the
Concessionaire’s statutory auditors.
(b) Maintenance of Accounts
(i) The Concessionaire and other third parties operating the project
facilities shall, during the subsistence of this Agreement, maintain
books of accounts in accordance with standard accounting practices
and statutory requirements under the Indian laws recording all its

receipts from all sources derived or on account of the Project,
income, expenditure, payments and assets and liabilities, in
accordance with this Agreement, the Applicable Laws and Good
Industry Practice. The Concessionaire shall provide the Grantor 2
(two) copies of its audited balance sheet and profit and loss account
along with a report thereon by its statutory auditors, within 120
(one hundred and twenty) days of the close of the Accounting Year
to which they pertain.
(ii) The Concessionaire shall establish and maintain a daily and monthly
reporting system to provide storage and ready retrieval of data
related to the construction and operation of the Project, including
all such information which is necessary to verify costs and expenses
incurred or revenues earned and to confirm the amount of Gross
Annual Turnover/Revenue and to confirm that the Concessionaire is
in compliance with its obligations under this Agreement. The
Concessionaire shall provide copies of such reports to the Grantor
within 10 (ten) days of the end of every Quarter.

ARTICLE 5: PROJECT SITE AND PROJECT IMPLEMENTATION
5.1 Lease of Site
(a) The Grantor shall on the date of execution of this Agreement sign the
Land Lease Deed, thereby granting the Concessionaire access to the
Project Site.
(b) The Parties shall, within 7 (Seven) days of the Grantor’s notice in this
behalf to the Concessionaire, prior to the date of signing of Concession
Agreement along with Land Lease Deed, carry out through their duly
authorised representative, a joint inspection and verification of all the
real estate, structures, land, buildings and record the report thereof in a
memorandum duly signed by the Parties/their representatives. The
participation of the Concessionaire in such joint inspection shall be
mandatory. The Concessionaire shall carry out at its cost a due diligence
of all encumbrances at, on or under the Site and notify the same to the
Grantor, which shall take prompt action for removing the same.
(c) The Grantor shall bear all the costs of making available the Project Site
to the Concessionaire and be liable to remove/relocate at its cost all
Persons that may have to be displaced from the Project Site, including
the payment of compensation, if any, to such Persons or litigation
pursuant thereto and the Concessionaire shall not be liable in this
behalf.
(d) In consideration of implementation of the Project by the Concessionaire

and the payment herein reserved and of other covenants on the part of
the Concessionaire, the Grantor shall, upon signing of the Lease Deed,
be deemed to have handed lease and delivered to the Concessionaire on
an “as is where is basis” the vacant possession of all the land and rights
comprising the Site, free from Encumbrances, and together with the
Easementary Rights and with the full and free right and liberty of way
and passage and other rights in relation thereto and the right, authority
and license to implement the Project thereat in accordance with the
provisions of this Agreement, under a valid and binding Land Lease
Deed, in the form attached hereto in Schedule-5, for a period that shall
be co-terminus with the Concession Period.
(e) In consideration for the Lease of the Site, the Concessionaire shall pay
the Grantor, the Lease Rental as specified in Section 8.3.2 hereof.
The Project Site Lease Deed shall be duly registered with the relevant Government Authority
at the Concessionaire’s cost (stamp duties, registration charges etc.) as soon as practicable,
but in any case within four months of the date of execution thereof.
5.2 Sub- Lease of Project Site

No Sub- Lease of Land
a) The Concessionaire shall not sub-lease the whole or any part of the land
comprising the Project Site, leased to it by Grantor under the Land Lease
Deed, to any person in any form or under any arrangement, device or
method. This is an essential condition of this Agreement, the breach of
which shall constitute an Concessionaire Event of Default that shall entitle
the Grantor to terminate this Agreement in accordance with the provisions
hereof.
Sub- Lease of Built-up Area
b) The Concessionaire shall have the right and title to the Project Facilities and
it shall have the right, subject to the provisions of this Agreement, to enter
into Contractual Arrangements with third parties in relation to the whole or
any part of the Built-up Area, provided the terms and conditions of such
Contractual Arrangements shall not be inconsistent or contrary to the
provisions of this Agreement and that such Contractual Arrangements shall
be coterminous with the Project Site Lease Deed and this Agreement.
5.3 Possession and Use of Project Site
a) Upon the Concessionaire observing and performing its obligations, the

several covenants, conditions and agreements herein contained and on the
part of the Concessionaire to be observed and performed, the
Concessionaire shall remain in peaceful possession and enjoyment of the
Project Site during the Concession Period.
b) The Concessionaire shall not without prior written consent or approval of

the Grantor use the Site for any purpose other than for the purposes of
implementing the Project in accordance with the provisions of this
Agreement and purposes incidental thereto or as may otherwise be
approved in writing by the Grantor. The Concessionaire acknowledges,
accepts, confirms and agrees that this is an essential condition of this
Agreement.
c) The Concessionaire shall maintain vigil over the Site during the Concession
Period to prevent encroachments or occupation of the Site and in case of
any encroachment or occupation forthwith remove the same at its cost and
expense and inform the Grantor thereof.

d) The Concessionaire shall shift the utilities at, on, over or under the ground at
the Project Site to an appropriate location or alignment. Such shifting of the
utilities shall be carried out only if and to the extent according to the
Grantor the non-shifting thereof materially obstructs the implementation of
the Project. The cost of such shifting shall be borne by the Concessionaire
with a right to seek set off from the owner of such utilities as may be
available under the Applicable Laws or contract. In case of any delays in
shifting of the utilities due and attributable to the owner of the utility and
provided such delay is not due to any default or negligence on the part of
the Concessionaire or Persons claiming through or under it, there shall be a
commensurate extension of the Concession Period as certified by the
Independent Engineer/Consultant.
e) The Concessionaire shall promptly use the site for the Project or remove at
its cost from the Site in accordance with Good Industry Practice all surplus
structures at, on, over or under the ground at the Project Site, construction
machinery and materials, waste materials (including, without limitation,
hazardous materials, all types of solid and liquid waste), rubbish and other
debris and dispose them in conformity with the Applicable Laws and
Applicable Permits.
f) The Concessionaire shall be solely liable for all hazardous, dangerous and
other goods, materials, creatures and substances brought, kept, stored or
handled at the Site.
g) The Grantor confirms that:
(i) The Site together with the necessary Easement rights has been
acquired through the due process of law belongs to and is vested in
the Grantor, and further that the Grantor has full powers to hold,
dispose of and deal with the same consistent, inter alia, with the
provisions of this Agreement; and
(ii) The Concessionaire shall have no obligation/liability as to payment

of any compensation whatsoever to or the rehabilitation and
resettlement of any Person from whom the Site or any part thereof
had been acquired and that the same shall be the sole responsibility
of the Grantor.
h) In the event the Concessionaire is obstructed by any Person claiming any

right or interest in or over the Project Site or any part thereof or in the event
of any enforcement action including any attachment, distraint, appointment
of receiver or liquidator being initiated by any Person claiming to have any
interest in/ charge on the Project Site or any part thereof, Grantor shall, if
called upon by the Concessionaire, defend such claims and proceedings at

its cost and expense and the Concessionaire shall not be liable for the same
in any manner whatsoever.
i) The Concessionaire shall not part with or create any Encumbrances on the
whole or any part of the Project Site save and except as expressly permitted
under this Agreement; provided that nothing contained herein shall be
construed or interpreted as restricting the right of the Concessionaire to
appoint Contractors, or to enter into Contractual Arrangements in relation
to the Project Facilities and to assign its rights here under and create a
Security Interest in favour of the Lenders in accordance with the provisions
of this Agreement.
5.4 Access to Site
(a) Following the delivery of Vacant Possession of the Project Site on “as is
where is basis” by the Grantor to the Concessionaire. The Concessionaire
shall, at all reasonable times and on reasonable notice, afford access to the
Project Site to,
(i) the Grantor, or the Independent Engineer/Consultant, or the

Experts and their duly authorised personnel and representatives so
as to carry out their respective functions and obligations hereunder.
(ii) the representatives of or Persons duly authorised by the relevant

Government Authority concerned with safety, security or
environmental protection to inspect the Site, and the Project and
the Works, carry out their respective duties and functions and to
investigate any other matter within their authority.
(b) The Persons obtaining access to the Site shall conduct their activities and
operations at their own risk, cost and expense and in such manner so as to
cause minimum disruption to the construction, operation and maintenance
of the Project consistent with the purpose of the Person gaining such access.
5.5 Information about Project Site

(a) The site map set out in schedule 6 is provided by the Grantor to the
Concessionaire in good faith and with due regard to the matters for which
such information is required by the Concessionaire. The Grantor agrees to
provide to the Concessionaire upon a reasonable request, any further
information relating to the Project Site, which the Grantor may now possess
or may hereafter come to possess. Subject to this, the Grantor makes no
representation and gives no warranty to the Concessionaire in respect of the
condition of the Project Site and the Concessionaire shall accept the Project
Site handed over to it by the Grantor on an “as is where is basis”.

(b) The Concessionaire acknowledges that before entering into this Agreement,
it has had sufficient opportunity to investigate the Site, and
(i) accepts full responsibility for its condition (including but not limited
to its geological condition, any toxic contamination, the adequacy of
the road connectivity links to the Site and the availability or
unavailability of adequate supplies of water and electricity); and
(ii) agrees that it shall not be relieved from any of its obligations under
this Agreement or be entitled to any extension of time or financial
compensation by reason of the unsuitability of the Site (or part
thereof) or for any other reason pertaining to the Site.
5.6 Grantor’s Property at Project Site
(a) All debris and construction and building materials (sand, gravel, stone, rock,
loose earth etc.) lying at the Project Site or generated during the
implementation of the Project shall be promptly disposed off by the
Concessionaire at its cost in accordance with Applicable Laws. The
Concessionaire may, if it deems appropriate use the same for the execution
of the Works.
(b) All articles of value or antiquity found on the Project Site shall be the
property of the Grantor. The Concessionaire shall take reasonable
precautions to prevent its labour and personnel and that of its Contractors
from removing or damaging any such article or thing. The Concessionaire
shall immediately upon discovery of such article or thing, inform the
Grantor, which may issue instructions for dealing therewith
5.7 Reservation
(a) The Grantor accepts and reserves unto itself all the mines, minerals, coals,
gold, etc. in, over, on or under the Site and full right and power at all times
to undertake, with reasonable prior notice to the Concessionaire , all acts
and things which may be necessary for searching, removing, appropriating
or enjoying the same without providing or leaving any vertical support for
the surface of the land at the Site or for any structure or building thereat;
provided always the Grantor shall be obligated to pay reasonable
compensation to the Concessionaire for all damage directly resulting from
the exercise of the rights hereby reserved or any of them.

5.8 DPR and Designs
(a) The Concessionaire, immediately after grant of the Concession, shall at its
cost prepare and submit to the Grantor draft DPR and Designs of the
Project.
(b) The DPR shall, inter alia, set out the full details of the developmental
activities proposed to be carried out by the Concessionaire for
implementation of the Project, proposed order, sequence and method of
working, the steps, procedures and processes undertaken and to be
undertaken by the Concessionaire , the Project Implementation Schedule
with the Project Milestones, detailed schedule bar charts / PERT networks
with milestone dates, master plan and building plan of the Project, including
the site development, proposed construction activities, names of likely Sub-
contractors/ vendors etc., plans for mobilization of finances, plans for
marketing the Project , proposed arrangements for operating and managing
the Project , the organisation chart of the Concessionaire and such other
similar details which define and clarify the method and direction of the
Concessionaire’s plans for the implementation of the Project.
(c) The Concessionaire, as part of the DPR and separately, shall undertake
Traffic Impact Assessment Study, Environmental Impact Assessment and
other studies and surveys at his own cost as may be required by various
regulatory authorities for Project Approval and Implementation.
(d) The Grantor and/or its representatives shall review the DPR and Designs
submitted by the Concessionaire for conformity with the Specifications and
Standards, communicate its approval immediately. The Grantor may in
consultation with the Concessionaire prescribe a schedule for submission,
clarifications and approval of such plan.
(e) In the event that Grantor has any objection to the DPR and/or Designs and
Drawings or any part thereof, it shall promptly notify the Concessionaire of
its objections in writing and seek clarifications or suggest changes or
modifications or corrections thereto in writing. Thereupon, the
Concessionaire shall provide necessary clarification to the Grantor or re-
submit revised DPR and/or Designs and Drawings or part thereof, as the case
may be, after incorporating the changes, modifications or corrections
suggested by the Grantor.
(f) If the Grantor does not submit written objections to the DPR and the Design
and Drawings submitted to it by the Concessionaire within thirty (30) days of
submission, the Grantor shall be deemed to have approved such DPR and

Design and Drawings and the Concessionaire shall be entitled to proceed
with the Project accordingly. However, nothing in this Agreement shall
derogate from the Concessionaire’s obligation to obtain the Applicable
Permits in relation to the construction and commencement of commercial
operations/ occupancy of the Project Facilities from the relevant authorities
under Applicable Laws and Development Controls.
(g) Notwithstanding any express or deemed approval or failure to review by or

the comments or observation of the Grantor in relation to the DPR and
Designs and Drawings, the Concessionaire shall be solely responsible for any
defect and/or deficiency therein or any part thereof and accordingly the
Concessionaire shall at all times remain solely responsible for the technical
feasibility, operational capability and reliability of the Project and shall not
be relieved or absolved in any manner whatsoever of any of its obligations
hereunder.
(h) The Concessionaire may, with the prior written approval of the Grantor,
make or permit alterations in or addition to any DPR and Designs and
Drawings, specifications and calculations approved or deemed to be
approved by the Grantor given in writing under this Agreement.
(i) Any design, drawing or specification provided by the Grantor to the

Concessionaire shall only be indicative and the Concessionaire shall accept
the same at its sole risk, cost and consequence.
(j) The Grantor shall not be responsible or liable in any manner for the
accuracy, completeness or otherwise of the DPR and Designs and Drawings
and the construction and implementation of the Project/Works by the
Concessionaire on the basis thereof, irrespective of any perusal or review
thereof or comment thereon by the Grantor, any Government Authority .
(k) The Concessionaire needs to submit DPR and obtain approval from the
Grantor within the Compliance Period.
5.9 Development of Site and Implementation of Works
(a) The Concessionaire shall commence the Works immediately after taking
necessary sanction of the Competent Authority under Applicable Laws and
Development Controls for the master plan and building plans, subject to
other statutory approvals in place along with financial closure.

(b) The Concessionaire shall, by itself or through its Contractors, at its cost and
risk undertake the development of the Site, including land filling, levelling,
clearing, shifting of utilities, landscaping and demarcation and division of the
Site etc. for establishment of the Project Facilities, in accordance with the
provisions of this Agreement, including the Specifications and Standards and
Good Industry Practice.
The Concessionaire shall arrange at its cost the infrastructure facilities,

including but without limitation, the power and water supply, necessary for
carrying out the Construction, Operation and Maintenance of the Project .
Each of the Project Facilities shall have adequate facilities with respect to
water supply, power, entry & exit arrangement, fire safety provisions, etc.
(c) The Concessionaire shall, by itself or through Contractors at its cost and risk
establish, install, equip, provide, construct, as the context admits or
requires, and commission the Facilities and Services in accordance with the
requirements of the provisions hereof, including the Specifications and
Standards and provide the same to the users/others in an equitable, fair and
non-discriminatory manner.
(d) The Concessionaire or the Persons claiming through or under it, as the case
may be, shall be responsible for doing all such acts, deeds and things as may
be necessary and expedient for establishing the Project including, without
limitation, procuring at its/their own risk and cost all goods, materials, things
and services necessary for the development and construction thereof and
arranging at its/their cost the construction power, water, materials and
labour required for establishing the Project, without in any way relieving the
Concessionaire of its obligations as set out in this Agreement. Subject to the
provisions of this agreement, the Concessionaire shall not be entitled to nor
shall it seek or raise any demand for any extension of time for completion of
construction on account of any shortage of any material or resources or
delay in procurement of the same for any reason whatsoever.
(e) The Concessionaire shall on and from the Compliance Date, in accordance
with the Specifications and Standards, develop the Site and requisite
infrastructure facilities so as to:
(i) efficiently manage, make available, maintain and operate the

Project consistent with prudent standards of safety and technical
sufficiency;
(ii) provide the necessary resources for the operations and
maintenance of the Project;

(iii) provide non-discriminatory access of the Facilities and Services
within the Project to the users and other persons.
(f) The Concessionaire shall complete the construction of all the Project
Facilities within a maximum period of two (2) years from the appointed
date, which may be extended under the provisions of this Agreement.
5.10 Project Completion
(a) The Project shall be deemed to be complete only when a Completion

Certificate has been issued by the Nodal Officer or Independent Engineer, (if
an Independent Engineer has been appointed), in relation to the Project
Facility. Once a Completion Certificate has been issued in relation to the
Project Facility, the Grantor/Independent Engineer shall issue a certificate
confirming the completion of construction of the Project (the “Project
Completion”). The Completion Certificate in relation to the Project Facility
shall be issued, only after obtaining of the Applicable Permits in respect
thereof inter-alia the Occupancy Certificate from concerned local authority,
Power connection from the concerned authority/ power corporation. The
Completion Certificate shall specify the date on which, in the opinion of the
Independent Engineer/Consultant, the relevant Project Facility was
completed. Similarly the Independent Engineer/Grantor shall specify the
date on which in its opinion the Project Completion was achieved.
(b) For the avoidance of doubt, Project Completion herein refers to the
completion of the project in terms of Minimum Development Obligations
and as per the approved DPR;
(c) The Concessionaire shall achieve Project Completion in accordance with the
provisions of this Agreement within a maximum period of two (2) years from
the appointed date or 18 months from effective date (the “Scheduled
Project Completion Date”), failing which the Concessionaire may apply to
the Grantor for grant of extension of time for Project Completion in blocks
of 3 months up to a maximum additional period of 6 months from such date
and the Grantor may permit the same upon payment of an additional
amount by the Concessionaire (in addition to the other amounts specified in
this Agreement) to the Grantor at rates specified below:
1. First Extension up to a period of 3 months – The Grantor may

approve the extension without any penalty, if the Grantor is
satisfied with the reasons for delay or otherwise charge 0.50% (half
percent) of the Project Cost as per the DPR.

2. Second Extension between 3 months and 6 months – 0.5 % (half
percent) of the Project Cost over and above the additional amount,
if any payable for the first extension.
(d) In the event that Project Completion does not occur even within the
extended time period from the Scheduled Project Completion Date granted
to the Concessionaire by the Grantor, for any reason other than Force
Majeure or reasons attributable to the Grantor or any Government
Authority, as certified by the mutually accepted third party Expert, and
subject to any provisions of this Agreement providing for extension of time
for performance or excuse from performance, as the case may be, the
Grantor shall be entitled to invoke the Bank Guarantee and to further, at its
option, terminate this Agreement for an Concessionaire Event of Default in
accordance with the provisions of Article 11 hereof. Provided that, instead
of terminating this Agreement, the Grantor may, in its sole discretion extend
the time for achieving Project Completion on such terms and conditions, as
it deems appropriate.
(e) Notwithstanding the foregoing, in the event of any unforeseen delay in the
issuance of the environmental clearance from the Ministry of Environment
and Forests, Government of India, if required, the Grantor shall, extend the
Construction Period by the period of such delay.
(f) The Concessionaire shall commence Commercial Operations of the Project

Facility only after issuance of Completion Certificate by the Grantor/
Independent Engineer in respect thereof.
5.11 Marketing of the Project
(a) The Concessionaire shall be solely responsible for the marketing of the
Project. The Concessionaire shall be entitled to commence such marketing
at its cost and risk from the COD of MDOs Phase 1 and to accept advances,
premium, booking amounts and other considerations from such users from
such date; provided that Grantor shall not be liable in any manner
whatsoever to any Person in this behalf and the Concessionaire shall
disclose the same to such Users/ members.
(b) The Concessionaire shall ensure that the advertising and marketing of the
Project is carried out in a manner that is consistent with and not in
derogation of or conflict with any terms or provisions of this Agreement and
the Applicable Laws.

5.12 Operation and Maintenance of the Project
O&M Works
(a) Effective from date of Commercial Operations of a Project Facility and until
the end of the Concession Period, the Concessionaire shall undertake ,at its
cost and risk, the operation and maintenance of the Project Facility including
the buildings, the common areas, the landscape and other spaces, the
parking lots/spaces, the infrastructure, works, fire-fighting and other
systems and the common services and facilities, in accordance with the
provisions of this Agreement, including the Specifications and Standards,
Good Industry Practice, Applicable Laws and conditions of Applicable
Permits, by itself through O&M Contractor(s) or through suitable
management/service contractors, without in any way relieving the
Concessionaire of its responsibilities, obligations and liabilities as set out in
this Agreement; provided that the O&M Contractors shall be appointed not
less than 2 (two) months before the Scheduled Completion of Project
Construction. Within 2 (two) weeks of the appointment of such contractors
the Concessionaire shall inform the Grantor of their appointment.
(b) The Concessionaire shall exercise appropriate control over the O&M
Contractors and shall manage, direct, administer and supervise their
working so as to ensure compliance with the provisions of this Agreement.
(c) The Concessionaire shall at all times carry out or procure at its cost and
expense the O&M Works and maintain (including routine, regular, periodic
and preventive maintenance), provide, procure, manage, keep in good
operating repair and condition, renew, replace, restore, rectify and upgrade
to the extent reasonably necessary the Project , normal wear and tear
excepted, with the skill, diligence and expertise of operators of similar
facilities and in conformity with the provisions hereof, including the
Specifications and Standards and Good Industry Practice. All such
maintenance, repair and O&M Works shall be carried out in such a way as to
cause least inconvenience to users of the Project.
(d) The Concessionaire shall carry out the operation and maintenance of the
Project with the objective of providing quality service standards and
ensuring that the buildings, infrastructure, equipment, systems etc. are
maintained in an excellent state perfect operating condition, repair and
sanitation and that the Project is transferred to the Grantor upon

expiry/termination of this Agreement is in a perfect working condition,
normal wear and tear excepted, having regard to its construction, life and
use. The operation and maintenance of the Project/Project Facilities so as to
keep them in excellent operating condition is an essential condition of this
Agreement.
(e) The Concessionaire shall provide, manage, operate and maintain the Project
Facilities in accordance with the Specifications and Standards and Good
Industry Practice such that the Project is operated and run efficiently,
smoothly, continuously and without any hindrance or inconvenience to the
users thereof.
(f) The Concessionaire shall employ qualified and skilled personnel and
manpower to efficiently operate and manage the Project at its cost and
consequence.
(g) The Concessionaire shall make appropriate arrangements for security at the
Site and abide by the security regulations/procedures prescribed by the
Grantor or any Government Authority from time to time. The
Concessionaire may secure assistance of the police force for maintaining
security upon payment of routine charges for such services.
(h) The Concessionaire may charge a lump sum and/or periodic maintenance or
service fees for the operation and maintenance services provided by it to
the persons/users/entities availing the same.
(i) The Concessionaire or the Persons claiming through or under it shall be free
to determine the User Charges at market driven rates in respect of the use
of the Project or the goods, services, facilities or amenities provided thereat
and shall have the right to demand, collect, retain and appropriate and
revise the User Charges; provided that the same shall be in compliance with
the requirements, if any, under the Applicable Laws, terms of Applicable
Permits and Good Industry Practice.

5.13 Contractual Arrangements
(a) Subject to compliance with the provisions of this Agreement and the
Applicable Laws, the Concessionaire shall be entitled to undertake the
commercial development and use of the Project Facilities.
(b) Subject to the provisions of this Agreement, the Concessionaire may enter
into such Contractual Arrangements as it may deem fit and, effective from
the Commercial Operations Date of a Project Facility, grant in accordance
with the terms thereof the possession of the relevant area of the Project
Facility/Project Site to such Person (hereinafter the “Contractual Counter
Parties””) ; provided that the use of Project shall not comprise the
Prohibited Activities as for the applicable laws for the site jurisdiction and
also not in competition with the activities of Grantor.
(c) The Concessionaire may determine, demand, collect, revise, retain and
appropriate the User Charges for such Contractual Arrangements at rates
determined by the Concessionaire; provided such rates shall include the
revenue share between concessionaire and the contractual counter partiers
that shall not be less than the revenue share between the Grantor and the
Concessionaire.
(d) All Contractual Arrangements shall be subject to the following terms and
conditions:
ii. such Contractual Arrangements shall not contain any terms or

provisions inconsistent with or in derogation of any terms or
provisions of this Agreement;
iii. the terms and conditions of this Agreement are complied with and
as applicable form a part of such Contractual Arrangements and the
Contractual Counter Parties , if any, shall be bound by such terms
and conditions and be liable and accountable in respect thereof;
iv. the duration of such Contractual Arrangements shall be limited to

and be co-terminus with/not exceed the Concession Period herein;
v. all such Contractual Arrangements shall be determined and

terminated automatically and simultaneously on the expiry,
determination or termination of this Agreement/the Concession
Period, as the case may be;

vi. such Contractual Arrangements shall come into effect and operation
only upon the Concessionaire achieving the Commercial Operations
Date of the relevant Project Facility in accordance with the
provisions of this Agreement unless otherwise authorised by the
Grantor in writing. Provided that the Concessionaire can collect any
advance payments or deposits from the Contractual Counter Party
prior to the COD of the relevant Project Facility;
vii. the Concessionaire shall at its cost carry out or cause the operation
and the execution and existence of Contractual Arrangements which
shall not relieve the Concessionaire of its liability or obligations as
set out in this Agreement;
viii. the maintenance of the Project Facilities, including the common

areas and common facilities and amenities; provided that the
Concessionaire shall be entitled to charge, collect and retain lump
sum/monthly/periodic maintenance fees and charges at such rates
as it may determine in respect thereof from the Contractual Counter
Parties, users and other Persons availing the services and facilities of
the Project;
ix. the execution of Contractual Arrangements shall not relieve the

Concessionaire of its liability or obligations as set out in this
Agreement;
x. each Contractual Arrangement shall include provisions to the effect

that in case of a conflict, direct or indirect, between the provision of
this Agreement or the Land Lease Deed on the one hand and the
Contractual Arrangement on the other hand, the provisions of
Agreement or the Land Lease Deed, as the case may be, shall prevail
and such Contractual Arrangement shall stand modified to that
extent;
xi. the Concessionaire shall submit to the Grantor for its information
and record either a notarised true copy of the
agreements/documents or a copy duly certified by Statutory
Auditor/ Authorized Representative relating to the Contractual
Arrangements within 30 (thirty ) days of the date of execution,
modification or amendment thereof.

xii. the Concessionaire’s failure to comply with this Section shall be at
its cost, risk and consequence and constitute an Concessionaire
Event of Default that shall entitle the Grantor to terminate this
Agreement in accordance with the provisions of Article 11 hereof.
5.14 No Liability of Grantor for Contractual Arrangements
The Grantor shall not be liable in any manner whatsoever to any

Person in respect of or in connection with execution of
documents/agreements, matters, understandings and/or disputes
relating to the Contractual Arrangements between the
Concessionaire and such Person or otherwise or for the
Concessionaire’s contracts of the Concessionaire with any third
parties in relation to the Project. The Concessionaire shall indemnify
and keep indemnified the Grantor, its employees, agents,
representatives and consultants from and against all costs, losses,
damages, liabilities, proceedings, litigation, penalties etc. in this
behalf.
5.15 No Breach
(a) The Concessionaire shall not be considered to be in breach of its obligations

relating to the Project nor shall it incur or suffer any liability if and to the
extent performance of any such obligations is affected by or on account of
any of the following:
(i) Force Majeure Events, subject to provisions of Section 10;
(ii) a material delay, impediment, default or prevention due to or

caused by the Grantor or any Government Authority;
(iii) Compliance with the instructions or directions of the

Grantor/Independent Engineer/Consultant/ Expert/ any
Government Authority other than instructions issued as a
consequence of a breach or default by the Concessionaire of any of
its obligations hereunder;
(iv) Extensions granted under the provisions of this Agreement, or

specific extensions granted by the Grantor or extensions made by
the mutual agreement of the Parties (provided that the payments
required to be made by the Concessionaire under this Agreement in
respect of the grant of such extensions shall be paid);

(v) Measures taken to ensure the safe use of the Project Facilities
except when the unsafe conditions have been occasioned by the
Concessionaire’s failure to perform its obligations under this
Agreement.
(b) In the event of delay due to circumstances set forth in sub-section (a) above,
the Concessionaire shall be relieved of its obligations to the extent of such
delay and, upon written request, be granted an extension of the time equal
to the period of delay, as certified by the Independent Engineer/ Expert, for
fulfilling its obligations relating to the Project Facilities.
(c) Notwithstanding the above, the Concessionaire and the Grantor may,
mutually agree to extend the time period mentioned hereinabove for
reasons that they may deem expedient in the interest of the Project.

ARTICLE 6: CONCESSIONAIRE’S OBLIGATIONS
In addition to and not in derogation or substitution of any of the obligations, undertakings, terms and
conditions or covenants set out elsewhere in this Agreement, the concessionaire shall, without
qualification, at its own cost and expense observe, undertake, perform and comply during the concession
Period with the following obligations:
6.1 Deleted
6.2 Performance Security
a) The Concessionaire for due and punctual performance of its obligations hereunder relating to the
Project, has delivered to APCRDA, simultaneously with the execution of this Agreement, a bank
guarantee from a nationalized/ scheduled Indian bank acceptable to APCRDA, in the form as set forth in
Schedule 4, ("Performance Security”) for a sum of Rs. 2 Crores (Rupees Two Crore only). Till such time
the Concessionaire provides to Concessioning Authority, the Performance Security pursuant hereto, the
Bid Security shall remain in full force and effect. The Performance Security, in the form of a bank
guarantee shall be valid for an initial period of 36 (thirty six) months and shall be renewed 3 (three)
Months prior to its expiry, till the commencement of commercial operations of MDOs. It is clarified that
the Concessionaire shall be liable to restore the Performance Security to the full amount in case of part
encashment of the same by the Concessioning Authority during the course of Concession due to any
reason whatsoever. This shall be done within 30 (thirty) Days of any such part/full encashment. Failure
of the Concessionaire to provide a valid Performance Security and/or restore and maintain the
Performance Security in accordance with this Article shall entitle the Concessioning Authority to forth
with terminate this Agreement and also to forfeit the Bid Security and take appropriate legal action.
b) The Performance Security shall be kept valid till the COD of MDOs is achieved. Provided that if the
Agreement is terminated due to any event other than a Concessionaire Event of Default, the
Performance Security if subsisting as of the Termination Date shall, subject to APCRDA’s right to receive
amounts, if any, due from the Concessionaire under this Agreement be duly discharged and released to
the Concessionaire.
6.3 Financial Closure
a) The Concessionaire shall at their own cost; expenses and risk make such financing arrangements as
would be necessary to implement the project and to meet all of their obligations under this Agreement
in a timely manner.
6.4 Drawings
i The Concessionaire shall, subject to the Construction Requirements, follow drawings in accordance
with the approved DPR and the same shall be subject to review by APCRDA.
ii Notwithstanding any review or failure to review by or the comments/ observations of APCRDA, the
Concessionaire shall be solely responsible for the adequacy of the Drawings and their conformity
with the Construction Requirements/standard code of practice/technical guidelines as may be
applicable, and shall not be relieved or absolved in any manner whatsoever of any of its obligations
hereunder.
iii The Concessionaire shall be responsible for delays in meeting the Construction Requirements
caused by reason of any Drawings not being in conformity with the Construction Requirements, and
shall not be entitled to seek any relief in that regard from APCRDA.
Page 158 of 228

6.5 Project Implementation
(a) Concessionaire shall design, plan, develop, finance, construct, market, administer, manage
and operate and maintain the Project Facilities , including without limitation, the necessary
infrastructure, services and facilities, during the Concession Period in accordance with the
provisions hereof, including the international Specifications and Standards, Applicable
Laws, terms of Applicable Permits and Good Industry Practice. The Concessionaire shall, for
such purposes do all such acts, deeds and things, as may be required under this Agreement.
(b) In implementing the Project, the Concessionaire shall ensure compliance by itself and
Persons claiming through or under it with all Applicable Laws, including environmental
laws, and the terms of Applicable Permits and the Concessionaire shall be entirely liable for
any violations or breaches thereof and indemnify and keep indemnified the Grantor from
and against all liabilities and costs in this behalf.
(c) The Concessionaire may appoint Contractors to perform its obligations under this
Agreement; provided that the Concessionaire shall ensure that the Contractors function in
accordance with the terms and conditions of this Agreement and do not violate or cause of
breach of this Agreement. The Concessionaire shall indemnify and keep indemnified the
Grantor from and against all liabilities and costs in this behalf.
(d) The MDOs shall be deemed to be complete and ready for commercial operations only when
Completion Certificate is issued by the APCRDA in accordance with the provisions hereof.
S. No. Events Maximum Permissible Timeline

1 Issue of Letter of Acceptance After Price Bid Day (Say A)
(LOA)
2 Appointed Date Date of this agreement (Say B)
3 Performance Security Payment A+30 days
4 Submission of DPR by B+30 days

Concessionaire
5 Financial Closure B+90 days
6 Completion of Phase 1 MDOs B+365 days
Completion of Phase 2 MDOs B+730 days
7 Commercial Operation Date (COD) B+730 days
8 Undertaking training to local May be permitted prior to COD
youth in sailing/boating and only upon written request by
related activities APCRDA
6.6 Applicable Permits

(a) The Concessionaire shall obtain and maintain at its cost all Applicable Permits, including all
environmental permits, in conformity with the Applicable Laws and be in compliance
therewith. Subject to the Concessionaire complying with the Applicable Laws and Good
Industry Practice, the Grantor shall facilitate the securing of such consents, clearances and
Applicable Permits on best effort basis.
Page 159 of 228

(b) The Concessionaire shall expeditiously make the necessary applications to the relevant
Government Authorities for all Applicable Permits to meet the stipulated time frames in
this Agreement, for completion of the Works, to achieve various performance milestones, if
any, and to perform all of its other obligations under this Agreement. The Concessionaire
shall supply the appropriate particulars and details to such Government Authorities as may
be necessary to confirm that the Concessionaire fulfills the eligibility criteria to enable such
authority reasonably to consider the request for the grant of the relevant Applicable
Permits and, following the grant of any such Applicable Permits, the Concessionaire shall
maintain such Applicable Permits in full force and effect so long as it is necessary in order
for the Concessionaire to perform its obligations hereunder
6.7 Personnel and Labour
(a) The Concessionaire shall
(i) be solely and exclusively responsible for the recruitment, transportation,

accommodation, catering, payment of the salaries, wages and other payments and
costs incidental thereto, health, hygiene, safety etc. and all taxes, charges, levies,
duties payable under Applicable Laws arising from the respective terms and
conditions of employment of all labour and personnel employed by the
Concessionaire , its Contractors, agents and representatives on or in connection
with the Works or the Project Site under or through whatever legal relationship;
(ii) make efforts to maintain harmony and good industrial relations among the labour
and personnel employed in connection with the performance of the
Concessionaire’s obligations under this Agreement and be the principal employer in
respect of such labour and personnel. The Concessionaire shall be solely
responsible and liable for compliance with all Applicable Laws, including labour
(without limitation, The Employee Provident Fund & Misc. Provisions Act 1952,
Employees State Insurance Act 1948, Workmen’s Compensation Act 1923) and local
laws, pertaining to the employment of labour, staff and personnel by it and its
Contractors for implementing the Project
The employees of the Concessionaire and its Contractors shall at all times be the
responsibility of the Concessionaire and the Grantor shall not be liable in any
manner whatsoever in respect of such employees and their employment.
6.8 Subcontracting
(a) The Concessionaire may appoint at its cost and risk, appoint Contractors possessing the
requisite skill, expertise, capacity and technical and financial qualifications, any of its
Page 160 of 228
obligations under this Agreement, including the designing, engineering, procurement and
construction of civil / mechanical / electrical engineering structures / equipment, and / or
management and/or operation and maintenance of the Project Facilities or any part
thereof provided the Concessionaire shall at all times be solely responsible and liable for
any defect, deficiency or delay in the construction and erection of the
structures/equipment or any part thereof and for the management, operation and
maintenance of the Project in accordance with the provisions of this Agreement and
provided further that this does not result in the assignment of any of the rights vested with
the Concessionaire under this Agreement to the Contractors. The Concessionaire shall
ensure that any of its obligations, which are relevant to the scope of work of a Contractor
pursuant to this Agreement, are incorporated in the terms and conditions under which such
Contractor is retained.
(b) The Concessionaire shall supervise, monitor and control the activities of Contractors under
their respective Project Contracts as may be necessary.
(c) For the avoidance of doubt, it is hereby clarified that notwithstanding the appointment of a
Contractor by the Concessionaire for any of the aforesaid purposes, the Concessionaire
shall be liable for the performance of its duties and for the discharge of all its obligations
and responsibilities which it shall have towards the Grantor under this Agreement and the
appointment of Contractor(s) for any of the aforesaid purposes shall neither release nor
exonerate the Concessionaire from its obligations hereunder, including full and timely
compliance with the terms of this Agreement. The Concessionaire does hereby also agree
and acknowledge that it shall remain responsible for obligations performed or to be
performed by the Subcontractors to the same extent as if such obligations were to be
always performed by the Concessionaire and shall at all times be solely responsible for any
defect, deficiency or delay by the Contractor in the implementation of the
Project/execution of Works.
(d) The Concessionaire further undertakes and covenants that it shall be solely responsible for
all payments to be made to the Contractors and shall indemnify the Grantor and keep it
indemnified and harmless from and against any and all losses, claims, damages, liabilities,
costs (including reasonable attorneys' fees and disbursements) and expenses that the
Grantor may incur, insofar as such losses directly arise out of, in any way relate to, or result
from the non-performance by the Concessionaire of its obligations to the Contractors
including non-payment of any monies to such Contractors.
(e) The Concessionaire shall ensure that the Subcontractors are capable of discharging the
obligations under this Agreement for and on behalf of and in the name of the
Concessionaire and that any of its obligations, which are relevant to the scope of work of a
Subcontractor, pursuant to this Agreement, are incorporated in the terms and conditions
under which such Subcontractor is retained.
6.9 Transaction Document
Page 161 of 228

(a) The Concessionaire accepts and undertakes to ensure that the terms of all Transaction
Documents (including the agreements between the Concessionaire and Contractors/sub
contractors and any other Person(s), including vendors of goods and services, or between
any of these entities) shall be in conformity with the provisions of this Agreement (including
payment of a percentage of Gross Revenue share from all receipts related to the project
facilities whether collected by the concessionaire or its contractors/ sub contractors as per
the provisions of this agreement) and not in derogation of or conflict with the provisions
hereof. In the event of any conflict or inconsistency between such documents and this
Agreement, the provisions of this Agreement shall prevail. The Concessionaire further
undertakes that any agreement between itself and the Contractors and any other
Person(s), or between any of these entities, shall contain such terms and conditions as may
be necessary to ensure that the counter-party thereto is required to perform its part of the
agreement(s) in conformity with the Concessionaire’s obligations under this Agreement.
(b) The Concessionaire shall

(i) Provide to the Grantor notarised true copies of every Transaction Document duly
executed, to which the Concessionaire is a party, including any related instruments,
deeds, contracts, supplemental agreements and other such documents relating
thereto and of any amendments, supplements or replacements etc. thereof within
15 (fifteen) days of such execution or amendment etc.
(ii) Not make any replacement, modification or amendment to any of the Transaction
Documents at any time without the prior written consent of the Grantor if such
replacement, modification or amendment has or may have the effect of imposing
or increasing any financial liability or obligation on the Grantor and in the event any
replacement, modification or amendment is made without such consent, the
Concessionaire shall not enforce such replacement, modification or amendment
nor permit enforcement thereof against the Grantor.
(iii) Comply with its obligations set out in the Transaction Documents.
(iv) Ensure and procure that each Project Contract contains provisions that would
entitle Grantor or a nominee of the Grantor to step into such agreement at the
Grantor’s discretion, in place and substitution of the Concessionaire in the event of
termination pursuant to the provisions of this Agreement.
(v) Not enter into any material Transaction Document, including without limitation,
any Construction Contract or agreement with any associated party related to or in
connection with the Project unless the principal terms including consideration is
reviewed, assessed and approved by the Independent Engineer/Consultant
appointed by the Grantor, prior to the execution of any such contract.
6.10 Reporting Requirements

The Concessionaire and other third parties operating the project facilities shall provide to the
Grantor and the Independent Engineer/Consultant reports on a regular basis during the
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Concession Period in accordance with the provisions of this Agreement and at all times provide the
Grantor such information, data and documents as the Grantor may reasonably require.
6.11 Accidents and Safety

(i) Develop, implement and administer a surveillance and safety program for the
Project and the users thereof and its and the Contractors’ labour and personnel
engaged in the provision of any services under any of the Project Contracts,
including correction of safety violations and deficiencies, and taking of all other
actions necessary to provide a safe environment in accordance with Applicable
Laws and Good Industry Practice.
(ii) Take all reasonable precautions for the prevention of accidents on or about the
Project Site and provide all reasonable assistance and emergency medical aid to
accident victims.
(iii) Maintain liaison with emergency service providers and seek necessary police
assistance on payment of applicable charges for the provision of such services as
are not provided in the normal course or are available only on payment.
6.12 Taxes and Charges

The Concessionaire shall
pay in a timely manner all taxes (including property tax), duties, levies, cess and charges
including but not limited to income tax, sales tax, service tax, excise duty, customs duty
and octroi that may be levied, claimed or demanded from time to time by any
Government Authority including any increase therein effected from time to time from
any Government Authority, in respect of the Project.
pay all charges, taxes, fines, late fees and other outgoings in relation to the use of utilities
and services by the Concessionaire or its Contractors and agents during the
implementation and operation of the Project such as water supply, sewage disposal, fuel,
garbage collection and disposal, electric power, gas, telephone and other utilities and
ensure avoidance of any disruption thereof due to disconnection or withdrawal of the
facility.
6.13 Foreign Exchange Risk

The Concessionaire shall bear any risk on account of fluctuation in foreign exchange rates during
the Concession Period.
6.14 Contractual Arrangements

The Concessionaire shall undertake development of the Site and Project Facilities thereon and enter
into Contractual Arrangements in accordance with the provision of this Agreement,
6.15 Environment Management Plan
The Concessionaire shall comply with its obligations under the Environment Management Plan.
6.16 Marketing
The Concessionaire shall undertake marketing, public relations and brand building of the Project
and each of the Project Facilities at its cost and expense.
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6.17 Others
(i) maintain requisite insurance in accordance with the provisions hereof.
(ii) provide all assistance to the Grantor and the Independent Engineer/Consultant
/Experts as they may reasonably require for the performance of their duties and
services under this Agreement;
(iii) be responsible for safety, soundness and durability of the Project Facilities
including all structures forming part thereof and their compliance with the
Specifications and Standards.
(b) provide representatives of the Grantor, including those concerned with safety, security or
environmental protection, at reasonable time and upon reasonable notice, access to the
Project Site to review progress of construction and the operations of the Project and to
ascertain compliance with any of the requirements of the Agreement. Provided that any
failure on the part of the Grantor to inspect any works shall not, in relation to such works,
(i) amount to any consent or approval of the Grantor or shall the same be deemed to be a
waiver of any of the rights of the Grantor under this Agreement; and (ii) release or
discharge the Concessionaire from its obligations or liabilities under this Agreement in
respect of such work.
(c) provide or arrange at its cost during the Concession Period all on-site infrastructure
including power, electricity, water, sanitation, safe disposal of waste oil, sewage treatment
and disposal, drainage, solid and hazardous waste disposal, effluent treatment and disposal
and other utilities and facilities required from time to time in respect of the construction,
operation and maintenance of the Project/Project Facilities and be in compliance to the
requirements relating thereto under the Applicable Laws, terms of Applicable Permits and
Good Industry Practice and shall comply with Hazardous and Other Wastes (Management
and Transboundary Movement) Rules, 2016.
(d) The Concessionaire shall, if required, at its cost install meters to measure the consumption
of power and water. The Concessionaire shall, at its cost, make alternate and back up
arrangement for power, including but not limited to installation of generators and for
water, subject to the Concessionaire obtaining Applicable Permits if any.
(e) hand over the Project /Project Assets free from encumbrances and encroachments to the
Grantor or its nominated agency upon the expiry of concession period/termination of this
Agreement.
6.18 Additional Obligations during the Construction Period

The Concessionaire shall
(i) promptly commence construction and complete the Project Facilities in accordance
with the provisions of this Agreement, including the Project Implementation
Schedule and the Specifications and Standards, the terms of Applicable Permits, the
Applicable Laws and Good Industry Practice and achieve the Project Completion.
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(ii) entrust responsibility for project management and construction to professionally
competent Persons;
(iii) give priority to safety in its construction and planning activities and implementation
of any of the Work including having suitable illumination at night with barriers to
prevent third parties from being injured by the Works
(iv) promptly carry out at its cost such further Works as may be necessary to remove
any defects or deficiencies observed by the Independent Engineer/Consultant and
ensure completion of the construction of the Project in all respects in accordance
with the provisions of this Agreement;
(v) confine its activities to the Project Site and to any additional areas arranged by the
Concessionaire at its cost and not encroach upon, damage or degrade adjacent land
and be liable for all costs and consequences for its failure to do so;
(vi) Commence Commercial Operations of the Project Facilities only upon completion
of phase 1 MDOs and only upon issuance of the Completion Certificate in respect of
each of the Project Facilities, provided, upon written request of Grantor,
Concessionaire may undertake training of sailing/ boating and related activities to
local youth only upon issuance of completion certificate in respect of project
facilities required for commencement of training.
6.19 Resource Procurement, Operation and Maintenance
a) The Concessionaire shall operate and maintain the project facilities as per approved DPR made
available to APCRDA at the start of the COD as part of IMPLEMENTATION PLAN, which shall be part of
the approved DPR.
b) The Concessionaire shall be deemed to be in material breach , if APCRDA has determined that due to
breach of its obligations by the Concessionaire:
i. The maintenance of the Project Facility(ies) or any part thereof has deteriorated to a level which is
below the acceptance level prescribed by the approved DPR.
ii. There has been a serious or persistent breach in adhering to the approved DPR and thereby the
Project Facility(ies) or any part thereof is not safe for operations;
6.20 Insurance
a) Construction Period:
The Concessionaire shall at its cost and expense, purchase and maintain by re-instatement or
otherwise, for the Operations Period, insurance against:
i. loss, damage or destruction of the Project Facility(ies), at replacement value;
ii. the Concessionaire’s general liability arising out of the Concession;
iii. liability to third parties;
iv. any other insurance that may be necessary to protect the Concessionaire, its employees, visitors,
third parties, customers and its assets against loss, damage, destruction, business interruption or
loss of profit including insurance against all Force Majeure Events that are insurable.
b) Evidence of Insurance:
The Concessionaire shall maintain records of premium paid towards the Project Facilities and proof of
payments made shall be submitted to APCRDA whenever requested for.
c) Validity of Insurance:
The Concessionaire shall, from time to time, promptly pay insurance premium, keep the insurance
policies in force and valid throughout the Concession Period.
If at any time the Concessionaire fails to obtain or maintain in full force and effect any and all of the
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insurance required under this Agreement, APCRDA may at its option (but not being obliged to do so)
obtain and maintain such insurance and all sums incurred by APCRDA thereof shall be deducted from
the Performance security of the Concessionaire by APCRDA.
d) Application of Insurance Proceeds:
Proceeds of all insurance policies received shall be promptly applied by the Concessionaire towards
repair, renovation, restoration or re-instatement of the Project Facilities or any part thereof which may
have been damaged or destroyed. The Concessionaire shall carry out such repair, renovation,
restoration or re-instatement in such manner that the Project Facilities after such repair, renovation,
restoration or re-instatement be as far as possible in the same condition as it were prior to such
damage or destruction, normal wear and tear excepted.
6.21 Environmental and Safety Compliance
i. The Concessionaire shall obtain and maintain from time to time all necessary clearances from the
Pollution Control Board or any other similarly empowered Government Agency and for this purpose
shall carry out necessary studies and implement appropriate environment management plans, as may
be required, in respect of the Project Facilities.
ii. The Concessionaire shall ensure that all aspects of the Project Facilities during the Concession Period
and processes employed in the construction, operation and maintenance shall conform to the laws
pertaining to environment, health and safety aspects, policies and guidelines related thereto and
maintain from time to time all necessary clearances obtained by the Concessionaire.
iii. APCRDA may facilitate in obtaining such necessary clearances as may be required by the project.
6.22 Project Assets
a) Concessionaire shall at its own cost procure the Project Assets (Movable and fixed ) in accordance with
the specifications stipulated in RFP and/or internationally acceptable and practicing standards. The
Concessionaire shall operate and maintain all the Project Assets in accordance with the approved DPR
given by the concessionaire as part of IMPLEMENTATION PLAN, following Good Industry Practice as per
international standards throughout the Concession Period.
b) APCRDA shall certify that all the Project Assets purchased/ built by the Concessionaire are as per the
specifications provided in this Agreement.
c) In case the APCRDA certifies that any Project Assets procured are not as per the specifications provided
in this Agreement, APCRDA shall send a notice to the Concessionaire to replace those Project Assets.
6.23 Maintenance and Certification of Records
Concessionaire shall maintain accounting records of the project as per the prevailing law in India.
Such accounting records shall be duly audited by the statutory Auditor. Such records shall also be
available for scrutiny by the APCRDA.
6.24 Shareholding
The Concessionaire shall ensure that Applicant/Consortium members hold equity as per the
shareholding pattern submitted to APCRDA as per the terms and conditions set out in RFP.
6.25 Indemnity by Concessionaire
The Concessionaire shall indemnify and hold harmless APCRDA and their employees from and against
all claims, damages, losses and expenses arising out of or resulting from Concessionaire’s negligence
or breach in execution of the Construction Works and any activity incidental thereto.
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6.26 General Obligations
The Concessionaire shall at its own cost and expense:

a) investigate, study, design, construct, operate and maintain the Project Facilities in accordance
with the provisions hereof;
b) obtain all Applicable Permits as required by or under the Applicable Law and be in compliance
thereof at all times during the Concession Period;
c) comply with Applicable Law governing the operations of the Project Facilities, as the case
may be, at all times during the Concession Period;
d) ensure that Project Agreement contains provisions that would entitle APCRDA or a nominee
of APCRDA to step into the same at APCRDA's discretion, in place and substitution of the
Concessionaire, pursuant to the provisions of this Agreement
e) procure and maintain in full force and effect, as necessary, appropriate proprietary rights,
licenses, agreements and permissions for materials, methods, processes and systems used in
or incorporated into the Project;
f) make efforts to maintain harmony and good industrial relations among the personnel
employed in connection with the performance of its obligations under this Agreement and
shall be solely responsible for compliance with all labor laws and solely liable for all possible
claims and employment related liabilities of its staff employed in relation with the Project and
hereby indemnifies APCRDA against any claims, damages, expenses or losses in this regard
and that in no case and shall for no purpose shall APCRDA be treated as employer in this
regard;
g) be responsible for all the health, security, environment and safety aspects of the Project
Facilities, as the case may be, at all times during the Concession Period;
h) ensure that land area remains free from all encroachments and take all steps necessary to
remove encroachments, if any;
i) upon receipt of a request thereof, afford access to the Project Facilities to the authorized
representatives of APCRDA for the purpose of ascertaining compliance with the terms,
covenants and conditions of this Agreement and to any Government Agency having
jurisdiction over the Project, including those concerned with safety, security or
environmental protection to inspect the Project Facilities and to investigate any matter
within their authority and upon reasonable notice, the Concessionaire shall provide to such
persons assistance reasonably required to carry out their respective duties and functions.
j) Pay all taxes, duties and outgoings, including utility charges relating to the Project Facilities,
as applicable throughout the Concession Period.
k) Make its own arrangements for the engagement of the employees and labor engaged for
execution of the Construction Work following applicable laws on minimum wages and other
employee benefit schemes.
l) Keep in the registered office of SPC, two complete sets of this Agreement, approvals given by
the APCRDA and any other communication given or issued under provisions hereof for
inspection, verification and use by the APCRDA or any authority authorized by law to inspect
the same or any of them.
m) Provide and maintain all necessary welfare facilities for its staff and labor. The Concessionaire
shall not permit any of its employees to maintain any temporary or permanent living quarters
within the structures forming a part of the project facilities.
n) Employ adequate number of appropriately qualified, skilled and experienced persons in
order to execute the Construction Works.
o) Take reasonable precautions to prevent any unlawful, riotous or disorderly conduct by or
amongst its staff and labor and to preserve peace and protection of persons and property in
the neighborhood.
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6.27 No Breach of Obligations
The Concessionaire shall not be considered to be in breach of its obligations under this Agreement nor
shall it incur or suffer any liability if and to the extent performance of any of its obligations under this
Agreement is affected by or on account of any of the following:
a. Force Majeure Event, subject to Article 10.1;

b. APCRDA Event of Default;
c. Compliance with the instructions of APCRDA or the directions of any Government Agency other than
instructions issued as a consequence of a breach by the Concessionaire of any of its obligations
hereunder;
d. Closure of the Project Facilities or part thereof with the approval of APCRDA.
6.28 Access and Assured Availability of the Project Facilities
The Concessionaire shall, at all times during the Concession Period, allow access to and usage of
Project Facilities to APCRDA / Person nominated by APCRDA. Further, public in general including
tourists, visitors, local people, etc. shall have free and uninterrupted access to the project including
free access for usage of washrooms and drinking water facility inside the project, except access for
the usage of paid project facilities and concessionaire shall have no objection for the same.
6.29 Expenses towards Statutory Deposits and Charges
In case APCRDA pays service charges towards connection of utilities to the Project Facilities, other
taxes such as water tax and sewerage charges for the Project, the Concessionaire shall reimburse
these charges to APCRDA.
6.30 Others
In the event of any action or suit to prevent, prohibit or otherwise challenge the Project by any
Government Authority, trade union, environmental group or any other Person or organization,
which might reasonably be expected to materially and adversely affect the Project Assets, the
implementation of the Project or the enjoyment by the Concessionaire of its rights and benefits
under the Concession granted herein, the Grantor shall, if requested by the Concessionaire in
writing, on a best effort basis, take such reasonable action as is available to it to challenge and to
mitigate such effects.
The Grantor shall provide reasonable assistance to the Concessionaire in procuring the necessary
licenses, no-objection certificates and/or Applicable Permits for exercising necessary authority to
regulate the law and order situation within the Project / Site subject to and in accordance with the
Applicable Laws. However, notwithstanding anything contained herein, the Concessionaire shall be
liable to undertake its own assessment of the Applicable Permits required in connection with the
Project.
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ARTICLE 7: APCRDA’s OBLIGATIONS
In addition to and not in derogation or substitution of any of its other obligations under this Agreement,
APCRDA shall have the following obligations:
7.1 Specific Obligations
a) APCRDA shall handover the possession of the land to the Concessionaire as specified in article 3 of this
agreement on ‘as is where is basis’;
b) Prior to handover of the land to the Concessionaire, APCRDA shall remove all encroachments from the
land;
c) Other obligations under Grantor’s conditions precedent as specified under article 3.
7.2 General Obligations
APCRDA shall upon written request from the Concessionaire,

a) facilitate in obtaining access to all necessary infrastructure facilities and utilities, including water,
electricity and telecommunication facilities at rates and on terms no less favorable to the
Concessionaire than those generally available to commercial customers receiving substantially
equivalent facilities/utilities;
b) assist the Concessionaire in obtaining police assistance, upon payment of prescribed costs and charges,
if any, for traffic regulation, patrolling and provision of security on the Project Facilities and
implementing this Agreement in accordance with the provisions hereof;
c) Observe and comply with all its obligations set forth in this Agreement.
7.3 Environmental and Safety Compliance
The Concessionaire shall obtain and maintain from time to time all necessary clearances from the
Pollution Control Board or any other similarly empowered Government Agency and for this purpose,
shall carry out the necessary studies and implement appropriate environment management plans, as
required, in respect of the Project Facilities. APCRDA shall facilitate on best effort basis in obtaining
approvals at the cost of concessionaire.
7.4 Applicable Permits
i. The Grantor shall, at the request of the Concessionaire , grant Applicable Permits with
reasonable promptness that are in its authority and capacity to grant and, as the case may be,
assist but without guarantees and/or without assuming any responsibility in that behalf and
issue recommendatory letters and make best efforts to assist the Concessionaire in obtaining
all the Applicable Permits from Government Authorities, Concessions to import equipment and
materials required for the Project and immigration clearances, employment permits and
residential premises for any foreign personnel engaged or employed by the Concessionaire in
connection with the implementation of the Project, including renewals thereof; provided that
nothing contained in this provision shall relieve the Concessionaire of its obligations under this
Agreement to obtain the Applicable Permits and of being in compliance with the requirements
of the same, provided further that the Concessionaire (i) provides to the Grantor all necessary
relevant details and other information as may reasonably be required by the Grantor and (ii)
keeps the Applicable Permits in force and effect throughout the Concession Period.
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ii. Upon written request from the Concessionaire, , assist the Concessionaire in obtaining access
to all necessary infrastructure facilities and utilities, including water, sewerage, electricity and
telecommunication facilities at rates and on terms no less favourable to the Concessionaire
than those generally available to commercial customers receiving substantially equivalent
facilities/utilities.
7.5 Tax Benefits
In cases found appropriate the Grantor may, at the request of the Concessionaire, issue
recommendatory or supporting letters to any Government Authority recommending tax or duty
concessions/ benefits to the Concessionaire / the Project.
7.6 Not Applicable
7.7 Nodal Officer or Independent Engineer
a) The Grantor shall nominate a Nodal Officer from their Engineering Department or
Project Advisor for monitoring the Progress of the Project, and/ or alternatively, the
Grantor may decide to hire the services of an Independent Engineer/Consultant. The
Nodal Officer/Project Advisor and/or Independent Engineer, as the case may be, shall
monitor the implementation of the Project, review and approve on behalf of Grantor,
the DPR and the Designs and Drawings, conduct on behalf of the Grantor the periodic
verification of the progress in the construction. Grantor will hire the services of the
Independent Engineer/Consultants, if required, who shall discharge the duties and
functions substantially in accordance with the terms of set forth in Appendix 10 and
elsewhere in this Agreement. The Nodal Officer/Independent Engineer shall pursue the
Concessionaire for submission of periodic reports (at least once every quarter) in
respect of its functions.
It is hereby clarified that wherever in this Agreement any certification or verification

has been stated to be needed or undertaken by the Independent Engineer, the same
shall be done or undertaken by the Nodal Officer in the event no Independent Engineer
has been appointed.
In case, Grantor hires the services of Independent Engineer/Consultant, the cost and
expenses of the same shall be borne entirely by the Concessionaire and an amount
equivalent to two months retainer of the Independent Engineer/Consultant shall be
retained in the Escrow Account to ensure the due payment to the Independent
Engineer.
b) For appointment of the Independent Engineer, the following process shall be followed:
i. Grantor shall provide a list of five firms of Independent Engineers,

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ii. The concessionaire shall select three firms out of the list of firms provided by the
Grantor.
iii. The Grantor shall finalise one among the three.
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ARTICLE 8: PENALTIES AND FINES
8.1 Performance Penalties

Concessionaire is bound to perform as per terms and conditions laid down in the Tender
Documents including RFP, and the Concession Agreement. Non-performance or lack of
performance shall be viewed seriously resulting into levy of monetary penalties as prescribed
below.
If the Concessionaire fails to make the lease rental payments on advance basis and yearly
enhancement of advance lease rentals within the stipulated period, a penalty @ 18% per annum on
the outstanding amounts would be effective from the 1st of the due month of the year in which the
payment is due. APCRDA further reserves the right to forfeit the performance guarantee paid by
the Concessionaire. APCRDA shall terminate the agreement with the Concessionaire for failure to
make the lease payments, as per the terms of Agreement.
In the event of delay or default in payment of ADP or Revenue Share to APCRDA beyond the due
date provided herein, the concessionaire shall be liable to pay penal interest to the Grantor on the
due amount at the rate of 18 % (Eighteen Percent) per annum from and including the due date and
excluding the date of payment.
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ARTICLE 9: CHANGE OF SCOPE
9.1 Change of Scope
APCRDA may, notwithstanding anything to the contrary contained in this Agreement, require provision
of such addition/ deletion to the project facilities, which are beyond the scope of Project as
contemplated by this Agreement (“Change of Scope”), provided such changes do not adversely affect
the COD. All such changes shall be made by APCRDA by an order (the “Change of Scope Order”) issued
in accordance with the procedure set forth in this Article.
9.2 Procedure for Change of Scope
a) APCRDA shall whenever it desires provision of addition/ deletion of items of work and services
referred to in Articles above, issue to the Concessionaire a notice of change of scope.
(The “Change of Scope Notice”)
b) Upon receipt of such Change of Scope Notice, the Concessionaire shall within 15 days provide to
APCRDA such information as is necessary and reasonable together with preliminary documentation
in support of the following:
i. the impact, if any, which the Change of Scope is likely to have on the COD if the work is
required to be carried out before COD, and
ii. the cost to the Concessionaire of complying with such Change of Scope Notice (the options
suggested for implementing the proposed Change of Scope and the effect, if any, each such
option would have the costs and time for the implementation thereof including a detailed
breakdown by work classifications.
iii. Provided, however, that the cost of providing such information shall be adjusted in the
payments to be made by the Concessionaire, to the extent such costs are reasonable as per
APCRDA.
c) If APCRDA desires, after receipt of information set forth in Sub-Article 1.2(b) to proceed with the
Change of Scope, it shall convey the desired option (with or without modification) to the
Concessionaire by issuing a Change of Scope Order and thereupon the Parties shall make good faith
efforts to mutually agree upon the costs and time for implementing of the same. Upon reaching an
agreement relating to such costs and time, APCRDA shall issue a written confirmation of the Change
of Scope and thereupon the Concessionaire shall proceed with performance of such order. In the
event, the Parties are unable to agree, APCRDA may, by issuing a confirmation in writing of such
Change of Scope Order, require the Concessionaire to proceed with the performance of the Change
in Scope Order pending resolution of such dispute.
d) A Change of Scope Order will be effective and binding upon issuance of a confirmation of such
Change of Scope Order by APCRDA. Notwithstanding a dispute regarding cost and time for
implementation of such Change of Scope Order, the Concessionaire shall proceed with the
performance of such Change of Scope Order promptly following APCRDA’s confirmation. Pending
resolution of such dispute, APCRDA shall, suitably compensate the Concessionaire through
adjustments in the payments to be made to APCRDA, if the Change of Scope Order involves
increase in bill of quantities an amount equal to the costs as approved by APCRDA.
e) All claims by the Concessionaire pursuant to this Article shall be supported by such documentation
as is reasonably sufficient for APCRDA to determine the accuracy thereof, including invoices from
Contractors and certification of such claims by the Statutory Auditors.
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ARTICLE 10: FORCE MAJUERE
10.1 Force Majeure Event
Any of the following events which is beyond the control of the Party claiming to be affected thereby
(“Affected Party”) and which the Affected Party has been unable to overcome or prevent despite
exercise of due care and diligence, and prevents the Affected Party from performing or discharging
its obligations under this Agreement, shall constitute Force Majeure Event:
(a) earthquake, flood, inundation and landslide

(b) storm, tempest, hurricane, cyclone, lightning, thunder or other extreme atmospheric
disturbances
(c) fire caused by reasons not attributable to the Concessionaire or any of the employees,
Contractors or agents appointed by the Concessionaire for purposes of the Project;
(d) acts of terrorism;
(e) strikes, labor disruptions or any other industrial disturbances not arising on account of the acts
or omissions of the Concessionaire or the Contractor;
(f) action of a Government Agency having Material Adverse Effect including but not limited to
i. Acts of expropriation, compulsory acquisition or takeover by any Government Agency of
the Project Facilities or any part thereof or of the Concessionaire’s or the Contractor’s
rights in Contractor’s rights under any of the Project Agreements.
ii. any judgment or order of a court of competent jurisdiction or statutory authority in India
made against the Concessionaire or the Contractor in any proceedings which is non-
collusive and duly prosecuted by the Concessionaire, and
iii. any unlawful, unauthorized or without jurisdiction refusal to issue or to renew or the
revocation of any Applicable Permits, in each case, for reasons other thanConcessionaire’s
or the Contractor’s breach or failure in complying with the Project Requirements,
Applicable Laws, and Applicable Permits, any judgment or order of a Governmental Agency
or of any contract by which the Concessionaire or the Contractor as the case may be is
bound.
(g) Early determination of this Agreement by APCRDA for reasons of national emergency, national
security or the national interest.
(h) Any failure or delay of a Contractor caused by any of the events mentioned in (f) and (g) above,
for which no offsetting compensation is payable to the Concessionaire by or on behalf of the
Contractor.
(i) War, hostilities (whether declared or not), invasion, act of foreign enemy, rebellion, riots,
weapon conflict or military actions, civil war, ionizing radiation, contamination by radioactivity
from nuclear fuel, any nuclear waste, radioactive toxic explosion, volcanic eruptions, any failure
or delay of a Contractor caused by the events mentioned in this sub-Article for which no
offsetting compensation is payable to the Concessionaire by or on behalf of the Contractor.
10.2 Materially Adverse Government Action Events
"Materially Adverse Government Action" shall mean any act or omission, after the date hereof, by
the Government of India, the Contracting Authority or any Relevant Authority which causes a
materially adverse effect on the Project Facilities , Waste Collection, Storage and Transportation ,
except in so far as such act or omission is necessary on grounds of public safety.
Materially Adverse Government Action shall include, but shall not be limited to, the following:
(a) the expropriation, requisition, confiscation or nationalization of the Concession Rights;
(b) the imposition of any blockade, embargo, rationing or allocation;
(c) any imposition or Change in Law directly targeted at the Concession and/or discriminatory
against the Concessionaire or private sector waste handling companies or private sector
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operators of public infrastructure assets in India and any imposition or Change in Law which
specifically refers to the provisions of services similar to the Waste Collection, Storage,
Transportation in relation to the Concession, except for a Change in Law resulting from the
adoption of a new Act which shall not qualify as a Material Adverse Government Action; and
(d) The unreasonable refusal to grant or withdrawal of any Approval necessary for the
Concessionaire or to perform Waste Collection, Storage and Transportation Services.
(e) Notice of Materially Adverse Government Action In the event that any Materially Adverse
Government Action occurs, the Concessionaire shall, as soon as practicable after becoming
aware of such Materially Adverse Government Action, give written notice to the Contracting
Authority specifying the event or situation which the Concessionaire considers as a Materially
Adverse Government Action and its likely consequences for the Concessionaire (the "Notice of
Materially Adverse Government Action").
(f) Suspension of Performance Due to Materially Adverse Government Action, provided the
Concessionaire has given the Notice of Materially Adverse Government Action, the
Concessionaire shall not be liable and the Contracting Authority shall not be entitled to
terminate this Agreement, for any delay or failure by the Concessionaire in the performance of
any of its obligations under this Agreement to the extent that such performance is prevented
by the Materially Adverse Government Action.
10.3 Continuing Materially Adverse Government Action
The Parties shall consult each other in order to reach a mutually satisfactory solution to restore the
Concessionaire to the position it would have been in had such Materially Adverse Government
Action not occurred. If the Parties fail to reach an agreement on a mutually satisfactory solution,
any Party may refer the issue to arbitration in accordance with Article 12.2.
10.4 Termination Due to Materially Adverse Government Action
Except as provided in Article 11, in the event the Parties fail to reach a mutually satisfactory
solution within one hundred and twenty (120) Business Days of the commencement of the
discussions mentioned in Article 10.3 the Concessionaire shall have the right to terminate this
Agreement by written notice (the "Materially Adverse Government Action Termination Notice")
to the Contracting Authority and this Agreement shall then immediately terminate.
10.5 Obligations of the Parties
(a) As soon as practicable and in any case within 10 (Ten) days of the date of occurrence of a Force
Majeure Event or the date of knowledge thereof, the Affected Party shall notify the Authority
setting out, inter alia, the following in reasonable detail:
i. the nature and extent of the Force Majeure Event;
ii. the estimated duration of the Force Majeure Event;
iii. the nature of and the extent to which, performance of any of its obligations under this
Agreement is affected by the Force Majeure Event;
iv. the measures which the Affected Party has taken or proposes to take to alleviate/mitigate the
impact of the Force Majeure Event and to resume performance of such of its obligations
affected thereby; and
v. Any other relevant information concerning the Force Majeure Event, and /or the rights and
obligations of the Parties under this Agreement.
(b) As soon as practicable and in any case within five (5) days of notification by the Affected Party in
accordance with the preceding Article 10.5(a), the Parties shall meet and hold discussions in good
faith and where necessary conduct physical inspection/survey of the Project Facilities in order to:
i. Assess the impact of the underlying Force Majeure Event,
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ii. To determine the likely duration of Force Majeure Event and,
iii. To formulate damage mitigation measures and steps to be undertaken by the Parties for
resumption of obligations, the performance of which shall have been affected by the
underlying Force Majeure Event.
(c) The Affected Party shall during the duration of Force Majeure event provide to the other Party with
regular (not less than fortnightly) reports concerning the matters set out in the preceding Article
10.5(b) as also any information, details or document, which the Parties may reasonably require.
10.6 Performance of Obligations
If the Affected Party is rendered wholly or partially unable to perform any of its obligations under
this Agreement because of a Force Majeure Event, it shall be excused from performance of such
obligations to the extent it is unable to perform the same on account of such Force Majeure Event
provided that:
(a) due notice of the Force Majeure Event has been given
(b) the excuse from performance shall be of no greater scope and of no longer duration than is
necessitated by the Force Majeure Event
(c) the Affected Party has taken all reasonable efforts to avoid, prevent, mitigate and limit damage, if
any, caused or is likely to be caused to the Project Facility(ies) as a result of the Force Majeure
Event and to restore the Project Facility(ies) , in accordance with the Good Industry Practice and its
relative obligations under this Agreement
(d) when the Affected Party is able to resume performance of its obligations under this Agreement, it
shall give to the other Party written notice to that effect and shall promptly resume performance
of its obligations hereunder, the non-issue of such notice being no excuse for any delay for
resuming such performance
(e) the Affected Party shall continue to perform such of its obligations which are not affected by the
Force Majeure Event and which are capable of being performed in accordance with this Agreement
(f) Any insurance proceeds received shall, subject to the provisions of Financing Documents, be
entirely applied to repair, replace or re-instate the assets damaged on account of the Force
Majeure Event, or in accordance with Good Industry Practice.
10.7 Termination due to Force Majeure Event
(a) Termination
(b) If Termination is on account of a Non-Political Event, the Authority shall make a Termination
Payment to the Concessionaire in an amount equal to 90% (ninety per cent) of the Debt Due less
Insurance Cover.
(c) If Termination is on account of an Indirect Political Event, the Authority shall make a Termination
Payment to the Concessionaire in an amount equal to:
(a) Debt Due less Insurance Cover; provided that if any insurance claims forming part of the
Insurance Cover are not admitted and paid, then 80% (eighty per cent) of such unpaid claims shall
be included in the computation of Debt Due; and
(b) 110% (one hundred and ten per cent) of the Adjusted Equity.
(d) If Termination is on account of a Political Event, the Authority shall make a Termination Payment to
the Concessionaire in an amount that would be payable under Clause 11.6 as if it were an Authority
Default.
i. If a Force Majeure Event, is an event described under Articles 10.1(a) to 10.1(e) and 10.1(i),
continues or is in the reasonable judgment of the Parties likely to continue beyond a period of
120 days, the Parties may mutually decide to terminate this Agreement or continue this
Agreement on mutually agreed revised terms. If the Parties are unable to reach an agreement
in this regard, the Affected Party shall after the expiry of the said period of 120 days, be
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entitled to terminate this Agreement.
ii. If the Force Majeure Event is an event described in Article10.1 (f), 10.1 (g) or 10.1 (h) and the
Concessionaire having exhausted the remedies available to him under the Applicable Laws, has
been unable to secure the remedy, the Concessionaire shall be entitled to terminate this
Agreement.
Provided that the Parties may by mutual agreement, decide to continue this Agreement on revised
terms or to terminate this Agreement, if the event described in Article10.1 (f), 10.1 (g) or 10.1 (h)
subsists or is likely to subsist for a period exceeding 180 days, then either Party shall be entitled to
terminate this Agreement.
Provided further, APCRDA may at its sole discretion have the option to terminate this Agreement
any time after the occurrence of any event described under Articles 10.1(f), 10.1(g) or 10.1(h).
(e) Termination Notice

If either Party, having become entitled to do so, decides to terminate this Agreement pursuant to
the preceding Article 10.7(a) (i) or (a) (ii), it shall issue Termination Notice setting out:
i. in sufficient detail the underlying Force Majeure Event
ii. the Termination Date which shall be a date occurring not earlier than 60 days from the date of
event
iii. Termination Notice
iv. the estimated Termination Payment including the details of computation thereof and
v. Any other relevant information.
(f) Obligation of Parties
Following issue of Termination Notice by either Party, the Parties shall promptly take all such steps
as may be necessary or required to ensure that
i. The Termination Payment, if any, payable by APCRDA in accordance with the following Article is
paid to the Concessionaire on the Termination Date and
ii. The Project Facilities are handed back to APCRDA by the Concessionaire on the Termination
Date free from all Encumbrances.
(g) Termination Payment
Upon Termination of this Agreement due to a Force Majeure Event, Termination Payment shall be
made to the Concessionaire by APCRDA in accordance with the following:
i. If Termination is due to a Force Majeure Event, described under Articles 10.1(a) to 10.1(e), and
(g) no Termination Payment shall be made by APCRDA to the Concessionaire but, the
Concessionaire shall be entitled to receive and appropriate the proceeds of any amounts under
insurance policies. In case APCRDA decides to take over the movable assets financed by the
lender Bank or substitute the Concessionaire with another entity, it may do so by undertaking
to discharge future liabilities towards the bank. Liabilities till date of termination shall be
discharged by the Concessionaire.
If Termination is due to the occurrence of any event described under Articles 10.1(f) , APCRDA
shall pay amount to the Concessionaire equal to debts owed including outstanding principal
balance and interest owed on Termination Date and share capital contributed by the
shareholders toward paid up equity capital of SPV.
Provided further that the Concessionaire shall pay any amount due to and recoverable by
APCRDA from the Concessionaire as on the Termination Date.
ii. If Termination is due to the occurrence of any event described under Article 10.1 (h) or (i),
APCRDA shall not pay any amount to the Concessionaire.
Provided further that the Concessionaire shall pay any amount due to and recoverable by
APCRDA from the Concessionaire as on the Termination Date.
10.8 Liability for other losses, damages etc.

Save and except as expressly provided in this Article, neither Party hereto shall be liable in any
manner whatsoever to the other Party in respect of any loss, damage, cost, expense, claims,
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demands and proceedings relating to or arising out of occurrence or existence of any Force
Majeure Event.
10.9 Changes in Law
(a) Change in Law shall mean the occurrence or coming into force of any of the following, after the
Bid Submission Due Date:
i. The enactment of any new Indian law;

ii. The repeal, modification or re-enactment of any existing Indian law;
iii. A change in the interpretation or application of any Indian law by a court of record.
Provided that Change in Law shall not include:
a. Coming into effect, after the Bid Submission due date, of any provision or
statute which is already in place as of the Bid Submission Due Date,
b. Any new law or any change in the existing law under the active consideration of
or in the contemplation of any government as of the Bid Submission Due Date
which is a matter of public knowledge.
c. Any change in the rates of the Central Taxes.
(b) Upon occurrence of a Change in Law, the Concessionaire may, notify APCRDA of the following:
i. The nature and the impact of Change in Law on the Project
ii. In sufficient detail, the estimate of the Additional Cost likely to be incurred by the
Concessionaire on account of Change in Law
iii. The measures, which the Concessionaire has taken or proposes to take to mitigate the
impact of Change in Law, including in particular, minimize the Additional Cost.
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ARTICLE 11: EVENTS OF DEFAULT AND TERMINATION
11.1 Events of Default
Event of Default shall mean either Concessionaire Event of Default or APCRDA Event of Default or
both as the context may admit or require.
a) Concessionaire Event of Default
Any of the following events shall constitute an Event of Default by the Concessionaire
("Concessionaire Event of Default") unless such event has occurred as a result of one or more
reasons set out in Article 6.17:
i. The Concessionaire has failed to adhere to RFP and such failure, in the reasonable estimation
of APCRDA, is likely to delay achievement of COD beyond specified time.
ii. The Concessionaire has failed to achieve COD within stipulated time period for any reason
whatsoever
iii. At any time during the Concession Period, the Concessionaire fails to adhere to the Project
Implementation Requirements and has failed to remedy the same within 60 days
iv. The Concessionaire has failed to make any payments due to APCRDA and more than 60 days
have elapsed since such payment became due
v. The Concessionaire is in Material Breach of any of its obligations under this Agreement and
the same has not been remedied for more than 60 days;
vi. Any representation made or warranty given by the Concessionaire at the time of submission
of RFP and under this Agreement is found to be false or misleading;
vii. A resolution has been passed by the shareholders of the Concessionaire for voluntary winding
up/ dissolution of the Concessionaire;
viii. Any petition for winding up of the Concessionaire has been admitted and liquidator or
provisional liquidator has been appointed or the Concessionaire has been ordered to be
wound up by Court of competent jurisdiction, except for the purpose of amalgamation or
reconstruction with the prior consent of APCRDA, provided that, as part of such
amalgamation or reconstruction and the amalgamated or reconstructed entity has
unconditionally assumed all surviving obligations of the Concessionaire under this
Agreement;
ix. The Concessionaire has abandoned the Project Facility(ies) ;
x. The Concessionaire has repudiated this Agreement or has otherwise expressed an intention
not to be bound by this Agreement;
xi. The Concessionaire has suffered an attachment levied on any of its assets which has caused
or is likely to cause a Material Adverse Effect on the Project and such attachment has
continued for a period exceeding 90 days
xii. The Consortium formed for the purpose of the Project is changed by the Concessionaire
without the consent of APCRDA.
b) APCRDA Event of Default

Any of the following events shall constitute an event of default by APCRDA ("APCRDA Event of
Default”), when not caused by a Concessionaire Event of Default or a Force Majeure Event:
i. APCRDA has failed to provide the Sites to the Concessionaire as per the provisions of this
agreement.
ii. APCRDA is in Material Breach of any of its obligations under this Agreement and has failed to
cure such breach within 120 days of receipt of notice thereof issued by the Concessionaire.
iii. APCRDA has repudiated this Agreement or otherwise expressed its intention not to be bound
by this Agreement without giving reasons
iv. APCRDA has unreasonably withheld or delayed of any approval or permission which the
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Concessionaire is obliged to seek under this Agreement, and thereby caused or likely to cause
Material Adverse Effect.
vii. Any governmental action not arising out of a breach, default or lapse on the part of the
Concessionaire, whereby the Concession/ this Agreement becomes inoperable or takeover by
any government agency of the Project/ Project Facilities or any part thereof, thereby causing
Material Adverse Effect.
viii. Any representation made or warranties given by the APCRDA under this Agreement has been
found to be false or misleading.
11.2 Termination due to Event of Default
a. Termination for Concessionaire Event of Default

i. Without prejudice to any other right or remedy which APCRDA may have in respect thereof
under this Agreement, upon the occurrence of a Concessionaire Event of Default, APCRDA
shall be entitled to terminate this Agreement in the manner as set out under Article 11.2.
Provided however that upon the occurrence of a Concessionaire Event of Default as
specified under Article 11.1(a), APCRDA may immediately terminate this Agreement by
issue of Termination Notice in the manner set out under Article 11.3.
ii. If APCRDA decides to terminate this Agreement pursuant to preceding Article 11.2 a. (i), it
shall in the first instance issue Preliminary Notice to the Concessionaire. Within 30 days of
receipt of the Preliminary Notice, the Concessionaire shall submit to APCRDA in sufficient
detail, the manner in which it proposes to cure the underlying Event of Default (the
“Concessionaire's Proposal to Rectify”). In case of non-submission of the Concessionaire's
Proposal to Rectify within the said period of 30 days, APCRDA shall be entitled to terminate
this Agreement by issuing Termination Notice, and to appropriate the Performance
Security, if subsisting.
iii. If the Concessionaire's Proposal to Rectify is submitted within the period stipulated
therefore, the Concessionaire shall have further period of 30 days (“Cure Period”) to
remedy/ cure the underlying Event of Default. If, however the Concessionaire fails to
remedy/ cure the underlying Event of Default within such further period allowed, APCRDA
shall be entitled to terminate this Agreement, by issue of Termination Notice and to
appropriate Performance Security, if subsisting.
b. Termination for APCRDA Event of Default
i. Without prejudice to any other right or remedy which the Concessionaire may have in
respect thereof under this Agreement, upon the occurrence of APCRDA Event of Default,
the Concessionaire shall be entitled to terminate this Agreement by issuing Termination
Notice.
ii. If the Concessionaire decides to terminate this Agreement pursuant to preceding Article
11.2 b. (i) it shall in the first instance issue Preliminary Notice to APCRDA. Within 60 days of
receipt of Preliminary Notice, APCRDA shall forward to the Concessionaire its proposal to
remedy/ cure the underlying Event of Default (the "APCRDA Proposal to Rectify”). In case of
non-submission of APCRDA Proposal to rectify within the period stipulated therefore,
Concessionaire shall be entitled to terminate this Agreement by issuing Termination Notice.
iii. If APCRDA Proposal to Rectify is forwarded to the Concessionaire within the period
stipulated therefore, APCRDA shall have further period of 30 days to remedy/ cure the
underlying Event of Default. If, however APCRDA fails to remedy/ cure the underlying Event
of Default within such further period allowed, the Concessionaire shall be entitled to
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terminate this Agreement by issuing Termination Notice.
11.3 Termination Notice
If a Party having become entitled to do so and decides to terminate this Agreement pursuant to the
preceding sub Article 11.2 a. or b., it shall issue Termination Notice setting out:
i. Sufficient detail the underlying Event of Default;
ii. the Termination Date which shall be a date occurring not earlier than 30 days from the date of
Termination Notice;
iii. the estimated termination payment including the details of computation thereof; and,
iv. Any other relevant information.
11.4 Obligation of Parties
Following issue of Termination Notice by either Party, the Parties shall promptly take all such steps
as may be necessary or required to ensure that:
i. until Termination the Parties shall, to the fullest extent possible, discharge their respective
obligations so as to maintain the continued operation of the Project Facility(ies),
ii. the termination payment, if any, payable by APCRDA in accordance with the following Article
11.6 is paid to the Concessionaire on the Termination Date and
iii. All the Project Facilities are handed back to APCRDA by the Concessionaire on the Termination
Date free from any Encumbrance along with any payment that may be due by the
Concessionaire to APCRDA.
11.5 Withdrawal of Termination Notice
Notwithstanding anything inconsistent contained in this Agreement, if the Party who has been
served with the Termination Notice cures the underlying Event of Default to the satisfaction of the
other Party at any time before the Termination occurs, the Termination Notice shall be withdrawn
by the Party which had issued the same. Provided that the Party in breach shall compensate the
other Party for any direct costs/ consequences occasioned by the Event of Default which caused the
issue of Termination Notice.
11.6 Termination Payments on account of APCRDA Event of Default
Upon Termination of this Agreement on account of APCRDA Event of Default, the Concessionaire
shall be entitled to withdraw the Performance Security, if subsisting, and receive from APCRDA,
termination payment as per following:
i. If the Termination is prior to achievement of COD, then the Termination Payment from
APCRDA shall be equal to the amount, as estimated by the third party, which has already been
spent by the Concessionaire for construction / up-gradation of Project Facilities.
ii. If the Termination is post the achievement of COD then the Termination Payment from
APCRDA shall be equal to debts owed including outstanding principal balance and interest
owed on Termination Date except penal interest by whatever name called (A) and amount
contributed by the shareholders toward paid up “equity” capital of SPV (B) less insurance
cover. The amount of "equity", expressed in Rupees, being made up of the sum of the
amounts invested in the Project by the shareholders in the Concessionaire up to the date of
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service of the relevant Termination Date from COD, such amount shall be reduced by 1% (one
percent) thereof at the commencement of each month following the COD and the amount so
arrived at shall be further revised to the extent of variation in WPI occurring between the COD
Date and the Termination Date.
iii. Termination by Concessionaire for APCRDA Event of Default = A+110% of B.
iv. APCRDA shall takeover all project facilities and Project Assets as per clause 11.8.
11.7 Termination Payments on account of Concessionaire Event of Default
Upon Termination on account of a Concessionaire Default during the Operation Period,

Concessionaire shall not be entitled to receive any Termination Payment from APCRDA. Further,
Grantor shall be entitled to forfeit the Performance Security. In case Grantor decides to take over
the movable assets financed by the lender Bank or substitute the Concessionaire with another
entity, it may do so by undertaking to discharge future liabilities towards the bank. Liabilities till
date of termination shall be discharged by the Concessionaire considering the insurance cover, if
any. For the avoidance of doubt, the Concessionaire hereby acknowledges that no Termination
Payment shall be due or payable on account of a Concessionaire Default occurring prior to COD.
11.8 Rights of APCRDA on Termination
a) Upon Termination of this Agreement for any reason whatsoever, APCRDA shall upon making
the Termination Payment, if any, to the Concessionaire have the power and authority to:
i. enter upon and take possession and control of the Project Facilities and Project Assets
forthwith
ii. prohibit the Concessionaire and any person claiming through or under the Concessionaire
from entering upon/ dealing with the Project Facilities/Project Assets
b) Notwithstanding anything contained in this Agreement, APCRDA shall not, as a consequence
of Termination or otherwise, have any obligation whatsoever including but not limited to
obligations as to compensation for loss of employment, continuance or regularization of
employment, absorption or re-employment on any ground, in relation to any person in the
employment of or engaged by the Concessionaire in connection with the Project, and the
hand back of the Project Facilities and Project Assets by the Concessionaire to APCRDA shall
be free from any such obligation.
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ARTICLE 12: DISPUTE RESOLUTION
For any dispute the parties will move for amicable resolution as provided in Article 12.1. On failure
of amicable resolution, Arbitration shall be followed as provided in Article 12.2.
12.1 Amicable Resolution

a) Save where expressly stated to the contrary in this Agreement, any dispute, difference or
controversy of whatever nature between the Parties, howsoever arising under, out of or in
relation to this Agreement (the "Dispute") shall in the first instance be attempted to be
resolved amicably in accordance with the procedure set forth in sub-clause (b) below.
b) Either Party may require such Dispute to be referred to the Commissioner of APCRDA and of
the Concessionaire for the time being, for amicable settlement.
Upon such reference, the two shall meet at the earliest mutual convenience and in any event
within 15 days of such reference to discuss and attempt to amicably resolve the Dispute. If the
Dispute is not amicably settled within 15 days of such meeting between the two, either Party may
refer the Dispute to Expert Review Committee for review/settlement of disputes. Expert Review
committee shall comprise of:
1. Commissioner,
2. Additional Commissioner,
3. Chief Engineer,
4. Director Accounts
5. Director Procurement
If the Dispute is not amicably settled within 15 days of such meeting between the two, either Party
may refer the Dispute to arbitration in accordance with the provisions of Article 12.2 below.
12.2 Arbitration
a) Procedure
Subject to the provisions of Article 12.1, any dispute, which is not resolved amicably, shall be
finally settled by binding arbitration under the Arbitration Act. The arbitration shall be by a
panel of three arbitrators, one to be appointed by each Party and the third to be appointed by
the two arbitrators appointed by the Parties. The Party requiring arbitration shall appoint an
arbitrator in writing, inform the other Party about such appointment and call upon the other
Party to appoint its arbitrator. If within 15 days of receipt of such intimation the other Party
fails to appoint its arbitrator, the Party seeking appointment of arbitrator may take further
steps in accordance with Arbitration Act.
b) Place of Arbitration
The place of arbitration shall be Vijayawada, Andhra Pradesh
c) English Language
The request for arbitration, the answer to the request, the terms of reference, any written
submissions, any orders and awards shall be in English and, if oral hearings take place, English
shall be the language to be used in the hearings.
d) Enforcement of Award
The Parties agree that the decision or award resulting from arbitration shall be final and binding
upon the Parties and shall be enforceable in accordance with the provisions of the Arbitration
Act. The Concessionaire and the Authority agree that an Award may be enforced against the
Concessionaire and/or the Authority, as the case may be, and their respective assets wherever
situated
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e) Performance during Arbitration
Pending the submission of and/or decision on a dispute and until the arbitral award is
published; the Parties shall continue to perform their respective obligations under this
Agreement, without prejudice to a final adjustment in accordance with such award.
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ARTICLE 13: REPRESENTATIONS AND WARRANTIES, DISCLAIMER
13.1 Representations and Warranties of the Concessionaire
The Concessionaire represents and warrants to APCRDA that:

a) it is duly organized, validly existing and in good standing under the laws of India;
b) it has full power and authority to execute, deliver and perform its obligations under this
Agreement and to carry out the transactions contemplated hereby;
c) it has taken all necessary corporate and other action under Applicable Laws and its
constitutional documents to authorize the execution, delivery and performance of this
Agreement;
d) it has the financial standing and capacity to undertake the Project;
e) this Agreement constitutes its legal, valid and binding obligation enforceable against it in
accordance with the terms hereof;
f) the execution, delivery and performance of this Agreement will not conflict with, result in the
breach of, constitute a default under or accelerate performance required by any of the terms
of the Concessionaire's Memorandum and Articles of Association or any Applicable Laws or
any covenant, agreement, understanding, decree or order to which it is a party or by which it
or any of its properties or assets are bound or affected;
g) there are no actions, suits, proceedings or investigations pending or to the Concessionaire's
knowledge threatened against it at law or in equity before any court or before any other
judicial, quasi-judicial or other authority, the APCRDA of which may constitute Concessionaire
Event of Default or which individually or in the aggregate may result in Material Adverse
Effect;
h) it has no knowledge of any violation or default with respect to any order, writ, injunction or
any decree of any court or any legally binding order of any Government Agency which may
result in Material Adverse Effect;
i) it has complied with all Applicable Laws and has not been subject to any fines, penalties,
injunctive relief or any other civil or criminal liabilities which in the aggregate have or may
have Material Adverse Effect;
j) subject to receipt by the Concessionaire from APCRDA of any amount due under any of the
provisions of this Agreement, in the manner and to the extent provided for under the
applicable provisions of this Agreement all rights and interests of the Concessionaire in and to
the Project Facilities shall pass to and vest in APCRDA on the Termination Date free and clear
of all Encumbrances without any further act or deed on the part of the Concessionaire or
APCRDA;
k) no representation or warranty by the Concessionaire contained herein or in any other
document furnished by it to APCRDA or to any Government Agency in relation to Applicable
Permits contains or will contain any untrue statement of material fact or omits or will omit to
state a material fact necessary to make such representation or warranty not misleading;
l) No bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of
the Concessionaire to any person to procure the Concession.
m) Without prejudice to any express provision contained in this Agreement, the Concessionaire
acknowledges that prior to the execution of this Agreement, the Concessionaire has after a
complete and careful examination made an independent evaluation of the project and
project site, and the information provided by APCRDA, and has determined to its satisfaction
the nature and extent of risks and hazards as are likely to arise or may be faced by the
Concessionaire in the course of performance of its obligations hereunder.
The Concessionaire also acknowledges and hereby accepts the risk of inadequacy, mistake or
error in or relating to any of the matters set forth above and hereby confirms that APCRDA shall
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not be liable for the same in any manner whatsoever to the Concessionaire.
13.2 Representations and Warranties of APCRDA
APCRDA represents and warrants to the Concessionaire that:

a) APCRDA has full power and authority to grant the Concession;
b) APCRDA has taken all necessary action to authorize the execution, delivery and performance of
this Agreement;
c) This Agreement constitutes APCRDA's legal, valid and binding obligation enforceable against it
in accordance with the terms hereof;
13.3 Obligation to Notify Change
In the event that any of the representations or warranties made/given by a Party ceases to be true
or stands changed, the Party who had made such representation or given such warranty shall
promptly notify the other of the same.
13.4 Assignment and Charges
a) The Concessionaire shall not assign in favor of any person this Agreement or the rights, benefits
and obligations hereunder, save and except with prior consent of APCRDA.
b) The Concessionaire shall not create, permit or subsist to any Encumbrance over the Project
Facilities, except with prior consent in writing of APCRDA, which consent APCRDA shall be
entitled to decline without assigning any reason whatsoever.
13.5 Interest and Right of Set Off
Any sum which becomes payable under any of the provisions of this Agreement by one Party to the
other Party shall, if the same be not paid within the time allowed for payment thereof, shall be
deemed to be a debt owed by the Party responsible for payment thereof to the Party entitled to
receive the same. Such sum shall until payment thereof carry interest at 18% per annum from the
due date for payment thereof until the same is paid to or otherwise realized by the Party entitled to
the same. Without prejudice to any other right or remedy that may be available under this
Agreement or otherwise under law, the Party entitled to receive such amount shall also have the
right of set off. Provided the stipulation regarding interest for delayed payments contained in this
Article shall neither be deemed nor construed to authorize any delay in payment of any amount
due by a Party nor be deemed or construed to be a waiver of the underlying breach of payment
obligations.
13.6 Governing Law and Jurisdiction
This Agreement shall be governed by the laws of India. The Courts at Andhra Pradesh shall have
jurisdiction over all matters arising out of or relating to this Agreement.
13.7 Waiver
a) Waiver by either Party of any default by the other Party in the observance and performance of
any provision of or obligations under this Agreement:
i. shall not operate or be construed as a waiver of any other or subsequent default hereof or
of other provisions or obligations under this Agreement;
ii. shall not be effective unless it is in writing and executed by a duly authorized
representative of such Party; and
iii. Shall not affect the validity or enforceability of this Agreement in any manner.
b) Neither the failure by either Party to insist on any occasion upon the performance of the terms,
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conditions and provisions of this Agreement or any obligation hereunder nor time or other
indulgence granted by a Party to the other Party shall be treated or deemed as waiver/breach
of any terms, conditions or provisions of this Agreement.
13.8 Survival
Termination of this Agreement:

a) shall not relieve the Concessionaire or APCRDA of any obligations already incurred hereunder
which expressly or by implication survives Termination hereof, and
b) except as otherwise provided in any provision of this Agreement expressly limiting the liability
of either Party, shall not relieve either Party of any obligations or liabilities for loss or damage
to the other Party arising out of or caused by acts or omissions of such Party, prior to the
effectiveness of such Termination or arising out of such Termination.
13.9 Amendments
This Agreement and the Schedules together constitute a complete and exclusive understanding of
the terms of the Agreement between the Parties on the subject hereof and no amendment or
modification hereto shall be valid and effective unless agreed to by both the Parties hereto and
evidenced in writing.
13.10 Notices
Unless otherwise stated, notices to be given under this Agreement including but not limited to a
notice of waiver of any term, breach of any term of this Agreement and termination of this
Agreement, shall be in writing and shall be given by hand delivery, Registered Post and delivered to
the Parties at their respective addresses set forth below:
……………………………………….
Andhra Pradesh Capital Region Development Authority
Vijayawada, Andhra Pradesh
If to the Concessionaire: The Managing Director, _______________ ---------- (insert complete address with
phone and fax details) as may be duly notified by the respective Parties from time to time, and shall be
deemed to have been made or delivered
i. in the case of any communication made by letter, when delivered by hand, by recognized
international courier or by mail (registered, return receipt requested) at that address
13.11 Severability
If for any reason whatsoever any provision of this Agreement is or becomes invalid, illegal or
unenforceable or is declared by any court of competent jurisdiction or any other instrumentality to
be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining
provisions shall not be affected in any manner, and the Parties shall negotiate in good faith with a
view to agreeing upon one or more provisions which may be substituted for such invalid,
unenforceable or illegal provisions, as nearly as is practicable. Provided failure to agree upon any
such provisions shall not be subject to dispute resolution under this Agreement or otherwise.
13.12 No Partnership
Nothing contained in this Agreement shall be construed or interpreted as constituting a partnership
between the Parties. Neither Party shall have any authority to bind the other in any manner
whatsoever.
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13.13 Language
All notices required to be given under this Agreement and all communications, documentation and
proceedings which are in any way relevant to this Agreement shall be in writing and in English
language.
13.14 Exclusion of Implied Warranties etc.
This Agreement expressly excludes any warranty, condition or other undertaking implied at law or
by custom or otherwise arising out of any other agreement between the Parties and any
representation by any Party not contained in a binding legal agreement executed by the Parties.
13.15 Counterparts
This Agreement may be executed in two counterparts, each of which when executed and delivered
shall constitute an original of this Agreement but shall together constitute one and only the
Agreement.
IN WITNESS WHEREOF THE, PARTIES HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE
DATE FIRST ABOVE WRITTEN. SIGNED SEALED AND DELIVERED
For and on behalf of APCRDA by:
(Signature) (Name) (Designation)
CONCESSIONAIRE by:
(Signature)
In the presence of:
1)
2)
Page 188 of 228

Schedule 1
Scope of Work
(Minimum Development Obligations and Optional Facilities to be developed as per Technical
Specifications (Part II) specified in schedule 2 - to be reproduced here as per RFP
Page 189 of 228

Schedule 2
TECHNICAL SPECIFICATIONS OF PROJECT ASSETS (Fixed & Movables)
(As per Technical Specifications laid down in the RFP part II and Approved DPR).
Page 190 of 228

Schedule 3
List of Statutory Approvals
(As required for construction of project facilities to be specified in approved DPR)
Page 191 of 228

Schedule 4
Performance Security
[ON APPROPRIATE STAMP PAPER]
Address of the Bank:
Address of the Beneficiary:
On …………… you concluded with …………… (the "Concessionaire") a concession agreement (the
"Concession Agreement") for the [Project Name].
The terms that are used but not defined herein shall have the same meaning as given to them in the
Concession Agreement.
In accordance with the provisions of the Concession Agreement, the Concessionaire must provide a
performance security of ……………. Crore Rupees (Rs. ………………………..) in the form of a bank guarantee shall
be valid for an initial period of 36 (thirty six) months and if commercial operations of MDOs are not
commenced within specified timeframe, bank guarantee shall be renewed 3 (three) Months prior to its
expiry, for an additional term till commencement of commercial operations of MDOs.
We, the undersigned ………………..(the "Guarantor"), waiving all objections and defenses under the
Concession Agreement, hereby irrevocably and independently guarantee to pay on your first written
demand an amount up to a total of …………… against your written declaration that the Concessionaire has
failed to duly perform his obligations under the Concession Agreement.
In the event of any claim under this guarantee, payment shall be effected to [●].
This guarantee shall expire no later than on the expiry of the Term. By this date, we must have received any
claims for payment by letter or encoded telecommunication.
It is understood that you will return this guarantee to us on expiry or after payment of the total amount to
be claimed hereunder.
This guarantee is governed by the laws of India.
-------------------------------
-----------------------------------
Place, date Signature
Page 192 of 228

Schedule 5
Draft Lease Deed
[ON APPROPRIATE STAMP PAPER]
THIS LAND LEASE DEED is made on this _____ day of 2011 at ___
By and Between
AP Capital Region Development Authority (APCRDA), constituted by Government of Andhra Pradesh, for
the purpose of planning of the ‘Development Area’ notified under the Andhra Pradesh Capital Region
Development Act, 2014 and having its Office at “Lenin Centre, Vijayawada, Andhra Pradesh - 520002” and
being represented herein by _____________________ (authorised in this behalf) (hereinafter referred to as
“CRDA” or the “Lessor” which expression shall, unless it be repugnant to the context or meaning thereof,
include its successors and assigns) of the FIRST PART
And
M/s -------------a company incorporated under the Companies Act, 1956, having its registered office at --------
-------------, India, represented by ---------------- hereinafter referred to as the "Concessionaire" or the
“Lessee” (which expression shall, unless the context otherwise requires, include its successors and
permitted assigns) of the SECOND PART.
And
M/s --------------------------------, a company incorporated under the Companies Act, 1956, having its
registered office at ----------------- India, represented by --------------- hereinafter referred to as the "Preferred
Bidder / Confirming Party" (which expression shall, unless it be repugnant to the context or meaning
thereof, include its successors and permitted assigns) of the THIRD PART.
Each singly a “Party” and collectively the “Parties”
WHEREAS:
Page 193 of 228

APCRDA (“CRDA” or the “Lessor” or “Grantor” herein), is the absolute owner of the land admeasuring
_________________________ in the State of Andhra Pradesh, more particularly described in Annexure-1
hereunder and shown in the site plan annexed thereto (hereinafter the “Project Site”).
The Lessor invited bids for the “Development of Amaravati Marina at Venkatapalem, Amaravati” (as
described herein below) vide its Request for Proposal (hereinafter the “RFP”) dated _______. The bid dated
XX.XX.XXXX offered by the Lessee has been accepted by the Lessor vide its Letter of Acceptance dated
XX.XX.XXXX on the terms and conditions set forth therein
CRDA has vide the Concession Agreement dated ____ (hereinafter “Concession Agreement”) granted
Concession to M/s --------------. (the Concessionaire or the Lessee herein) for implementing the Project at
the Project Site involving the design, financing, construction, marketing, operation, maintenance,
management and transfer of the Project Facility and the levy, demand, collection, retention and
appropriation of Tariff from Project Facility.
Pursuant to and under the Concession Agreement the Lessor is required to vest with the Lessee the land
comprising the Project Site and all concession/ lease rights relating thereto under a valid and binding
Project Site/Land Lease Deed in accordance with the provisions of APCRDA Act for the purpose of
implementing the Project.
Being the owner of the Project Site with a good and marketable title thereto and having lawful possession
thereof, the Lessor is desirous of leasing the demising the Project Site unto the Lessee and vesting unencumbered
possession thereof with the Lessee, on the terms and conditions hereinafter contained.
NOW THIS INDENTURE OF LEASE WITNESSETH AS FOLLOWS:
1. The words and phrases used in this Deed but not defined shall, unless the context otherwise
requires, have the meaning assigned to them respectively in the Concession Agreement.
2 The following terms shall, except where the context otherwise requires, have the meaning as
hereunder:
(a) Deed or Lease Deed means this Project Site Lease Deed, schedules to it, as amended or
modified by the Parties in accordance with the provisions hereof,
(b) Concession Agreement shall mean the Concession Agreement dated ______ entered into
between the Grantor (the Lessor herein) and the Concessionaire (the Lessee herein);
(c) Concession Period means the period means thirty three years from the date of signing the
agreement;
(d) Demised Premises means all the lands comprising the Project Site, ____________ , more
particularly delineated in Schedule-1 in the site plan attached hereto;
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(e) Lessor means CRDA or the Grantor or its successors;
(f) Lessee means the Lessee or the Concessionaire; and
(g) Schedules mean any of the schedules and supplements hereto.
4. The Lessor hereby awarded the project site to the Lessee under the terms of this Deed from the
___ day of ____ (the date of signing the Agreement) (hereinafter referred to as the
“commencement date”) for a period of 33 (thirty three) years, there from the date of
commencement of the lease, which period shall be co-terminus with the Concession Period and
shall be extended or terminated at a prior date to coincide with the Concession Period. The Lessor
hereby undertakes that it shall not terminate this Deed extent the lease term in accordance with
the provisions of this clause, except upon the due and valid termination of the Concession
Agreement or the breach of any of the terms and conditions of this lease deed by the Lessee.
5. In consideration of the Concession Agreement between the Lessor and the Lessee and in
consideration of the premium herein reserved and the covenants on the part of the Lessee, the
Lessor hereby leases demises unto the Lessee on an “as is where is basis” and effective from the
Commencement Date the leased Premises without interruption or interference, free from
encumbrances and together with the full and free right and liberty of way and passage, easements,
right of way/way leaves and other rights in relation thereto with delivery of Vacant Possession
thereof.
6. The Lessor hereby vests the Project Site with the Lessee with effect from the commencement date
along with all easements, free from any encumbrances. Provided that the Lessee shall at its cost be
required to remove the utilities including any power transmission lines and structures at, over or
under the Demised Premises as per the provisions of the Concession Agreement and the Lessor
shall render the necessary facilitation in this behalf.
7. In consideration for the lease of the Project Site by the Lessor to the Lessee, the Lessee shall,
(i) Effective from the Appointed Date and during the Lease Period , pay Lease Rental to the
Grantor as per the RFP conditions, by way of a demand bank draft drawn in favour of Lessor
on a Nationalized bank having a branch at Vijayawada, Andhra Pradesh. The Lease Rental
shall be payable before the start of new lease year (considered as due date). In the event of
delay up to 10 days from the due date in the payment of the Lease Rental, the Lessee shall
pay penal interest at the rate of 18% (Eighteen percent) per annum for the period, from the
due date until the date of payment. In case the payment is delayed beyond 10 days from the
due date, the Lessor shall be entitled to appropriate the delinquent amounts, if any, from the
Bank Guarantee. The lessee shall remedy the situation immediately by providing required
Page 195 of 228

Bank Guarantee. A delay in such remedial action (reinstatement of Bank Guarantee) beyond
ten days shall constitute a Lessee Event of Default under the Concession Agreement.
8. The Lessor hereby vests the Demised Premises with the Lessee under this Deed for the purpose of
implementing the Project, including the design, finance, construction, provision and operation and
maintenance of the Project Facility in accordance with the terms and conditions of the Concession
Agreement and the applicable development guidelines.
(i) The Lessee shall procure at its cost all Applicable Permits from the relevant competent
authorities as are required, from time to time, for the development, construction,
implementation, completion, commissioning and the operation and maintenance of the
Project Facility unconditionally or if subject to conditions then all such conditions shall have
been satisfied in full and such Applicable Permits are in full force and effect.
(ii) The Lessee shall comply with all the specifications and controls set forth in the RFP, its bid,
this Deed, Concession Agreements, any addendums, clarifications issued, the applicable law,
the Applicable Permits and good industry practice and shall construct and complete the
Facilities and the parking lot/spaces and landscape areas within the stipulated time.
9. The Lessor recognizes the right of the Lessee to transfer or otherwise deal with the Demised
Premises by grant of sub-leases of built up spaces only and Concessions, appointment of
Contractors and entering into franchise, management and other suitable arrangements with any
Person selected or procured by the Lessee (the “Contractual Arrangements”) for implementing the
Project at the Demised Premises and carrying on its business of establishing, implementing,
managing and operating and maintaining the Project Facility provided that the same shall be
subject to and be carried out in accordance with the provisions of the Concession Agreement.
PROVIDED THAT (i) any sub-leases (of built-up spaces), licenses or franchising or similar
arrangement under or pursuant to this Deed shall not contain any terms or provisions inconsistent
with or in derogation of any terms or provisions contained in this Deed; (ii) the terms and
conditions of this Deed shall be complied with in the case of such sub-leases, licenses or franchising
or similar arrangement and, as applicable, form a part thereof; (iii) the term of such sub-leases,
licenses or franchising or similar arrangements shall be limited to and be co-terminus with the Term
of Lease granted herein by the Lessor to the Lessee; (iv) all such sub-leases, licenses or franchising
or similar arrangements shall be determined and terminated simultaneously with and automatically
on the expiry, determination or termination of this Deed, as the case may be. The Lessee’s failure
to comply with this sub-clause shall be at its cost, risk and consequence and constitute a Lessee
Event of Default that shall entitle the Lessor to terminate this Deed and Concession Agreement, as
per the article 16.
PROVIDED FURTHER THAT the execution of such sub-leases (of built-up spaces), licenses or
franchising or similar arrangement shall not relieve the Lessee of its liability or obligations as set out
Page 196 of 228
in this Deed. The Lessor shall not be liable in any manner whatsoever to any person in respect of or
in connection with execution of agreements or disputes relating to such sub-leases, licenses or
franchising or similar arrangement. The Lessee shall indemnify and keep indemnified the Lessor and
its employees and consultants from and against all costs, losses, damages, liabilities, proceedings,
litigation, penalties etc. in this behalf.
10. Subject to the provisions of the Concession Agreement in this behalf, the Lessor hereby consents
and confers on the Lessee for the duration of the Concession Period the right to transfer, assign or
otherwise encumber the Project Facility Premises and/or any or all of its rights (except the land
title) and interests in relation thereto or to create a Security Interest thereon in favour of the
Lenders for the purpose of raising Financial Assistance provided or agreed to be provided by them
under the Financing Documents and that no such transfer, assignment, encumbrance or creation of
security interest by the Lessee of or over the Demised Premises in favour of the Lenders shall be
construed as being in any way an event of default hereunder or a violation of the terms hereof:.
Provided further, (i) the Lessor shall be informed by the Lessee as to the creation of any Security
Interest in favour of the Lenders within a period of 14 days from the date such security interest
comes into existence. A letter sent by the Lessee under registered post with due proof of postal
acknowledgement receipt, shall constitute sufficient compliance of the requirement by the Lessee;
(ii) except as provided in this Deed/the Concession Agreement, the Lessee shall not create any
security interest in favour of any Person without the prior written consent of the Lessor; and (iii) in
the event of the termination of the Concession Agreement/this Deed by efflux of time or
otherwise, such assignment/Security Interest shall stand extinguished. .
Failure of the Lessee to provide the required information to the Lessor in terms of this clause shall
amount to an event of default on the part of the Lessee and any consequential failure or inability
on the part of the Lessor to provide any notice or intimation to such Lender, in terms of the
relevant provisions of the Concession Agreement, if any required, shall be at the sole risk and
responsibility of the Lessee only.
Provided further, nothing contained in this clause 10 shall (i) absolve the Lessee from its
responsibilities to perform/discharge any of its obligations under and in accordance with the
provisions of this Deed; (ii) shall authorise or be deemed to authorise the Lenders to implement and
execute the Project themselves; and (iii) under any circumstances amount to any guarantee from or
recourse to the Lessor.
11. Upon the occurrence of an Concessionaire Event of Default under the Concession Agreement, the
Parties shall in consultation with the Lenders and in accordance with the provisions of the
Concession Agreement have the right to replace the Lessee by the Substitute Entity for performing
the Lessee’s obligations hereunder. Upon appointment of the Substitute Entity, the Substitute Entity
shall be deemed to be the Lessee for all the purposes and shall be entitled to all the rights and be
bound by all the representations, covenants and obligations of the Lessee under this Deed.
12. In the event of Termination of the Concession Agreement by efflux of time or otherwise, this Deed
shall be terminated and the lease of the Demised Premises and all sub-leases of built up areas,
Concessions and rights in relation thereto shall be determined, the Lessee and Persons claiming
Page 197 of 228
through or under it (including without limitation the Contractors, and Contractual Counter Parties to
the Contractual Arrangements including the sub-lessees of built up areas, Concessions, franchisees
etc. and the persons claiming through or under them) shall hand over the vacant possession of the
Demised Premises to the Lessor or its nominated agency and forthwith vacate the Demised
Premises without any demur or delay.
13. The Lessor hereby covenants with the Lessee as under:
(i) That the lease rental due and payable by the Lessee as per the article ____ of the
Concession Agreement and as per the Annexure- 2 annexed herewith
(ii) That it shall not interfere with or impede in any manner or otherwise limit, restrict or
impose conditions in relation to: (i) the complete, free and full enjoyment of the Demised
Premises by the Lessee for the purpose of the implementation of the Project and all
rights related thereto; (ii) the design, construction, operation and maintenance of the
Project Facility; (iii) the implementation of the Project Facility by the Lessee; and (iv) the
possession, control and use by the Lessee of the Demised Premises, the facilities
constructed thereon and any other facilities developed in the course of implementation
of the Project; provided that the same are in compliance with the terms and conditions
of the Concession Agreement and this Deed.
(iii) That it shall not terminate this Deed, except upon the due and valid termination of the
Concession Agreement in accordance with the provisions thereof or upon any breach of
any of the terms and conditions of this lease deed by the lessee; and
(iv) That there are no litigations, claims, demands or any proceedings pending before any
authority in respect of the Demised Premises or in respect of any other land-dispute, and
that the Lessee shall have complete, lawful and uninterrupted possession, control and
use of the Demised Premises.
14. The Lessee hereby covenants with the Lessor as follows:
a) That it shall develop, establish, design, construct and operate and maintain the Project Facility at
the Demised Premises as per its obligations under the Concession Agreement;
b) That it shall observe and perform all terms, covenants, conditions and stipulations of this Deed;
c) That it shall keep the Demised Premises free from encroachments during the Concession Period
and operate and maintain and carry out repairs in accordance with the provisions of the
Concession Agreement;
d) That in respect of the Demised Premises/built up areas there at /its business activities there
at/relating to the Project it shall pay all municipal rates, levies, taxes including property tax, rents,
including penalties etc for late payment, at the applicable rates from time to time, to the
concerned Government Authorities and be liable for payments of all rates and charges for the use
of utilities and services at the Demised Premises; and
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e) The Concessionaire shall not sub-lease the whole or any part of the land comprising the Project
Site, leased to it by Lessor under the land Lease Deed, to any person in any form or under any
arrangement, device or method. This is an essential condition of this Agreement, the breach of
which shall constitute an Concessionaire Event of Default under the Concession Agreement.
Provided that the Concessionaire shall be entitled to sub-lease the built up areas constructed by
it at or on the Project Facility and to enter into Contractual Arrangements subject to and in
accordance with the terms and conditions of the Concession Agreement and this lease deed and
the same shall be co-terminus with this lease deed.
15. Each Party hereto represents and warrants that:
a) It has full power and authority to execute, deliver and perform its obligations under this Deed
and to carry out the transactions contemplated hereby;
b) It has taken all necessary actions to authorise the execution, delivery and performance of this
Deed; and
c) This Deed constitutes its legal, valid and binding obligations that shall be enforceable against it
in accordance with the terms hereof.
16. The Parties agree that
(a) The failure of the Lessee to perform its obligations under this Deed and any breach of
covenants or undertakings given and provided for in this Deed by the Lessee shall amount
to an Concessionaire Event of Default under the Concession Agreement.
(b) Any dispute, controversy or claim arising out of or in relation to this Deed or the
interpretation of any of its provisions shall be settled in accordance with the provision of
Article 17 of the Concession Agreement.
(c) The stamp duty and registration charges for the execution and registration of this Deed
shall be borne by the Lessee.
(d) In case of ambiguities, conflicts or discrepancies between the Concession Agreement and this
Deed, the Concession Agreement shall prevail.
(e) All notices under the terms of this Deed shall be sent either by hand, facsimile or courier
to the following addresses:
: Commissioner,
Lessor AP Capital Region Development Authority (AP CRDA)
1ST Floor, APCRDA, Lenin Centre, Vijayawada - 520002
Ph: 0866 - ______
Page 199 of 228

Lessee : M/s XYZ
IN WITNESS WHEREOF the Parties have executed and delivered this Deed by their duly authorised
representative on the date first above written:
Signed, sealed and Signed, sealed and delivered Signed, sealed and
delivered by: by: delivered by:
The Authorised Signatory The Authorised Signatory The Authorised Signatory

For and on behalf of For and on behalf of the For and on behalf of the
AP Capital Region XXXX Ltd

Development Authority XXXXX Pvt Ltd (Preferred
(Grantor) Pursuant to Resolution Bidder/Confirming Party)
dated........ of its board of
directors.
Name Name
Designation Name Designation
Designation
Company seal Company seal
Company seal
Witness: Witness: Witness:

1. 1. 1.
Date:
Place:
Page 200 of 228

Annexure 1
Site Plan
Page 201 of 228

Annexure 2
Schedule of Annual Lease Rentals (Rs Lakhs)
Lease Amount
Year (Rs lakhs)
10
11
12
13
14
15
16
17
18
19
20
21
22
23
Page 202 of 228

24
25
26
27
28
29
30
31
32
33
Page 203 of 228

Schedule 6
(Site Plan)
Page 204 of 228

Schedule 7
Consortium Agreement
[As furnished by the Preferred Bidder along with the Request for Proposal (RFP) Application]
Page 205 of 228

Schedule 8
Development Controls and Specifications/ Standards
(As specified in the Section II of RFP)
Page 206 of 228

Schedule 9
TOR for Independent Engineer /Consultant
1.0 The Grantor, at his discretion, shall hire the services of a consulting engineering firm/company of
engineers having the requisite experience in similar projects through a competitive bidding process
to be the independent consultant under this Agreement (the “Independent Engineer/Consultant”).
Such appointment shall be made no later than one month from the date hereof and shall continue
for a period until issuance of Completion Certificate.
.
2.0 In the event the Concessionaire has reason to believe that the Independent Engineer/Consultant is
not discharging its duties and functions in a fair, efficient or diligent manner, it may make a written
representation to the Grantor, supported with necessary documents and specific instances of
causes and grievances and seek termination of the appointment of such consultant. Within 7
(seven) working days of the date of such representation, the Grantor shall hold a tripartite meeting
with the Concessionaire and such consultant for resolving the matter amicably and giving a fair
hearing to such consultant. In the event the matter is not amicably resolved within 7 (seven) days
of such meeting, the appointment of the Independent Engineer/Consultant shall be forthwith
terminated; provided that prior to such termination the Grantor shall have appointed another
Independent Engineer/Consultant to replace the existing one.
3.0 The replacement of the Independent Engineer/Consultant shall be effected so as to maintain the
continuity in supervision and monitoring of construction of the Project by it.
4.0 Scope of Work
The Scope of Work for the Independent Engineer/Consultant shall include: -
(i) Review of the Designs and Drawings submitted by the Concessionaire to ensure that they are in
accordance with the development proposal submitted by the Concessionaire in this DPR.
(ii) Certification that the Designs and Drawings indicate that the works are suitable for their intended
purpose. The Independent Engineer/Consultant shall advise this approval of the Designs and
Drawings to the Grantor and the Concessionaire within period stipulated in the Agreement.
(iii) Independently review, monitor and where required by the Agreement, to approve activities
associated with the design, construction, operation and maintenance of the Project facilities to
ensure compliance by the Concessionaire with the Concession Agreement and the Approved DPR.
(iv) Approval of DPR and report to the Grantor, objections or corrections required in order to
implement the project as per the provisions of the Concession Agreement and Good Industry
Practices.
Page 207 of 228

(v) Ensuring that the provisions of the Designs and Drawings and the Approved DPR do not adversely
obstruct any development plans of the Grantor, as and if provided by the Grantor at the time of
approval of the Designs and Drawings and the approved DPR.
(vi) Upon request of the Concessionaire on completion of construction of all phases as set out in the
Concession Agreement, carry out inspections to ensure that the a part of the Project Facility has
been constructed as per the provisions of the Concession Agreement and the Approved DPR and
issue the Completion Certificate to the Concessionaire as approved by the Grantor.
(vii) In addition to above, the scope of services would also include such other functions as are
required to be undertaken pursuant to specific provisions of the Concession Agreement.
(viii) In case the Concessionaire proposes any i) deviation to the Drawings or ii) submits any Drawings
required but not included in the DPR, the Independent Engineer/Consultant shall review the
same to ensure conformity with the Project / Design Requirements.
(ix) Review the following submitted by the Concessionaire on behalf of the Grantor:
1. Project Concept and Components, Capacity & Area Statement
2. Environmental Management Plan
3. Project Implementation Plan
5.0 During the Construction Phase, the Independent Engineer/Consultant would monitor, in accordance
with Good Industry Practice, the progress in implementation and ensure compliance with the
construction requirements. For this purpose the Independent Engineer/Consultant shall undertake,
inter-alia, the following activities and where appropriate make suitable suggestions:
i. monitor the progress in implementation of the project based on the Implementation and
Investment Plan submitted by the Concessionaire review and approve designs and
drawings with consent of the Grantor for various works related to the project.
ii. review and monitor the quality assurance and quality control procedures followed by the
Concessionaire.
iii. review the manpower and equipment deployed by the Concessionaire.
iv. Monitor the Construction works for conformity with the Approved DPR.
6.0 Meetings, Records and Reporting
a) The Independent Engineer/Consultant would be required to participate in the project

review meetings held from time to time by the Parties, as also to participate in emergency
or extraordinary meetings of the Parties held to deal with any emergency, Force Majeure
event or other exigencies.
b) The Independent Engineer/Consultant shall, in the ordinary course, maintain record of the
activities undertaken by it in discharge of its functions and responsibilities and submit
periodic reports to the Grantor.
c) The Independent Engineer/Consultant shall share all the information, data and records
collected by it and/or available with it in relation to the discharge of its functions and
responsibilities, with an authorised person designated by the Grantor in this regard.
Page 208 of 228

d) The Independent Engineer/Consultant shall convey to the Grantor and the Concessionaire
the justifications in writing for its decisions in the course of discharging its functions and
responsibilities.
7.0 Review and monitor the Equipment Procurement Plan, the Equipment Replacement Plan, Waste
Management and Safety Plan.
8.0 Review of procurement procedure by EPC contractors and equipment suppliers. Review and monitor
the transfer of assets and scope of transfer.
9.0 Any other activity as mentioned in the Concession Agreement and as required
Page 209 of 228

Schedule 10
Vesting Certificate
The divestment of all rights and interest in the Development of Amaravati Marina at Amaravati shall be
deemed to be complete on the date when all of the Divestment Requirements have been fulfilled, and the
Expert shall, without unreasonable delay, thereupon issue a certificate substantially (the “Vesting
Certificate”), which will have the effect of constituting evidence of divestment by the Concessionaire of all
of its rights and interest in the Project, and their vesting in the Grantor pursuant hereto. It is expressly
agreed that any defect or deficiency in the Divestment Requirements shall not in any manner be construed
or interpreted as restricting the exercise of any rights by the Grantor or its nominee on or in respect of the
Project on the footing that all Divestment Requirements have been complied with by the Concessionaire.
Page 210 of 228

Schedule 11
Format for Escrow Agreement
This ESCROW AGREEMENT is entered into on this the [] day of [] 20[].
AMONGST
1 [●], a company incorporated under the provisions of the Companies Act, 1956 and
having its registered office at [] (hereinafter referred to as the “Concessionaire”
which expression shall, unless repugnant to the context or meaning thereof, include
its successors, permitted assigns and substitutes);
2 [name and particulars of Lenders‟ Representative] and having its registered office
at [●] ac ng for and on behalf of the Senior Lenders as their duly authorised agent
with regard to matters arising out of or in relation to this Agreement (hereinafter
referred to as the “Lenders’ Representative” which expression shall, unless
repugnant to the context or meaning thereof, include its successors and substitutes);
3 [name and particulars of the Escrow Bank] and having its registered office at [●]
(hereinafter referred to as the “Escrow Bank” which expression shall, unless
repugnant to the context or meaning thereof, include its successors and substitutes);
and
4 The [●], established under the [●], represented by its Chairman and having its
principal offices at [●] (hereina er referred to as the “Authority” which expression
shall, unless repugnant to the context or meaning thereof, include its administrators,
successors and assigns).
WHEREAS:
(A) The Authority has entered into a Concession Agreement dated *** with the
Concessionaire (the “Concession Agreement”) for [●] on design, build, ﬁnance,
operate and transfer (DBFOT) basis, and a copy of which is annexed hereto and
marked as Annex-A to form part of this Agreement.
(B) Senior Lenders have agreed to finance the Project in accordance with the terms and
conditions set forth in the Financing Agreements.
(C) The Concession Agreement requires the Concessionaire to establish an Escrow

Account, inter alia, on the terms and conditions stated therein.
Page 211 of 228
NOW IT IS HEREBY AGREED as follows:
1 DEFINITIONS AND INTERPRETATION
1.1 Definitions
In this Agreement, the following words and expressions shall, unless repugnant to
the context or meaning thereof, have the meaning hereinafter respectively assigned
to them:
“Agreement” means this Escrow Agreement and any amendment thereto made in
accordance with the provisions contained herein;‟
“Business Day” shall be construed as a reference to a day (other than a Sunday) on

which banks in [] are generally open for business;
“Concession Agreement” means the Concession Agreement referred to in Recital
(A) above and annexed hereto as Annex-A, and shall include all of its Recitals and
Schedules and any amendments made thereto in accordance with the provisions
contained in this behalf therein;
“Cure Period” means the period specified in this Agreement for curing any breach or
default of any provision of this Agreement by the Concessionaire, and shall
commence from the date on which a notice is delivered by the Authority or the
Lenders‟ Representative, as the case may be, to the Concessionaire asking the latter
to cure the breach or default specified in such notice;
“Escrow Account” means an escrow account established in terms of and under this
Agreement, and shall include the Sub-Accounts;
“Escrow Default” shall have the meaning ascribed thereto in Clause 6.1;
“Lenders’ Representative” means the person referred to as the Lenders‟

Representative in the foregoing Recitals,
“Parties” means the parties to this Agreement collectively and “Party” means any of
the Parties to this Agreement individually;
“Payment Date” means, in relation to any payment specified in Clause 4.1, the
date(s) specified for such payment; and
“Sub-Accounts” means the respective Sub-Accounts of the Escrow Account, into

which the monies specified in Clause 4.1 would be credited every month and paid
Page 212 of 228
out if due, and if not due in a month then appropriated proportionately in such
month and retained in the respective Sub Accounts and paid out therefrom on the
Payment Date(s).
1.2 Interpretation
1.2.1 References to Lenders‟ Representative shall, unless repugnant to the

context or meaning thereof, mean references to the Lenders‟
Representative, acting for and on behalf of Senior Lenders.
1.2.2 The words and expressions beginning with capital letters and defined in this
Agreement shall have the meaning ascribed thereto herein, and the words
and expressions used in this Agreement and not defined herein but defined in
the Concession Agreement shall, unless repugnant to the context, have the
meaning ascribed thereto in the Concession Agreement.
1.2.3 References to Clauses are, unless stated otherwise, references to Clauses of

this Agreement.
1.2.4 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the
Concession Agreement shall apply, mutatis mutandis, to this Agreement.
2 ESCROW ACCOUNT
2.1 Escrow Bank to act as trustee
2.1.1 The Concessionaire hereby appoints the Escrow Bank to act as trustee for the Authority,
the Lenders‟ Representative and the Concessionaire in connection herewith and
authorises the Escrow Bank to exercise such rights, powers, authorities and discretion
as are specifically delegated to the Escrow Bank by the term hereof together with all
such rights, powers, authorities and discretion as tire reasonably incidental hereto, and
the Escrow Bank accepts such appointment pursuant to the terms hereof.
2.1.2 The Concessionaire hereby declares that all rights, title and interest it, and to the
Escrow Account shall be vested in the Escrow Bank and held in trust for the Authority,
the Lenders‟ Representative and the Concessionaire, and applied in accordance
with the terms of this Agreement. No person other than the Authority, the Lende rs‟
Representative and the Concessionaire shall have any rights hereunder as the
beneficiaries of, or as third party beneficiaries under this Agreement.
2.1 Acceptance of Escrow Bank
The Escrow Bank hereby agrees to act as such and to accept all payments and other
amounts to be delivered to and held by the Escrow Bank pursuant to the provisions
Page 213 of 228

of this Agreement. The Escrow Bank shall hold and safeguard the Escrow Account
during the term of this Agreement and shall treat the amount in the Escrow Account
as monies deposited by the Concessionaire, Senior Lenders or the Authority with the
Escrow Bank. In performing its functions and duties under this Agreement, the
Escrow Bank shall act in trust for the benefit of, and as agent for, the Authority,
the
Lenders‟ Representative and the Concessionaire or their nominees, successors or
assigns, in accordance with the provisions of this Agreement.
2.2 Establishment and operation of Escrow Account
2.2.1 Within 30 (thirty) days from the date of this Agreement, and in any case
prior to the Appointed Date, the Concessionaire shall open and establish the Escrow
Account with the [●] (name of Branch) Branch of the Escrow Bank. The Escrow
Account shall be denominated in Rupees.
2.2.2 The Escrow Bank, shall maintain the Escrow Account in accordance with
the terms of this Agreement and its usual practices and applicable regulations, and
pay the maximum rate of interest payable to similar customers on the balance in the
said account from time to time.
2.2.3 The Escrow Bank and the Concessionaire shall, after consultation with
the Lenders Representative, agree on the detailed mandates, terms and conditions,
and operating procedures for the Escrow Account, but in the event of any conflict or
inconsistency between this Agreement and such mandates, terms and conditions, or
procedures, this Agreement shall prevail.
2.3 Escrow Bank’s fee
The Escrow Bank shall be entitled to receive its fee and expenses in an amount, and
at such times, as may be agreed between the Escrow Bank and the Concessionaire.
For the avoidance of doubt, such fee and expenses shall form part of the O&M
Expenses and shall be appropriated from the Escrow Account in accordance with
Clause 4.1.
2.4 Rights of the Parties
The rights of the Authority, the Lenders‟ Representative and the Concessionaire in
this monies held in the Escrow Account are set forth in their entirety in this
Agreement and the Authority, the Lenders‟ Representative and the
Concessionaire shall have no other rights against or to the monies in the Escrow
Account.
Page 214 of 228

2.5 Substitution of the Concessionaire
The Parties hereto acknowledge and agree that upon substitution of the
Concessionaire with the Nominated Company, pursuant to the Substitution
Agreement, it shall be deemed for the purposes of this Agreement that the
Nominated Company is a Party hereto and the Nominated Company shall
accordingly be deemed to have succeeded to the rights and obligations of the
Concessionaire under this Agreement on and with effect from the date of
substitution of the Concessionaire with the Nominated Company.
1. DEPOSITS INTO ESCROW ACCOUNT
1.1 Deposits by the Concessionaire
1.1.1 The Concessionaire agrees and undertakes that it shall deposit into and/or credit the
Escrow Account with:
(a) all monies received in relation to the Project from any source, including the
Senior Lenders, lenders of Subordinated Debt and the Authority;
(b) all funds received by the Concessionaire from its share-holders, in any
manner or form;
(c) all Fee levied and collected by the Concessionaire;
(d) any other revenues from or in respect of the Project; and
(e) all proceeds received pursuant to any insurance claims.
The Concessionaire may at any time make deposits of its other funds into the Escrow
Account, provided that the provisions of this Agreement shall apply to such deposits.
1.2 Deposits by the Authority
The Authority agrees and undertakes that, as and when due and payable, it shall
deposit into and/or credit the Escrow Account with:
(a) Grant and any other monies disbursed by the Authority to the Concessionaire;
(b) all User Fee collected by the Authority in exercise of its rights under the
Concession Agreement; and
(c) Termination Payments:
Page 215 of 228

Provided that the Authority shall be entitled to appropriate from the aforesaid
amounts, any Concession Fee due and payable to it by the Concessionaire, and the
balance remaining shall be deposited into the Escrow Account.
1.3 Deposits by Senior Lenders
The Lenders‟ Representative agrees, confirms and undertakes that the Senior Lenders shall
deposit into and/or credit the Escrow Account with all disbursements made by them in relation
to or in respect of the Project; provided that notwithstanding anything to the contrary
contained in this Agreement, the Senior Lenders shall be entitled to make direct payments to
the Concessionaire under and in accordance with the express provisions contained in this behalf
in the Financing Agreements.
1.4 Interest on deposits
The Escrow Bank agrees and undertakes that all interest accruing on the balances of
the Escrow Account shall be credited to the Escrow Account; provided that the
Escrow Bank shall be entitled to appropriate therefrom the fee and expenses due to
it from the Concessionaire in relation to the Escrow Account and credit the balance
remaining to the Escrow Account.
4 WITHDRAWALS FROM ESCROW ACCOUNT
4.1 Withdrawals during Concession Period
At the beginning of every month, or at such shorter intervals as the Lenders‟

Representative and the Concessionaire may by written instructions determine, the
Escrow Bank shall withdraw amounts from the Escrow Account and appropriate
them in the following order by depositing such amounts in the relevant Sub-
Accounts for making due payments, and if such payments are not due in any month,
then retain such monies in such Sub-Accounts and pay out therefrom on the
Payment Date(s):
(a) all taxes due and payable by the Concessionaire;
(b) all payments relating to construction of the Project, subject to and in

accordance with the conditions, if any, set forth in the Financing Agreements;
(c) O&M Expenses, subject to the ceiling, if any, set forth in the Financing
Agreements;
(d) Deleted
Page 216 of 228

(e) Concession Fee due and payable to the Authority;
(f) monthly proportionate provision of Debt Service due in an Accounting Year;
(g) all payments and Damages certified by the Authority as due and payable to it
by the Concessionaire pursuant to the Concession Agreement;
(h) debt service payments in respect of Subordinated Debt;
(i) any reserve requirements set forth in the Financing Agreements; and
(j) balance, if any, in accordance with the instructions of the Concessionaire.
Not later than 60 (sixty) days prior to the commencement of each Accounting Year,
the Concessionaire shall provide to the Escrow Bank, with prior written approval of
the Lenders‟ Representative, details of the amounts likely to be required for each
of the payment obligations set forth in this Clause 4.1; provided that such amounts
may be subsequently modified, with prior written approval of the Lenders‟
Representative, if fresh information received during the course of the year makes
such modification necessary.
4.2 Withdrawals upon Termination
Upon Termination of the Concession Agreement, all amounts standing to the credit
of the Escrow Account shall, notwithstanding anything in this Agreement, be
appropriated and dealt with in the following order:
(a) all taxes due and payable by the Concessionaire;
(b) 90% (ninety per cent) of Debt Due excluding Subordinated Debt;
(c) all payments and Damages certified by the Authority as due and payable to it
by the Concessionaire pursuant to the Concession Agreement, including
[Premium] and any claims in connection with or arising out of Termination;
(d) retention and payments arising out of, or in relation to, liability for defects
and deficiencies set forth in Article 34 of the Concession Agreement;
(e) outstanding Debt Service including the balance of Debt Due;
(f) outstanding Subordinated Debt;

Page 217 of 228
(g) incurred or accrued O&M Expenses;
(h) any other payments required to be made under the Concession Agreement; and
(i) balance, if any, in accordance with the instructions of the Concessionaire:
Provided that the disbursements specified in Sub-clause (j) of this Clause 4.2 shall be
undertaken only after the Vesting Certificate has been issued by the Authority.
4.3 Application of insufficient funds
Funds in the Escrow Account shall be applied in the serial order of priority set forth
in Clauses 4.1 and 4.2, as the case may be. If the funds available are not sufficient to
meet all the requirements, the Escrow Bank shall apply such funds in the serial order
of priority until exhaustion thereof.
4.4 Application of insurance proceeds
Notwithstanding anything in this Agreement, the proceeds from all insurance claims,
except life and injury, shall be deposited into and/or credited to the Escrow Account
and utilised for any necessary repair, redevelopment, reinstatement, replacement,
improvement, delivery or installation of the Project, and the balance remaining, if
any, shall be applied in accordance with the provisions contained in this behalf in the
Financing Agreements.
4.5 Withdrawals during Suspension
Notwithstanding anything to the contrary contained in this Agreement, the Authority

may exercise all or any of the rights of the Concessionaire during the period of
Suspension under Article 31 of the Concession Agreement. Any instructions given by
the Authority to the Escrow flank during such period shall be complied with as if such
instructions were given by the Concessionaire under this Agreement and all actions
of the Authority hereunder shall be deemed to have been taken for and on behalf of
the Concessionaire.
5. OBLIGATIONS OF THE ESCROW BANK
5.1 Segregation of funds
Page 218 of 228

Monies and other property received by the Escrow Bank under this Agreement shall,
until used or applied in accordance with this Agreement, be held by the Escrow Bank
in trust for the purposes for which they were received, and shall be segregated from
other funds and property of the Escrow Bank.
5.2 Notification of balances

7 (seven) Business Days prior to each Payment Date (and for this purpose the Escrow
Bank shall be entitled to rely on an affirmation by the Concessionaire and/or the
Lenders‟ Representative as to the relevant Payment Dates), the Escrow Bank shall
notify the Lenders‟ Representative of the balances in the Escrow Account and Sub-
Accounts as at the close of business on the immediately preceding business day.
5.3 Communications and notices

In discharge of its duties and obligations hereunder, the Escrow Bank:
(a) may, in the absence of bad faith or gross negligence on its part, rely as to any
matters of fact which might reasonably be expected to be within the
knowledge of the Concessionaire upon a certificate signed by or on behalf of
the Concessionaire;
(b) may, in the absence of bad faith or gross negligence on its part, rely upon the
authenticity of any communication or document believed by it to be
authentic;
(c) shall, within 5 (five) business days after receipt, deliver a copy to the Lenders‟
Representative of any notice or document received by it in its capacity as the
Escrow Bank from the Concessionaire or any other person hereunder or in
connection herewith; and
(d) shall, within 5 (five) business days after receipt, deliver a copy to the
Concessionaire of any notice or document received by it from the Lenders*
Representative in connection herewith.
5.4 No set off
The Escrow Bank agrees not to claim or exercise any right of set off, banker ‟s lien or
other right or remedy with respect to amounts standing to the credit of the Escrow
Account. For the avoidance of doubt, it is hereby acknowledged and agreed by the
Escrow Bank that the monies and properties held by the Escrow Bank in the Escrow
Account shall not be considered as part of the assets of the Escrow Bank and being
trust property, shall in the case of bankruptcy or liquidation of the Escrow Bank, be
wholly excluded from the assets of the Escrow Bank in such bankruptcy or
liquidation.
Page 219 of 228

5.5 Regulatory approvals
The Escrow Bank shall use its best efforts to procure, and thereafter maintain and
comply with, all regulatory approvals required for it to establish and operate the
Escrow Account. The Escrow Bank represents and warrants that it is not aware of any
reason why such regulatory approvals will not ordinarily be granted to the Escrow
Bank.
Page 220 of 228

6 ESCROW DEFAULT
6.1 Escrow Default

6.1.1 Following events shall constitute an event of default by the
Concessionaire (an “Escrow Default”) unless such event of default has occurred as a
result of Force Majeure or any act or omission of the Authority or the Lenders‟
Representative:
(a) the Concessionaire commits breach of this Agreement by failing to deposit

any receipts into the Escrow Account as provided herein and fails to cure
such breach by depositing the same into the Escrow Account within a Cure
Period of 5 (five) business days;
(b) the Concessionaire causes the Escrow Bank to transfer funds to any account
of the Concessionaire in breach of the terms of this Agreement and fails to
cure such breach by depositing the relevant funds into the Escrow Account or
any Sub-Account in which such transfer should have been made, within a
Cure Period of 5 (five) business days; or
(c) the Concessionaire commits or causes any other breach of the provisions of
this Agreement and fails to cure the same within a Cure Period of 5 (five)
business days.
6.1.2 Upon occurrence of an Escrow Default, the consequences thereof shall
be dealt with under and in accordance with the provisions of the Concession
Agreement.
7 TERMINATION OF ESCROW AGREEMENT

7.1 Duration of the Escrow Agreement
This Agreement shall remain in full force and effect so long as any sum remains to be
advanced or is outstanding from the Concessionaire in respect of the debt,
guarantee or financial assistance received by it from the Senior Lenders, or any of its
obligations to the Authority remain to be discharged, unless terminated earlier by
consent of all the Parties or otherwise in accordance with the provisions of this
Agreement.
7.2 Substitution of Escrow Bank
The Concessionaire may, by not less than 45 (forty five) days prior notice to the
Escrow Bank, the Authority and the Lenders‟ Representative, terminate this
Agreement and appoint a new Escrow Bank, provided that the new Escrow Bank is
acceptable to the Lenders‟ Representative and arrangements are made satisfactory
to the Lenders‟ Representative for transfer of amounts deposited in the Escrow
Account to a new Escrow Account established with the successor Escrow Bank.
The termination of this Agreement shall take effect only upon coming into force of
an Escrow Agreement with the substitute Escrow Bank.
Page 221 of 228

7.3 Closure of Escrow Account
The Escrow Bank shall, at the request of the Concessionaire and the Lenders‟
Representative made on or after the payment by the Concessionaire of all
outstanding amounts under the Concession Agreement and the Financing
Agreements including the payments specified in Clause 4.2, and upon confirmation
of receipt of such payments, close the Escrow Account and Sub-Accounts and pay
any amount standing to the credit thereof to the Concessionaire. Upon closure of the
Escrow Account hereunder, the Escrow Agreement shall be deemed to be
terminated.
8 SUPPLEMENTARY ESCROW AGREEMENT
8.1 Supplementary escrow agreement
The Lenders‟ Representative and the Concessionaire shall be entitled to enter into
a supplementary escrow agreement with the Escrow Bank providing, inter alia, for
detailed procedures and documentation for withdrawals from Sub-Accounts
pursuant to Clause 4.1.1 and for matters not covered under this Agreement such as
the rights and obligations of Senior Lenders and lenders of Subordinated Debt,
investment of surplus funds, restrictions on withdrawals by the Concessionaire in the
event of breach of this Agreement or upon occurrence of an Escrow Default,
procedures relating to operation of the Escrow Account and withdrawal therefrom,
reporting requirements and any matters incidental thereto; provided that such
supplementary escrow agreement shall not contain any provision which is
inconsistent with this Agreement and in the event of any conflict or inconsistency
between provisions of this Agreement and such supplementary escrow agreement,
the provisions of this Agreement shall prevail.
9 INDEMNITY
9.1 General indemnity
9.1.1 The Concessionaire will indemnify, defend and hold the Authority,
Escrow Bank and the Senior Lenders, acting through the Lenders‟ Representative,
harmless against any and all proceedings, actions and third party claims for any loss,
damage, cost and expense arising out of any breach by the Concessionaire of any of
its obligations under this Agreement or on account of failure of the Concessionaire to
comply with Applicable Laws and Applicable Permits.
9.1.2 The Authority will indemnify, defend and hold the Concessionaire
damage, cost and expense arising out of failure of the Authority to fulfil any of its
Page 222 of 228

obligations under this Agreement materially and adversely affecting the
performance of the Concessionaire‟s obligations under the Concession Agreement or
this Agreement other than any loss, damage, cost and expense arising out of acts done in
discharge of their lawful functions by the Authority, its officers, servants and agents.
9.1.3 The Escrow Bank will indemnify, defend and hold the Concessionaire
damage, cost and expense arising out of failure of the Escrow Bank to fulfil its
obligations under this Agreement materially and adversely affecting the
performance of the Concessionaire‟s obligations under the Concession Agreement
other than any loss, damage, cost and expense, arising out of acts done in discharge
of their lawful functions by the Escrow Bank, its officers, servants and agents.
9.2 Notice and contest of claims
In the event that any Party hereto receives a claim from a third party in respect of
which it is entitled to the benefit of an indemnity under Clause 9.1 or in respect of
which it is entitled to reimbursement (the “Indemnified Party”), it shall notify the
other Party responsible for indemnifying such claim hereunder (the “Indemnifying
Party”) within 15 (fifteen) days of receipt of the claim and shall not settle or pay the
claim without the prior approval of the Indemnifying Party, which approval shall not
be unreasonably withheld or delayed. In the event that the Indemnifying Party
wishes to contest or dispute the claim, it may conduct the proceedings in the name
of the Indemnified Party and shall bear all costs involved in contesting the same. The
Indemnified Party shall provide all cooperation and assistance in contesting any
claim and shall sign all such writings and documents as the Indemnifying Party may
reasonably require.
10 DISPUTE RESOLUTION
10.1 Dispute resolution

10.1.1 Any dispute, difference or claim arising out of or in connection with this
Agreement, which is not resolved amicably, shall be decided finally by reference to
arbitration to a Board of Arbitrators comprising one nominee of each Party to the
dispute, and where the number of such nominees is an even number, the nominees
shall elect another person to such Board. Such arbitration shall be held in accordance
with the Rules of Arbitration of the International Centre for Alternative Dispute
Resolution, New Delhi (the “Rules”) or such other rules as may be mutually agreed
by the Parties, and shall be subject to the provisions of the Arbitration and
Conciliation Act, 1996.
10.1.2 The Arbitrators shall issue a reasoned award and such award shall be
final and binding on the Parties. The venue of arbitration shall be [] and the
language of arbitration shall be English.
Page 223 of 228

11 MISCELLANEOUS PROVISIONS
11.1 Governing law and jurisdiction
This Agreement shall be construed and interpreted in accordance with and governed
by the laws of India, and the Courts at [●] shall have jurisdiction over all matters
arising out of or relating to this Agreement.
11.2 Waiver of sovereign immunity
The Authority unconditionally and irrevocably:
(a) agrees that the execution, delivery and performance by it of this Agreement
constitute commercial acts done and performed for commercial purpose;
(b) agrees that, should any proceedings be brought against it or its assets,
property or revenues in any jurisdiction in relation to this Agreement or any
transaction contemplated by this Agreement, no immunity (whether by
reason of sovereignty or otherwise) from such proceedings shall be claimed
by or on behalf of the Authority with respect to its assets;
(c) waives any right of immunity which it or its assets, property or revenues now
has, may acquire in the future or which may be attributed to it in any
jurisdiction; and
(d) consents generally in respect of the enforcement of any judgement or award

against it in any such proceedings to the giving of any relief or the issue of
any process in any jurisdiction in connection with such proceedings (including
the making, enforcement or execution against it or in respect of any assets,
property or revenues whatsoever irrespective of their use or intended use of
any order or judgement that may be made or given in connection therewith).
11.3 Priority of agreements

In the event of any conflict between the Concession Agreement and this Agreement,
the provisions contained in the Concession Agreement shall prevail over this
Agreement.
11.4 Alteration of terms

All additions, amendments, modifications and variations to this Agreement shall be
effectual and binding only if in writing and signed by the duly authorised
representatives of the Parties.
Page 224 of 228

11.5 Waiver
11.5.1 Waiver by any Party of a default by another Party in the observance

and performance of any provision of or obligations under this Agreement:
(a) shall not operate or be construed as a waiver of any other or subsequent

default hereof or of other provisions of or obligations under this
Agreement;
(b) shall not be effective unless it is in writing and executed by a duly

authorised representative of the Party; and
(c) shall not affect the validity or enforceability of this Agreement in any
manner.
11.5.2 Neither the failure by any Party to insist on any occasion upon the
performance of the terms, conditions and provisions of this Agreement or any
obligation thereunder nor time or other indulgence granted by any Party to
another Party shall be treated or deemed as waiver of such breach or acceptance
of any variation or the relinquishment of any such right hereunder.
11.6 No third party beneficiaries
This Agreement is solely for the benefit of the Parties and no other person or
entity shall have any rights hereunder.
11.7 Survival
11.7.1 Termination of this Agreement:
(a) shall not relieve the Parties of any obligations hereunder which expressly
or by implication survive termination hereof; and
(b) except as otherwise provided in any provision of this Agreement

expressly limiting the liability of either Party, shall not relieve either Party
of any obligations or liabilities for loss or damage to the other Party
arising out of, or caused by, acts or omissions of such Party prior to the
effectiveness of such termination or arising out of such termination.
11.7.2 All obligations surviving the cancellation, expiration or termination of

this Agreement shall only survive for a period of 3 (three) years following the
date of such termination or expiry of this Agreement.
Page 225 of 228

11.8 Severability
If for any reason whatever any provision of this Agreement is or becomes invalid,
illegal or unenforceable or is declared by any court of competent jurisdiction or
any other instrumentality to be invalid, illegal or unenforceable, the validity,
legality or enforceability of the remaining provisions shall not be affected in any
manner, and the Parties will negotiate in good faith with a view to agreeing to
one or more provisions which may be substituted for such invalid, unenforceable
or illegal provisions, as nearly as is practicable to such invalid, illegal or
unenforceable provision. Failure to agree upon any such provisions shall not be
subject to dispute resolution under Clause 10.1 of this Agreement or otherwise.
11.9 Successors and assigns
This Agreement shall be binding on and shall inure to the benefit of the Parties
and their respective successors and permitted assigns.
11.10 Notices
All notices or other communications to be given or made under this Agreement

shall be in writing and shall either be delivered personally or sent by courier or
registered post with an additional copy to be sent by facsimile. The address for
service of each Party and its facsimile number are set out under its name on the
signing pages hereto. A notice shall be effective upon actual receipt thereof, save
that where it is received after 5.30 (five thirty) p.m. on a business day, or on a
day that is not a business day, the notice shall be deemed to be received on the
first business day following the date of actual receipt. Without prejudice to the
foregoing, a Party giving or making a notice or communication by facsimile shall
promptly deliver a copy thereof personally, or send it by courier or registered
post to the addressee of such notice or communication. It is hereby agreed and
acknowledged that any Party may by notice change the address to which such
notices and communications to it are to be delivered or mailed. Such change
shall be effective when all the Parties have notice of it.
11.11 Language
All notices, certificates, correspondence and proceedings under or in connection

with this Agreement shall be in English.
11.12 Authorised representatives
Each of the Parties shall, by notice in writing, designate their respective

authorised representatives through whom only all communications shall be
Page 226 of 228

made. A Party hereto shall be entitled to remove and/or substitute or make
fresh appointment of such authorised representative by similar notice.
11.13 Original Document
This Agreement may be executed in four counterparts, each of which when

executed and delivered shall constitute an original of this Agreement.
IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS
OF THE DATE FIRST ABOVE WRITTEN.

For and on behalf of CONCESSIONAIRE by: For and on behalf of SENIOR LENDERS by the
Lenders‟ Representative:
(Name) (Name)
(Address) (Address)
(Fax No.) (Fax No.)

For and on behalf of ESCROW BANK by: For and on behalf of [●] by:
(Name) (Name)
(Address) (Address)
(Fax No.) (Fax No.)
In the presence of:

1. 2.
Page 227 of 228

Schedule 12
Undertaking on Land Title
(To be provided by the Concessionaire saying his satisfaction over the land title(s) and
required documents shown by the Grantor)
(To be obtained from SPC)
Page 228 of 228

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REQUEST FOR PROPOSAL

(NIT No: CRDA-14024 (34)/7/2018 – 2nd Call)

Development of Amaravati Marina in Amaravati Capital City, Andhra

SCHEDULE OF BIDDING PROCESS

The Authority shall endeavor to adhere to the following schedule:

S. No. Event Description Date

1 Notice Inviting Tender (2nd Call) 20-06-18

Uploading the Request For Proposal (RFP) on

3 Last date for receiving queries 25-06-18

4 Response to Queries uploaded on Website 27-06-18

5 Bid Due Date 03-07-18, 15:00 hrs.

6 Opening of Technical Bids (Envelope A) 03-07-18, 15:30 hrs.

7 Opening of Financial Bids To be decided

Issue of Letter of Acceptance (LoA) to

Not less than 180 Days from Bid

APCRDA Page 2 of 228

APCRDA Page 3 of 228

Andhra Pradesh Capital Region Development Authority (APCRDA)

APCRDA Page 4 of 228

PART 1 – INSTRUCTIONS TO BIDDERS ......................................................................................................................... 8

DATA SHEET ...................................................................................................................................................................... 22

2 INSTRUCTIONS TO BIDDERS ........................................................................................................................................ 34

APCRDA Page 5 of 228

2.4 Change in composition of the Consortium......................................................................................................... 42

PART II – DEVELOPMENT CONTROLS AND SPECIFICATIONS ............................................................................................ 57

4 DEVELOPMENT BRIEF .................................................................................................................................................. 58

5 TECHNICAL SPECIFICATIONS ....................................................................................................................................... 63

6 LOCATION MAP OF THE PROPOSED PROJECT SITE ..................................................................................................... 68

PART III – FORMATS FOR SUBMISSION OF BID ................................................................................................................. 69

BIDDING FORMS ............................................................................................................................................................... 70

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FORM A1: FORMAT FOR LETTER OF BID ..................................................................................................................... 72

PART IV – DRAFT CONCESSION AGREEMENT ................................................................................................................114

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PART 1 – INSTRUCTIONS TO BIDDERS

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1.1.1 Vision for Amaravati

The Government of Andhra Pradesh is developing ‘Amaravati’ as a world class capital

Peoples’ capital of Andhra Pradesh, Amaravati is envisioned to be 'India’s happiest

1.1.1.1. Economic powerhouse:

As a national economic hub, Amaravati is expected to attract non-polluting high-value

1.1.1.2. World-class infrastructure and connectivity:

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along proven urban planning principles to promote citizen well-being including

1.1.1.3. Green, clean, resource efficient:

1.1.1.4. Quality living for all:

1.1.1.5. Financial sustainability:

Amaravati will be self-sustaining in terms of funding, by prioritising infrastructure

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1.1.1.6. Old and new:

1.1.2 Tourism, Recreation, Leisure and Entertainment Facilities in Amaravati

Developing Tourism, Leisure & Entertainment and Recreation facilities in Amaravati

Amaravati is being developed with significant international cooperation and support

1.1.3 Role of APCRDA:

Government of Andhra Pradesh (GoAP) enacted Andhra Pradesh Capital Region

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1.2 Brief Description of Bidding Process

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