bid documents for lease cum development of tourism properties, uttar pradesh · 2011-10-26 ·...

DEPARTMENT OF TOURISM

GOVERNMENT OF UTTAR PRADESH

BID DOCUMENTS FOR

LEASE CUM DEVELOPMENT

OF TOURISM PROPERTIES, UTTAR PRADESH

OCTOBER 2011

Department of Tourism, Government of Uttar Pradesh

Paryatan Bhawan, C-13, Vipin Khand, Gomti Nagar, Lucknow: 226 010

Request for Proposal 2

DEPARTMENT OF TOURISM

GOVERNMENT OF UTTAR PRADESH

BID DOCUMENTS FOR

LEASE CUM DEVELOPMENT OF

TOURISM PROPERTIES, UTTAR PRADESH

VOLUME I OF III: REQUEST FOR PROPOSAL

OCTOBER 2011

Department of Tourism, Government of Uttar Pradesh

Paryatan Bhawan, C-13, Vipin Khand, Gomti Nagar, Lucknow: 226 010


[DEPARTMENTOF TOURISM, GoUP]

To

________________________________

________________________________

________________________________

Dated: _________________________

LETTER OF INVITATION

Sub: Request for Proposal for “Development of Tourism Properties, Uttar Pradesh”

Dear Sir,

We acknowledge your remittance of Rs. 25,000 (Rupees Twenty Five Thousand only)

towards Bid Processing Fee for the Request for Proposal document (the “RFP”).

You are requested to participate in the Bid Stage with the objective of submitting your

Proposal (the “Bid”) for the aforesaid project in accordance with the RFP.

Please note that Department of Tourism, Government of Uttar Pradesh represented

through Director General, Tourism on behalf of Government of Uttar Pradesh [“the

Authority”] reserves the right to accept or reject all or any of the Bids without assigning

any reason whatsoever.

Thanking you,

Yours faithfully,

______________________

Director General, Tourism

Government of Uttar Pradesh

Paryatan Bhawan

C-13, Vipin Khand, Gomti Nagar

Lucknow: 226 010

Disclaimer

The information contained in this Request for Proposal document (the “RFP”) or subsequently provided to

Bidder(s), whether in documentary or any other form by or on behalf of the Authority or any of their

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 of offer 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 (the "Bid"). 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 this RFP, especially the Project Information Memorandum, may

not be complete, accurate, adequate or correct. 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 depends

upon interpretation of law. The information given is not 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 Bidders 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 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 bound to select a Bidder or to appoint the Selected

Bidder or Developer, as the case may be, for the Project and the Authority reserves the right to reject all or

any of the Bids without assigning any reason whatsoever.

The Bidder shall bear all its costs associated with or relating to the preparation and submission of its Bid

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.

Development of Tourism Properties, Uttar Pradesh


Glossary

Annual Lease Rental As defined in Clause 2.2.7

Appointed Date Date of signing the Agreement

Authority As defined in Clause 1.1.1

Bank Guarantee As defined in Clause 5.1.1

Bid As defined in Disclaimer

Bidding Documents As defined in Clause 2.1.1

Bid Due Date As defined in Clause 2.2.2

Bidding Process As defined in Clause 2.2.1

Bidder As defined in Clause 2.2.1

Bid Security As defined in Clause 2.2.3

Bid Validity Period As defined in Clause 2.3.1

Conflict of Interest As defined in Clause 3.1.5

Consortium As defined in Clause 3.1.1

Demand Draft As defined in Clause 5.1.2

DoT As defined in Clause 1.1.1

Developer As defined in Clause 1.1.3

Eligibility Criteria As defined in Clause 3.2

F.A.R Floor Area Ratio

GoI Government of India

GoUP Government of Uttar Pradesh

Lease As defined in Clause 1.1.4

Lease cum Development Agreement As defined in Clause 1.1.3

Lease Period As defined in Clause 1.1.2

LOI As defined in Clause 6.3.16

Member Member of a Consortium

Performance Security As defined in Clause 6.5.1 (b)

PPP Public Private Partnership

Project As defined in Clause 1.1

RTB Rahi Tourist Bungalow

Re. or Rs. or INR Indian Rupee

Reserve Lease Rent As defined in Clause 6.3.8 (i)

RFP Request for Proposal

Selected Bidder As defined in Clause 6.3.8

SPV As defined in Clause 3.2.2

Sqm Square Meter

Tie Bidders As defined in Clause 6.3.10

Upfront Fee As defined in Clause 6.5.1

UPSTDCL Uttar Pradesh Tourism Development Corporation Limited

The words and expressions beginning with capital letters and defined in this document

shall, unless the context otherwise requires, have the meaning ascribed thereto herein.



Contents

1 INTRODUCTION .................................................................................................... 5

1.1 Background ................................................................................................................. 5

2 RFP DOCUMENT .................................................................................................... 5

2.1 Bidding Documents ..................................................................................................... 5

2.2 Brief Description of Bidding Process ......................................................................... 7

2.3 Schedule of Bidding Process ...................................................................................... 7

3 INSTRUCTIONS TO BIDDERS ............................................................................ 8

3.1 General Terms of Bidding .......................................................................................... 8

3.2 Eligibility Criteria ....................................................................................................... 9

3.3 Change in Ownership ................................................................................................ 11

3.4 Cost of Bidding ......................................................................................................... 12

3.5 Site visit and verification of information.................................................................. 12

3.6 Acknowledgement..................................................................................................... 12

3.7 Right to accept and to reject any or all Bids ............................................................. 13

3.8 Clarifications ............................................................................................................. 14

3.9 Amendment of RFP .................................................................................................. 14

4 PREPARATION AND SUBMISSION OF BIDS ............................................... 14

4.1 Language ................................................................................................................... 15

4.2 Format and Signing of Bid ........................................................................................ 15

4.3 Sealing and Marking of Bids .................................................................................... 15

4.4 Bid Due Date ............................................................................................................. 17

4.5 Late Bids .................................................................................................................... 17

4.6 Modifications/ Substitution/ Withdrawal of Bids .................................................... 17

4.7 Rejection of Bids ....................................................................................................... 18

4.8 Validity of Bids ......................................................................................................... 18

4.9 Confidentiality ........................................................................................................... 18

4.10 Correspondence with the Bidder .............................................................................. 18

5 BID SECURITY ...................................................................................................... 18

5.1 Bid Security ............................................................................................................... 18

6 EVALUATION OF BIDS ...................................................................................... 19

6.1 Opening of Bids ........................................................................................................ 20

6.2 Tests of Responsiveness ........................................................................................... 20

6.3 Evaluation Process .................................................................................................... 20

6.4 Contacts during Bid Evaluation ................................................................................ 23

6.5 Payment to be made by the Selected Bidder ............................................................ 23

7 IMPLEMENTATION FRAMEWORK ............................................................... 24

7.1 General ...................................................................................................................... 24



7.2 The Lease Period ....................................................................................................... 24

7.3 Possession of the Property ........................................................................................ 24

7.4 Investment Plan ......................................................................................................... 25

7.5 First Right of Refusal to Developer .......................................................................... 26

7.6 Statutory Licenses/Taxes .......................................................................................... 26

7.7 Insurance of the Property .......................................................................................... 27

7.8 Hypothecation ........................................................................................................... 27

7.9 Maintain a separate Escrow Bank account ............................................................... 27

7.10 Developer’s Freedom to Fix Tariffs ......................................................................... 27

7.11 Sub-leasing / Joint Venture by Developer ................................................................ 27

7.12 Penalty for delay in Payments .................................................................................. 27

7.13 Termination ............................................................................................................... 27

7.14 Terminal Value .......................................................................................................... 28

7.15 Treatment to Existing Employees ............................................................................. 28

7.16 Responsibility of Developer ..................................................................................... 28

7.17 Responsibility of the Authority ................................................................................ 31

8 FRAUD AND CORRUPT PRACTICES ............................................................. 32

8.1 General ...................................................................................................................... 32

9 MISCELLANEOUS ............................................................................................... 33

9.1 Pre-bid Conference ................................................................................................... 33

9.2 Other Conditions ....................................................................................................... 33



Check list

Description Annexure Submitted

(Yes/ No)

ENVELOPE 1

Covering letter clearly stating the validity period of the Bid A1

Power of Attorney for signing the Bid A2

Joint Bidding Agreement A3

Power of Attorney for Lead Member of Consortium A4

Bid Security, as per the prescribed format A5

Anti-Collusion Certificate A6

Details of the place of incorporation, registered office etc. A7

Certificate(s) from its statutory auditors specifying the Net

worth and Audited Financial Statements/ Balance Sheets

A8

Undertaking to meet the Minimum Development & Operation

Obligations

A9

Project Concept, Marketing including Project Implementation

Plan

A10

ENVELOPE 2

Financial Bid B1



1 INTRODUCTION

1.1 Background

1.1.1 Government of Uttar Pradesh (GoUP) through Department of Tourism (“DoT”),

Government of Uttar Pradesh (GoUP) and Uttar Pradesh State Tourism

Development Corporation Limited (UPSTDCL), a 100% owned State Government

Company, incorporated under the Companies Act, 1956, owns and operates a

number of tourism properties referred to as Hotels, Rahi Tourist Bunglows,

Motels, Restaurants etc. (the “Unit or Property”) in the State. Some of the Units

are owned by UPSTDCL and some are owned by Directorate of Tourism, GoUP.

The list of these Units/Properties is given in Annexure-1.

1.1.2 With the objective of providing upgraded facilities to users, better management,

promoting tourism and unlocking the commercial value of the Properties, Director

General, Tourism, GoUP (“Authority”) is inviting Bids from private sector party

for design, finance, development, construction, up-gradation, modernisation,

operation, maintenance and management of the Property (the “Project or

Projects”) through Public Private Partnership. For this purpose, the identified

Properties shall be leased out to Developer/s on “as-is-where-is” basis for a period

(the “Lease Period”) as specified in Clause 7.2 of this RFP.

1.1.3 The Selected Bidder (“Developer or Lessee”) shall be responsible for

implementing the Project for one or more Units under and in accordance with the

provisions of the lease cum development agreement (the “Lease cum

Development Agreement or Agreement”) to be entered into between the

Developer and the Authority separately for each Unit, in the form as provided in

Part III: Lease cum Development Agreement of the Bidding Documents.

1.1.4 The Agreement sets forth the detailed terms and conditions, rights/obligations of

the Developer and modalities for implementation under the proposed arrangement

(the “Lease”). Unless the context otherwise requires, the terms not defined in this

RFP, but defined in the Agreement for the Project shall have the meaning assigned

thereto in the Agreement.

2 RFP DOCUMENT

2.1 Bidding Documents

2.1.1 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 (collectively the "Bidding Documents"), as modified, altered,

amended and clarified from time to time by the Authority, and all Bids shall be

prepared and submitted in accordance with such terms.

2.1.2 This RFP comprises the Disclaimer set forth hereinabove and will additionally

include any Addenda issued in accordance with Clause 3.9

2.1.3 The Bidding Documents include Part I: Instructions to Bidders, Part II: Project



Information Memorandum (PIM) and Part III: Lease cum Development

Agreement. Subject to the provisions of Clause 2.1.2, the aforesaid documents and

any Addenda issued subsequent to this RFP Document, but before the Bid Due

Date, will be deemed to form part of the Bidding Documents.

2.1.4 The PIM for the Project is being provided only as a preliminary reference

document by way of assistance to the Bidders who are expected to carry out their

own surveys, investigations and other detailed examination before submitting their

Bids. Nothing contained in the PIM shall be binding on the Authority nor confer

any right on the Bidders, and the Authority shall have no liability whatsoever in

relation to or arising out of any or all contents of the PIM.

2.1.5 The statements and explanations contained in this RFP are intended to provide a

proper 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 Developer set forth in the Agreement or the

Authority’s rights to amend, alter, change, supplement or clarify the scope of

work, the Lease 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 Authority.

2.1.6 Notwithstanding anything to the contrary contained in this RFP, the detailed terms

specified in the Agreement shall have overriding effect.

2.1.7 The Bidding 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.

2.1.8 This RFP is not transferable.

2.1.9 This is a common RFP applicable for all the Projects. There is no cap on the

number of Projects that can be bid for by the Bidders. In case where a Bidder

is bidding for multiple number of Projects, a single Technical Bid (Envelope I

and Envelope II as described in Clause 4.3), submitted as per the prescribed

formats in this RFP, is sufficient for consideration.

2.1.10 The Financial Proposal (the “Financial Bid(s)”) should be submitted separately

for each Project (Cluster or individual unit or for all the 68 Units as listed in

Annexure-1) along with the Bid as per the provisions of Clause 3.2.1 and 4.3.4.

2.1.11 Any award of Lease pursuant to this RFP shall be subject to the terms of Bidding

Documents.



2.2 Brief Description of Bidding Process

2.2.1 The Authority has adopted a single-stage process (collectively referred to as the

"Bidding Process") for selection of Developer for award of the Project. Interested

applicants can submit their Bid in accordance with the provisions of this RFP (the

"Bidder", which expression shall, unless repugnant to the context, include the

Members of the Consortium).

2.2.2 A Bidder bidding for multiple number of Projects is required to submit only one

Technical Proposal and separate Financial Bids for each Project (Cluster or

individual units or for all the 68 Units as listed in Annexure-1) along with the Bid

as per the provisions of Clause 3.2.1 and 4.3.4.

2.2.3 RFP Document can be obtained from the office of the Director General, Tourism

from October 25, 2011 onwards till 12.00 Hrs. Of November 21, 2011 on payment

of a non-refundable fee of Rs. 25,000/- (Rupees Twenty Five Thousand only). The

document can also be downloaded from www.up-tourism.com. In this case, the

Bidder has to attach a non–refundable Demand Draft of Rs 25,000/- (Rupees

Twenty Five Thousand Only) drawn in favour of Director General, Department of

Tourism, Government of Uttar Pradesh payable at Lucknow while submitting the

Bid documents.

2.2.4 The Bid shall be valid for a period of not less than 180 days from the Bid Due Date

as specified in Clause 2.3.1 for submission of Bids (the “Bid Validity Period”).

2.2.5 A Bidder is required to deposit, along with its Bid, a Bid Security as indicated in

Annexure-2 (the "Bid Security"), refundable not later than 60 days from the Bid

Due Date except in the case of the Selected Bidder. The Bidder has the option to

provide the Bid Security either as a Demand Draft or in the form of an irrevocable

and an unconditional Bank Guarantee, acceptable to the Authority, as per format

given in the RFP. The validity period of the Bank Guarantee or Demand Draft, as

the case may be, shall not be less than 240 days from the Bid Due Date, and may

be extended subject to the maximum period of 300 days from the Bid Due Date by

the Bidder from time to time at the request of the Authority. The Bid shall be

summarily rejected if it is not accompanied by the Bid Security.

2.2.6 Any condition or qualification or any other stipulation contained in the Bid shall

render the Bid liable to rejection as a non-responsive Bid.

2.2.7 The Selected Bidder shall be the Bidder who quotes the Highest Annual Lease

Rent (the “Annual Lease Rent”) for procuring the Lease.

2.2.8 Any queries concerning this RFP shall be submitted in writing or by fax and e-mail

to the officer designated in Clause 2.3.1 below. The envelopes/ communication

shall clearly bear the following identification/title: "Queries: RFP for

Development of Tourism Properties, Uttar Pradesh".

2.3 Schedule of Bidding Process

2.3.1 The Authority shall endeavour to adhere to the following schedule:



Bid Stage Estimated Date

1. Issue of RFP October 25, 2011

2. Pre-Bid meeting November 03, 2011

Uttar Pradesh Sadan, Chanakya Puri,

New Delhi at 11:30 AM

Pre-Bid meeting November 04, 2011

Conference Hall, No 111,

Yojna Bhawan, Sarojini Naidu Marg,

Lucknow at 11:30 AM

3. Last date for receiving queries November 04, 2011

4. Last Date for Purchase of Bid

Documents

12:00 Hours of November 21, 2011

5. Bid Due Date 15:00 Hours of November 21, 2011

6. Opening of Technical Bid 17:00 Hours of November 21, 2011

7. Opening of Financial Bid Will be intimated later

8. Letter of Intent (LOI) Within 15 days from the date of

Financial Bid Opening

9. Validity of Bids 180 days from Bid Due Date

10. Signing of Agreement Within 90 days of award of LOI

11. Address for Submission of Bid/

Opening of Bids

Director General,

Department of Tourism


Paryatan Bhawan

C-13, Vipin Khand, Gomti Nagar

Lucknow: 226 010

Phone: 91-522-2308916, 2307095

E-mail: [email protected]

Fax: 91-522-2213515

3 INSTRUCTIONS TO BIDDERS

3.1 General Terms of Bidding

3.1.1 The Bidder may be a sole applicant (single Company) or a group of Companies

(the “Consortium”), coming together to implement the Project. However, a

Bidder bidding individually or as a member of a Consortium shall not be entitled to

submit another Bid for the same Unit/Cluster either individually or as a member of

any other Consortium, as the case may be. The term Bidder used herein would

apply to both a sole applicant and a Consortium. The Bidder cannot be an

individual or group of individuals, the Bidder should be a Company registered

under Companies Act.

3.1.2 Any Bidder, who has earlier been barred by GoUP from participating in GoUP

projects, would not be eligible to submit a Proposal, where the bar subsists as on the

Bid Due Date.

3.1.3 Each Bidder shall submit only one (1) Bid for each Unit/Property, in response to this

RFP. Any Bidder, who submits more than one Bid for the same Unit/Property, will

be disqualified.



3.1.4 Bidder may Bid for one or more Unit/Cluster or for all the 68 Units as listed in

Annexure-1 subject to the terms and conditions as stipulated in this RFP.

3.1.5 A Consortium shall be eligible for consideration subject to the conditions set out in

Clause 3.2 and 3.3.

3.1.6 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. In the event of disqualification, the Authority shall forfeit, invoke

and appropriate the Bid Security or Performance Security, as the case may be,

without prejudice to any other right or remedy that may be available to the

Authority hereunder or otherwise. Without limiting the generality of the above, a

Bidder shall be considered to have a Conflict of Interest that affects the Bidding

Process, if:

a. a Lead Member of such Bidder (or any constituent thereof) and any other

Bidder (or any constituent thereof) have common controlling shareholders

or other ownership interest; or

b. a Lead Member or constituent Member of such Bidder (in case of a

Consortium) is also a constituent of another Bidder; or

c. such Bidder receives or has received any direct or indirect subsidy from

any other Bidder, or has provided any such subsidy to any other Bidder; or

d. such Bidder has the same legal representative for purposes of this Bid as

any other Bidder; or

e. such Bidder has a relationship with another Bidder, directly or through

common third parties, that puts them in a position to have access to each

others’ information about, or to influence the Bid of either or each of the

other Bidder; or

f. such Bidder has participated as a Consultant to the Authority in the

preparation of any documents, design or technical specifications of the

Project.

3.2 Eligibility Criteria

3.2.1 The interested Bidders are required to satisfy all the following criteria as Minimum

Eligibility Criteria to qualify for the opening of the Financial Bids being submitted:

a. Technical Criteria: For demonstrating technical capacity and experience

(the “Technical Capacity”), the Bidder shall, have:

• To submit an undertaking to the effect that the Company is under

operation and existence for the last 3 years i.e. Years 2008-09, 2009-10,

2010-11

1. Submit the certificate of incorporation, Memorandum of

Association (MoA) and Articles of Association (AoA).

2. Annual Report of the Company (last 3 years i.e. Years 2008-09,

2009-10, 2010-11).

In case of Consortium the above document shall be submitted for each

member of the Consortium.



b. Financial Criteria: The Bidder shall have a Net Worth (the “Financial

Capacity”) as indicated in Annexure-2, for the latest financial year

preceding the Bid Due Date (i.e. Year 2010-11).

• The bidder can bid for more than one Unit / Cluster or for all the 68

Units (as listed in Annexure-1) however, the final selection of the

Successful Bidder (Developer) would be limited to the number of

Units/Clusters that is deemed eligible as per the financial eligibility

criteria as mentioned in Annexure-2. In case the bidder is found suitable

for more Units / Clusters than it is eligible (based on the financial

eligibility criteria), the Units / Clusters in which the bidder is successful

will depend on the order of preference as mentioned by the bidder in

Annexure-A1 which is to be submitted along with the Technical Bid.

• In case of a Consortium, the Lead Member of the Consortium should

satisfy at least 51% (fifty one percent) of the above financial criteria.

3.2.2 Where the Bidder is a single company, it may be required to form an appropriate

Special Purpose Vehicle, incorporated under the Indian Companies Act, 1956 (the

“SPV”), to execute the 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:

a. Number of members in a consortium shall not exceed 3 (Three)

b. the Bid should contain the information for each member of the Consortium;

c. 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 51% (Fifty one per cent) of the paid up and subscribed equity of the

SPV. The nomination(s) shall be supported by a Power of Attorney, signed

by all the other members of the Consortium;

(i) It is mandatory that the Lead Member of the Consortium shall

maintain a minimum equity component of at least 51% (fifty one

percent) till the successful completion of the Development

Obligations or a period of 5 (five) years from the Appointed Date,

whichever is later, and 26% (twenty six percent) thereafter till the end

of the Lease Period.

(ii) The aggregate equity share holding of the members / partners of the

Consortium in the issued and paid up equity share capital of the SPV

shall not be less than (i) 100% (hundred per cent) till the successful

completion of the Development Obligations or a period of 5 (five)

years from the Appointed Date (whichever is later) and 51% (fifty one

percent) thereafter till the end of the Lease Period.

(iii) Every member of the Consortium shall have a minimum equity share

of 11% in the SPV till the successful completion of the Development

Obligations or a period of 5 (five) years from the Appointed Date

(whichever is later).

d. the Application should include a brief description of the roles and

responsibilities of each member, particularly with reference to financial,

technical and operation obligations;



e. the members of a Consortium shall form an appropriate SPV to execute the

Project, if awarded to the Consortium;

f. Members of the Consortium shall enter into a binding Joint Bidding

Agreement, (the “Joint Bidding Agreement”), for the purpose of

submitting the Bid. The Joint Bidding Agreement, to be submitted along

with the Bid, shall, inter alia:

� convey the intent to form an SPV with shareholding/ ownership

equity commitment(s) in accordance with this RFP, which would

enter into the Agreement and subsequently perform all the

obligations of the Developer in terms of the Agreement, in case the

lease to undertake the Project is awarded to the Consortium;

� clearly outline the proposed roles and responsibilities, if any, of

each member;

� commit the minimum equity stake to be held by each member;

� the Lead Member shall hold at least 51% (fifty one per cent) of the

subscribed and paid up equity of the SPV till the successful

completion of the Development Obligations or a period of 5 (five)

years from the Appointed Date (whichever is later); and

� include a statement to the effect that all members of the Consortium

shall be liable jointly and severally for all obligations of the

Developer in relation to the Project until the Financial Close of the

Project is achieved in accordance with the Agreement; and

� except as provided under this RFP and the Bidding Documents,

there shall not be any amendment to the Joint Bidding Agreement

without the prior written consent of the Authority.

3.3 Change in Ownership

3.3.1 By submitting the Bid, the Bidder shall be deemed to have acknowledged the

terms and conditions mentioned in this RFP. The Bidder further acknowledges and

undertakes that each of such Consortium Members who have met the Financial

Capacity shall remain part of the Consortium with the aforesaid equity holding for

a minimum period of 5 (Five) years from the Appointed Date.

3.3.2 By submitting the Bid, the Bidder shall also be deemed to have acknowledged and

agreed that in the event of a change in control of a Consortium Member whose

Financial Capacity was taken into consideration, the Bidder shall inform the

Authority forthwith along with all relevant particulars about the same and the

Authority may, in its sole discretion, disqualify the Bidder or withdraw the LOI

from the Selected Bidder, as the case may be. In the event such change in control

occurs after signing of the Agreement notwithstanding anything to the contrary

contained in the Agreement, be deemed to be a breach thereof, and the Agreement

shall be liable to be terminated without the Authority being liable in any manner

whatsoever to the Developer. In such an event, notwithstanding anything to the

contrary contained in the Agreement, the Authority shall forfeit, invoke and

appropriate the Bid Security or Performance Security without prejudice to any

other right or remedy that may be available to the Authority hereunder or

otherwise.

3.3.3 A Bidder including any Consortium Member 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, as the case may be, nor

has been expelled from any project or contract by any public entity nor have had

any contract terminated any public entity for breach by such Bidder/Consortium

Member.

3.4 Cost of Bidding

3.4.1 The Bidder shall be responsible for all of the costs associated with the preparation

of their Bid and his participation in the Bidding Process. The Authority will not be

responsible or in any way liable for such costs, regardless of the conduct or

outcome of the Bidding Process.

3.5 Site visit and verification of information

3.5.1 Bidders are encouraged to respond to this RFP after making an on the spot

assessment of the relevant Units/Properties and the conditions prevailing thereof,

the surroundings, market assessment and all other parameters and issues related to

development of Properties including Applicable Laws and regulations, and any

other matter considered relevant by them.

3.5.2 For the purpose of site visit the Bidders are required to contact the below

mentioned person:

Name: Manoj Panda (Project Management Unit), Contact No: 07381010273

Name: Neeraj Kumar, Contact No: 09313127275

3.6 Acknowledgement

3.6.1 It shall be deemed that by submitting a Bid, the Bidder has:

a. made a complete and careful examination of the Bidding Documents;

b. received all relevant information requested from the Authority;

c. acknowledged and accepted the risk of inadequacy, error or mistake in the

information provided in the Bidding Documents or furnished by or on

behalf of the Authority relating to any of the matters referred to in Clause

3.5.1 above;

d. satisfied itself about all matters, things and information including matters

referred to in Clause 3.5.1 hereinabove necessary and required for

submitting an informed Bid, execution of the Project in accordance with the

Bidding Documents and performance of all of its obligations thereunder;

e. made a complete and careful examination of the various aspects of the

Project including but not limited to:

(i) the property on which the Unit is located;

(ii) existing facilities and structures;

(iii) condition of the interiors, exteriors, appurtenances and the layout of

the building including but not limited to open spaces around the Unit;

(iv) the conditions of the access roads and utilities in the vicinity of the

Unit;



(v) conditions affecting transportation, access, disposal, handling and

storage of materials;

(vi) clearances obtained by the Authority for the Project; and

(vii) all other matters that might affect the Bidder's performance under the

terms of this RFP document

f. acknowledged and agreed that inadequacy, lack of completeness or

incorrectness of information provided in the Bidding Documents or

ignorance of any of the matters referred to in Clause 3.5.1 hereinabove

shall not be a basis for any claim for compensation, damages, extension of

time for performance of its obligations, loss of profits etc. from the

Authority, or a ground for termination of the Agreement by the Developer;

and

g. agreed to be bound by the undertakings provided by it under and in terms

hereof.

3.6.2 For any assistance, Bidders can contact the following office at Lucknow as per

their convenience on the addresses given below:

Director General, Tourism


Paryatan Bhawan, C-13, Vipin Khand, Gomti Nagar

Lucknow: 226 010

Phone: 91-522-2308916, 2307095, E-mail: [email protected]

3.7 Right to accept and to reject any or all Bids

3.7.1 Notwithstanding anything contained in this RFP, the Authority reserves the right to

accept or reject any Bid and to annul the Bidding Process and reject all Bids at any

time without any liability or any obligation for such acceptance, rejection or

annulment, and without assigning any reasons thereof.

3.7.2 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,

supplemental information sought by the Authority

c. Such misrepresentation/ improper response shall lead to the disqualification

of the Bidder.

3.7.3 In case 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,

including the Lease thereby granted by the Authority, that one or more of the pre-

qualification 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 not yet appointed as the

Developer either by issue of the LOI or entering into of the Agreement, and if the

Bidder has already been issued the LOI 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 Bidder, without the Authority being liable in any manner



whatsoever to the Bidder or Developer, as the case may be. In such an event, the

Authority shall forfeit, invoke and appropriate the Bid Security or Performance

Security without prejudice to any other right or remedy that may be available to

the Authority.

3.7.4 The Authority reserves the right to verify all statements, information and

documents submitted by the Bidder in response to the RFP or the Bidding

Documents. Failure of the Authority to undertake such verification shall not

relieve the Bidder of its obligations or liabilities hereunder nor will it affect any

rights of the Authority thereunder.

3.8 Clarifications

3.8.1 Bidders requiring any clarification on the RFP may notify the Authority in writing

or by fax and e-mail in accordance with Clause 2.2.8. They should send in their

queries before the date mentioned in the Schedule of Bidding Process specified in

Clause 2.3.1. The Authority shall endeavour to respond to the queries within the

period specified therein, but no later than 15 (fifteen) days prior to the Bid Due

Date. The responses will be sent by fax or e-mail. The Authority will forward all

the queries and its responses thereto, to all Bidders without identifying the source

of queries.

3.8.2 The Authority shall endeavour 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

Clause shall be taken or read as compelling or requiring the Authority to respond

to any question or to provide any clarification.

3.8.3 The Authority may also on its own motion, if deemed necessary, issue

interpretations and clarifications to all Bidders. All clarifications and

interpretations issued by the Authority shall be deemed to be part of the Bidding

Documents.

3.9 Amendment of RFP

3.9.1 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 Addenda.

3.9.2 The Addenda/modified RFP (if any) shall be uploaded on the website

www.up-tourism.com. It will be the responsibility of the Bidders to visit the

website on a regular basis to check for updates on this Project and the Bidding

Process. The Authority shall not entertain any complaint/grievance from any

Bidder regarding the non-receipt of the Addenda/Modified RFP.

3.9.3 In order to afford the Bidders a reasonable time for taking an Addendum into

account, or for any other reason, the Authority may, at its own discretion, extend

the Bid Due Date.

4 PREPARATION AND SUBMISSION OF BIDS



4.1 Language

4.1.1 The Application 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 Application 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 Application, the English

language translation shall prevail.

4.2 Format and Signing of Bid

4.2.1 The Bidder shall provide all the information sought under this RFP. The Authority

will evaluate only those Bids that are received in the required formats and

complete in all respects.

4.2.2 The Bid shall be typed or written in indelible ink and signed by the Authorised

signatory of the Bidder who shall also initial each page, in blue ink. All the

alterations, omissions, additions or any other amendments made to the Bid shall be

initialled by the person(s) signing the Bid.

4.2.3 The Bidder shall prepare and submit only 1 (one) set of the Bid per Property/Unit.

4.3 Sealing and Marking of Bids

4.3.1 The Bidder shall submit the Bid in the following format

ENVELOPE I: General Eligibility criteria

ENVELOPE II: Minimum Eligibility criteria

ENVELOPE III: Financial Proposal

4.3.2 Envelope I: “General Eligibility Criteria” shall be submitted in a separate

envelope and shall contain the following, in original:

a. Bid Fee – if the Bidder has downloaded the Bid Documents from the

Authority’s website then the Bidder shall submit a Demand Draft of Rs.

25,000 (Rupees twenty five thousand) only in favour of the Director

General, Department of Tourism, Government of Uttar Pradesh payable in

Lucknow and drawn on any Scheduled Bank in India. However, if the

Bidder has purchased the Bid Documents from the office of Director

General, Department of Tourism, Government of Uttar Pradesh then the

receipt of the same has to be attached.

b. Covering letter clearly stating the validity period of the Bid in the

prescribed format Annexure A1

c. Power of Attorney for signing the Bid, as per the prescribed format

Annexure A2.

d. Joint Bidding Agreement, as per the prescribed format in Annexure A3

wherever required.

e. Power of Attorney for Lead Member of Consortium, as per the prescribed

format in Annexure A4



f. Bid Security, – if Bid Security is opted in the form of Bank Guarantee it

should be as per the prescribed format at Annexure A5

g. Anti-Collusion Certificate – to be submitted on the letter head of the Lead

Member (in case of a Consortium) or the Single applicant as the case may

be substantially as per format given in Annexure A6.

4.3.3 Envelope II: “Minimum Eligibility criteria” shall be submitted in a separate

envelope and shall contain the following, in original:

a. Details of the place of incorporation, registered office (or its equivalent),

current Directors, key Management personnel and principal shareholders,

legal jurisdiction, principal country where assets are located, and, where the

Bidder is a subsidiary company, the details of the Bidder’s status as a

subsidiary together with the name, registered office (or its equivalent),

current Directors and principal shareholder of its immediate and all superior

holding companies. In case of Bidder being a Consortium, the above

information should be given for all the members of the Consortium. Role of

each member of the Consortium in implementation of the Project. Contact

Details comprising name, address, telephone and facsimile numbers, e-mail

address of the Bidder (Lead Member and each member in case of

Consortium) and the names and titles of the persons who are the principal

contact persons shall be provided. This information is to be provided as per

Annexure A7.

b. Memorandum of Association (MoA) & Articles of Association (AoA) -

The main object of the Company shall be the similar as the activities which

are envisaged under the Scope of Work as mentioned in this RFP Document

and the related Bid Documents.

c. Certificate(s) from its Statutory Auditors specifying the Net worth of the

Bidder, at the end of the financial year 2010-11 i.e as on 31st March 2011.

For the purposes of this RFP, net worth (the “Net Worth”) shall mean the

sum of subscribed and paid up equity and reserves from which shall be

deducted the sum of revaluation reserves, miscellaneous expenditure not

written off and reserves not available for distribution to equity share

holders. The Bidders shall be required to submit Audited Financial

Statements/Balance Sheets for three financial years (FY 2008-09, 2009-10

and 2010-11). Financial Year shall mean from 1st April till 31st March.-

Annexure A8. d. An undertaking to meet the Minimum Development Obligations,

Applicable Rules and Regulations, the Environmental Norms of the State

and Central Governments, the Technical Specifications, the Performance

Standards, required for the Project etc. as stipulated in the RFP, as per

Annexure A9.

e. Project Concept, Marketing Write-up, Capital Expenditure, Operation and

Maintenance Plan Annexure A10.

4.3.4 Envelope III: Financial Proposal’ shall be submitted in a separate envelope which

shall contain the following:

a. Financial Bid as per Annexure B1.



• Bidder may Bid for one or more Unit/Cluster for all the 68 Units as

listed in Annexure-1, subject to the terms and conditions as stipulated in

this RFP. The Financial Bid for each Unit/Cluster should be submitted

in a separate sealed envelope with the following clearly mentioned on

the envelope – “Financial Bid for the Project – (Name of Unit / Name

of the Cluster / “All 68 Units” as the case may be)”. However, if any

Bidder is submitting the bid for all the 68 Units, he shall submit a single

Financial Bid. These envelopes would then be enclosed within the

sealed Envelope III.

All the above submissions in original shall be placed inside the Outer Envelope

along with Envelope I, Envelope II and Envelope III. The Outer Envelope shall be

sealed, labelled as “BID FOR DEVELOPMENT OF TOURISM

PROPERTIES, UTTAR PRADESH and NOT TO BE OPENED BEFORE

THE DUE DATE/TIME FOR BID SUBMISSION & OPENING”

4.3.5 Each of the envelopes shall be addressed to:

ATTN. OF: Director General, Tourism

ADDRESS: Government of Uttar Pradesh

Paryatan Bhawan, C-13, Vipin Khand, Gomti Nagar,

Lucknow: 226 010

4.3.6 If the envelopes 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.

4.3.7 Bids submitted by fax, telex, telegram or e-mail shall not be entertained and shall

be rejected.

4.4 Bid Due Date

4.4.1 Bids should be submitted before 1500 hours IST on the Bid Due Date at the

address provided in Clause 2.3.1 in the manner and form as detailed in this RFP. A

receipt thereof should be obtained from the person specified at Clause 2.3.1.

4.4.2 The Authority may, in its sole discretion, extend the Bid Due Date by issuing an

Addendum in accordance with Clause 3.9 uniformly for all Bidders.

4.5 Late Bids

4.5.1 Bids received by the Authority after the specified time on the Bid Due Date shall

not be eligible for consideration and shall be summarily rejected.

4.6 Modifications/ Substitution/ Withdrawal of Bids

4.6.1 No Bid shall be modified, substituted or withdrawn by the Bidder after its

submission.

4.6.2 Any alteration/ modification in the Bid or additional information supplied

subsequent to submission of Bid to the Authority shall be disregarded.



4.7 Rejection of Bids

4.7.1 The Authority reserves the right to accept or reject all or any of the Bids without

assigning any reason whatsoever. It is not obligatory for the Authority to accept

any Bid or to give any reasons for their decision.

4.7.2 The Authority reserves the right not to proceed with the Bidding Process at any

time, without notice or liability, and to reject any Bid without assigning any

reasons.

4.8 Validity of Bids

4.8.1 The Bids shall be valid for a period of not less than 180 (one hundred and eighty)

days from the Bid Due Date. The validity of Bids may be extended subject to the

maximum period of 240 days by mutual consent of the respective Bidders and the

Authority.

4.9 Confidentiality

4.9.1 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 directed to do so by any statutory entity that has the power under law to

require its disclosure or is to enforce or assert any right or privilege of the statutory

entity and/ or the Authority.

4.10 Correspondence with the Bidder

4.10.1 The Authority shall not entertain any correspondence with any Bidder in relation

to acceptance or rejection of any Bid.

5 BID SECURITY

5.1 Bid Security

5.1.1 The Bidder shall furnish as part of its Bid, a Bid Security referred to in Clause

2.2.5 hereinabove in the form of an irrevocable and unconditional bank guarantee

issued by a Nationalised Bank or a Scheduled Bank in India, in favour of the

Authority in the format at as mentioned in Clause 4.3.2 (the “Bank Guarantee”).

In case the Bank Guarantee is issued by a foreign bank outside India, confirmation

of the same by any nationalised bank in India is required. For the avoidance of

doubt, Scheduled Bank shall mean a bank as defined under Section 2(e) of the

Reserve Bank of India Act, 1934.

5.1.2 Bid Security can also be in the form of a demand draft issued by a Scheduled Bank



in India, drawn in favour of Director General, Department of Tourism, GoUP and

payable at Lucknow (the “Demand Draft”). The Authority shall not be liable to

pay any interest on the Bid Security deposit so made and the same shall be interest

free.

5.1.3 The value of the Bid Security shall be as prescribed in the Annexure-2. In case, a

Bidder is bidding for more than one Unit or bidding for a Cluster or for all the 68

Units, as the case may be, then the total value of Bid Security shall be equal to the

sum of Bid Securities required for all the individual Units bidded for as prescribed

in Annexure-2.

5.1.4 If the Bid Security is submitted in the form of a single demand draft and the

amount is less than the total amount required as explained in Clause 5.1.3, the

Authority shall consider bids for only that number of Projects, for which Bid

Security is adequate for the Projects, in order of preference submitted by the

Bidder as per Annexure A1.

5.1.5 Any Bid not accompanied by the Bid Security shall be rejected by the Authority as

non- responsive.

5.1.6 Save as provided in Clause 2.2.5, the Bid Security of unsuccessful Bidders will be

refundable, without any interest, not later than 60 days from the Bid Due Date

except in the case of the Selected Bidder.

5.1.7 The Selected Bidder’s Bid Security will be returned, without any interest, upon the

Bidder signing the Agreement and furnishing the Performance Security in

accordance with the provisions thereof.

5.1.8 The Authority shall be entitled to forfeit, invoke and appropriate the Bid Security

in any of the events specified in Clause 5.1.9 herein below. The Bidder, by

submitting its Bid pursuant to this RFP, shall be deemed to have acknowledged

and confirmed that the Authority will suffer loss and damage on account of

withdrawal of its Bid or for any other default by the Bidder during the Bid validity

period. No relaxation of any kind on Bid Security shall be given to any Bidder.

5.1.9 The Bid Security shall be forfeited, invoked and appropriated by the Authority

without prejudice to any other right or remedy that may be available to the

Authority hereunder or otherwise, under the following conditions:

a. If a Bidder submits a non-responsive Bid;

b. If a Bidder engages in a corrupt practice, fraudulent practice, coercive

practice, undesirable practice or restrictive practice as specified in Clause

8.1 of this RFP;

c. If a Bidder withdraws its Bid during the period of Bid validity as specified

in this RFP and as extended by the Bidder from time to time;

d. In the case of Selected Bidder, if it fails within the specified time limit to

sign the Agreement and/or to furnish the Performance Security

6 EVALUATION OF BIDS



6.1 Opening of Bids

6.1.1 The Authority shall open the Bids at 1530 hours on the Bid Due Date, at the place

specified in Clause 2.3.1 and in the presence of the Bidders who choose to attend.

6.1.2 The Authority will subsequently examine and evaluate the Bids in accordance with

the provisions set out in Clause 6.3

6.1.3 To facilitate evaluation of Bids, the Authority may, at its sole discretion, seek

clarifications in writing from any Bidder regarding its Bid.

6.2 Tests of Responsiveness

6.2.1 Prior to evaluation of Bids, the Authority shall determine whether each Bid is

responsive to the requirements of the RFP. A Bid shall be considered responsive

only if:

a. it is received as per the format as specified in Clause 4.3;

b. it is received on the Bid Due Date including any extension thereof pursuant

to Clause 4.4;

c. it is signed, sealed, and marked as stipulated in Clause 4.3;

d. it is accompanied by the Bid Security as specified in Clause 5.1;

e. it is accompanied by the Power(s) of Attorney;

f. it contains all the information (complete in all respects) as requested in this

RFP and/or Bidding Documents (in formats as specified in this RFP);

g. it does not contain any condition or qualification; and

h. it is not non-responsive in terms hereof

6.2.2 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.

6.3 Evaluation Process

6.3.1 The Authority shall open the Envelope I of the Bid at the time and date mentioned

against the Opening Date in the Schedule of Bidding Process.

6.3.2 In the first stage, the document for General Eligibility will be evaluated. (Bid Fee,

Annexure A1, A2, A3, A4, A5 and A6)

6.3.3 A Bid Evaluation Committee, on the basis of General Eligibility, will undertake the

screening of all Bids. Preliminary scrutiny of the Bid Document will be made to

determine whether the Documents have been properly signed, Bid security

deposited and other all relevant papers are submitted and the Bids are generally in

order.

6.3.4 Evaluation of only those Bidders who qualify the General Eligibility criteria shall be

evaluated on the basis of Minimum Eligibility criteria (Annexure A7, A8, A9 and

A10).



6.3.5 The Financial Bid (Envelope III) of the Bidder who qualifies after the evaluation

of Minimum Eligibility criteria only shall be opened. The Financial Bid shall be

opened in the presence of the representatives of the qualified Bidders, who choose

to attend. Technically qualified Bidders will be informed regarding, venue, date

and time of the Financial Bid opening

6.3.6 The Financial Proposal (Envelope III) should contain separate sealed envelopes

containing the Financial Bids for each Project that has been indicated by the

Bidder and as prescribed in Clause 4.3.4. Each sealed envelope should contain the

quoted Annual Lease Rent for only one Project (Cluster on individual Unit).

6.3.7 The evaluation of the Bid is summarized as below:

S. No. Evaluation Criteria Qualified

1 Envelope I: General eligibility criteria Yes /No

2 Envelope II: Minimum eligibility criteria Yes /No

3 Envelope III: Financial Bid Highest Annual Lease Rent

6.3.8 The Annual Lease Rent (refer to Clause 2.2.7) shall constitute the sole criteria for

evaluation of Financial Bids. The Project shall be awarded to the Bidder quoting

the Highest Annual Lease Rent (H1 Bidder) subject to the following conditions:

(i) The Annual Lease Rent shall not be less than the minimum Lease Rent (the

“Reserve Lease Rent”) as derived by the Authority. The “Reserve Lease

Rent” for a Cluster shall be calculated by adding the “Reserve Lease Rent” of

individual units within that Cluster.

(ii) In a given cluster following methods will be adopted to identify the H1

Bidder under various scenarios:

Scenario Method to be followed to identify

H1 Bidder

Scenario 1: If the bids has been

received only for

individual Unit/Units

within a Cluster and no

bidder bids for the Cluster

Bidders Quoting the Highest

Annual Lease Rent for individual

Unit will be identified as H1 Bidder

for that particular Unit.


received for the Cluster as

well as for individual

Unit/Units within that

Cluster

(a) Quotes received for Cluster will

be compared with the sum of all

the quotes of H1 Bidders for

individual Units within that

Cluster.

(b) In case no bid has been received

for any individual Unit in that

Cluster, then the Reserve Lease

Rent as derived by the Authority

for that Unit shall be used to

calculate the above mentioned

sum.

(c) In case all the bids received for



that Cluster are lower than the

sum as per (a) & (b) then the

bidders quoting the Highest

Annual Lease Rent for

individual Units will be

identified as H1 Bidder for that

particular Unit. However if any

of the bid received for that

Cluster is higher than the sum as

per (a) & (b) then the bidder

quoting the same shall be


particular Cluster.


received only for the

Cluster and no bidder

bids for individual

Unit/Units within that

Cluster

Bidder Quoting the Highest Annual

Lease Rent for the Cluster will be


Cluster

(iii) In case a bidder bids for all the projects (68 Units), then such bids shall be

compared with the aggregate Annual Lease Rent as quoted by all the

identified H1 bidders for individual Units or Clusters as the case may be.

However in case if there is no identified H1 Bidder for a particular Unit, then

in such case the “Reserve Lease Rent” for that Unit shall be taken into

account for calculating the aforesaid aggregate Annual Lease Rent.

(iv) After identifying the H1 Bidders, the selection of successful bidder

(“Selected Bidder”) shall be done as per the Clause 3.2.1 (b). In case the

identified H1 Bidder is not having the sufficient Financial Capacity as

prescribed in the clause 3.2.1 (b), then the respective H2 Bidder (the Bidder

quoting the second Highest Annual Lease Rent) shall be considered for

identifying the Selected Bidder as per the clause 3.2.1 (b), and this process

shall be continued till finalization of the Selected Bidder.

6.3.9 In its sole judgment, the Highest Annual Lease Rent is less, the Authority reserves

the right to reject the Bid and cancel the Bidding Process.

6.3.10 In the case that the Authority receives only one Bid for the Project, it is at the

discretion of the Authority to accept it or reject it, after considering the Reserve

Price as derived by the Authority, of the same as per the evaluation process

specified in this Document and negotiation of the Bidder if required

6.3.11 Information relating to the examination, clarification, evaluation, and

recommendation for the Bidder 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

6.3.12 After selection, a Letter of Intent (the “LOI”) shall be issued, in duplicate, by the



Authority to the Selected Bidder and the Selected Bidder shall, within 7 (seven)

days of the receipt of the LOI, sign and return the duplicate copy of the LOI in

acknowledgement thereof. In the event the duplicate copy of the LOI duly signed

by the Selected Bidder is not received by the stipulated date, the Authority may,

unless it consents to extension of time for submission thereof, appropriate the Bid

Security of such Bidder.

6.4 Contacts during Bid Evaluation

6.4.1 Bids shall be deemed to be under consideration immediately after they are opened

and until such time the Authority makes official intimation of LOI/ 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.

6.5 Payment to be made by the Selected Bidder

6.5.1 The Selected Bidder would be required to make the following payments:

a) Upfront Fee: The Selected Bidder shall, within thirty (30) days of the date of

LOI and prior to signing of the Agreement, be required to pay the ‘Upfront

Fee’, in the form of a Demand Draft in favour of “Director General,

Department of Tourism, Government of Uttar Pradesh.” drawn on any

Nationalized or Scheduled Bank payable at Lucknow. The Amount of Upfront

Fee shall be as mentioned in Annexure-2.

b) Annual Lease Rent: The Selected Bidder shall, within thirty (30) days of the

date of LOI and prior to signing of the Agreement, be required to pay the

‘Annual Lease Rent’, in the form of a Demand Draft in favour of “Director

General, Department of Tourism, Government of Uttar Pradesh.” drawn

on any Nationalized or Scheduled Bank payable at Lucknow. The 1st Annual

Lease Rent shall be paid prior to the date of signing of the Agreement (“the

Appointed Date”); the amount payable shall be calculated pro rata for the

months balance in the current Financial Year. For subsequent years, the

Annual Lease Rent shall be payable in advance of the Financial Year i.e. on

or before the 30th

April of the Financial Year. The Annual Lease Rent shall

be incremented by 5% (five percent) each year over that of the previous year

during the Lease Period. However for avoidance of any doubt it is clarified

here that the Lease period shall be calculated from the Appointed Date and

the year of the Signing of the Agreement shall be treated as 1st Year of the

Lease Period.

c) Subject to Clause 7.4, the Developer shall invest in the Property for creation

of additional Project Asset and Project Facilities during the Development

Phase i.e. within 5 years from Appointed Date. Accordingly, it has been

envisaged that with betterment of Project Facilities and other services the

Gross Revenue of the Property will increase substantially. (“Gross

Revenue” means the total annual receipts of business and all sources of

revenue or amounts of money, by whatever name called, that arise, accrue to



and/or are received by the Developer from the Project Facility/

implementation of the Project by the Developer at the Property but excluding

the service tax, value added tax, sales tax and luxury tax but not the income

tax that are payable/paid by the Developer on such receipts and amounts of

money). Hence, after the Development Phase the Developer shall pay to the

Authority the higher amount of Annual Lease Rent as given in Annexure-3.

d) Performance Security: The Selected Bidder shall submit a Performance

Security prior to the signing of the Agreement in the form of an irrevocable

& unconditional Bank Guarantee issued by a Scheduled/Nationalised bank

having its’ branch in Lucknow. The Performance Security shall be for an

amount equivalent to 5 (five) times the Annual Lease Rent for the first year.

An amount equal to 3 (three) times the Annual Lease Rent for the first year

shall be released upon the successful completion of the Development

Obligation and remaining Performance Security [equal to 2 (two) times the

Annual Lease Rent for first year] shall be retained till the completion of

Lease Period and shall be released after 6 months from the end of Lease

period.

The Performance Security shall be en-cashed at the sole discretion of the

Authority towards any liquidated damages that may be payable by the

Selected Bidder to the Authority and/or against termination eventualities

attributed to the Selected Bidder, under the terms of the Agreement.

e) Service tax and any other applicable taxes shall be payable by the Developer

6.5.2 In the event the Selected Bidder fails to pay the Upfront Fee, Performance Security

and Annual Lease Rent as given in Clause 6.5.1 above within the stipulated period,

the Authority would be entitled to forfeit the Bid Security of the Selected Bidder

towards recovery of the same, in part or whole, without prejudice to any other right

or remedy that may be available to the Authority. The decision of the Authority in

this regard is final and binding

7 IMPLEMENTATION FRAMEWORK

7.1 General

7.1.1 The Selected Bidder will enter into a Lease cum Development Agreement with the

Authority for the operation, maintenance, development, design, construction, up-

gradation, modernisation, finance and management the Property. The Agreement

will be entered in to within 30 days of the issue of the LOI to the Selected Bidder by

Authority.

7.2 The Lease Period

7.2.1 The period of the Lease shall be for 30 years, commencing from the date of signing

of the Agreement.

7.3 Possession of the Property



7.3.1 The Selected Bidder upon entering into the Agreement, and upon formal intimation

to the Authority, can fix a date mutually agreeable to both parties, to take possession

of the Property from the Authority upon completion of the joint inspection and

verification of the inventory and records of material / assets in the Property.

7.4 Investment Plan

7.4.1 The Bidder as a part of the Technical Proposal is required to state the Investment

Plans for upgrading/renovating/modernising the existing facilities and

creation/addition of other assets including overall development as required for the

Property. The Interim Phase shall be completed within 1 year from the Appointed

Date while the Development Phase shall be completed within 5 years from the

Appointed Date.

7.4.2 The Developer shall upgrade/renovate/modernise the existing facilities and

create/add other assets including overall development as required for the Property

and shall make an investment of an amount equal to or greater than as mentioned in

Clause 17.2

7.4.3 During the Development Phase the Developer has to improve the Property, Project

Facility and Project Asset, a guideline of which is given below:

Providing improved Hospitality/Tourism Services such as:

a) Increase/provide well furnished Rooms/Keys based on the market demand

b) Provide additional leisure services and/ or facilities, tourism that may be based

on the cultural, historic, and social attractions of a place or on the appeal of a

different environment

c) Provide tours and ancillary services for tourists, development of package

holidays, Convention/ Banquet Halls

d) Provide well defined areas for Parking for public and private vehicles

e) Maintain overall environment of the Property through well developed

landscaped (green) area, drainage system, lighting system etc.

For the purpose of improving Hospitality/Tourism related services the Developer

shall be permitted to undertake the following activities:

• For development of Hotels:

o the maximum permissible F.A.R. shall be 2.00 and 2.50 for Developed

Areas and New/Undeveloped Areas respectively. However, on premises

where the plot area is above 4000 sqm, additional F.A.R. can be purchased

and the permissible F.A.R. in such premises can be increased upto a

maximum of 4.00 depending on the width of road which is abutting the

premise. (As per Building Bye-Laws released by Housing and Urban

Planning Department, GoUP through Order No. 4384/8-3-11-181

vivid/2008 dated 27th

September 2011)

o 20% of the total permissible F.A.R. can be used for Commercial Offices

and Retail shops and 20% of the total permissible F.A.R. can be used for

Service Apartments. (As per Building Bye-Laws released by Housing and



Urban Planning Department, GoUP through Order No. 4384/8-3-11-181

vivid/2008 dated 27th

September 2011)

• On Units/Properties which are classified as Way Side Amenities as per

Annexure-1, Service Centre for tourist transport shall be allowed on maximum

of 5% of the permissible F.A.R. This may include Motor Repair Garage,

Driver’s Dormitory and Camper’s Site with specifications as prescribed in GoI

guidelines on the subject.

• Activities related to arts, crafts such as Shilp-Gram, Convention-cum-

Conference facilities shall be permissible.

7.4.4 The Developer at his cost is required to maintain the Property, Project Facility and

Project Asset to its standards through timely repair and maintenance from time to

time. The Developer is also required to replace from time to time the equipment,

furniture, fittings and fixtures, installations, etc. installed in the Property on

completion of the serviceable life of the same at his cost. The Developer shall

refurbish the Property at regular intervals to uphold its standards and shall at the end

of the Lease period hand over the Property in good condition to the Authority at Rs

1/- value

7.5 First Right of Refusal to Developer

7.5.1 At the end of Lease Period the Authority shall have the right to invite fresh Bids

from interested parties to develop, operate and manage the Project. In this scenario,

the Developer shall have the Right of First Refusal i.e. the right to match the

highest financial Bid received by the Authority, provided the Authority is satisfied

with the Developer with regard to observance of the terms & conditions of the

Lease Agreement during its validity.

7.5.2 However, in the event of Termination of the Agreement in between i.e before the

successful completion of the Lease Period for reasons of event of default of the

Developer, and if the Authority decides to invite fresh proposals to select an

developer for the said Property, the Developer shall not be entitled to the Right of

First Refusal.

7.6 Statutory Licenses/Taxes

7.6.1 The Developer shall obtain at his cost all the statutory licenses required to carry out

the business in the Property. The Authority will facilitate the Developer in providing

details of the Property, etc as required by the Developer to apply for the said

licenses. The Developer will further have to indemnify the Authority from any

liabilities / obligations towards non-compliances/ non-procurement of licenses and

non-payment of the amounts payable towards the same to the statutory bodies. The

Developer shall make timely payments viz: VAT, Luxury Tax, Service Tax, any

other statutory taxes, ESI, PF etc as and when applicable and payable by the

Developer towards his obligations for operating the Property to the competent

Authority. The Authority undertakes to assist for obtaining all clearances with

respect to the construction, occupancy, fire fighting, and for operation of the

Property to the Developer.



7.7 Insurance of the Property

7.7.1 The Developer at his own cost will insure the Property along with its assets towards

fire, theft, natural calamities, earthquake etc and submit a copy of the same to the

Authority from time to time. The Developer would be further required to timely

renew the insurance policy from time to time during the Lease Period.

7.8 Hypothecation

7.8.1 The Developer will not be permitted to raise funds by hypothecating the Property or

its assets.

7.9 Maintain a separate Escrow Bank account

7.9.1 For purpose of Clause 7.16.1 (z), the Developer is required to open an Escrow

account, which shall be operated as per the guidelines finalised between the

Authority and the Selected Bidder to achieve the objective of Lease as envisaged in

this RFP.

7.10 Developer’s Freedom to Fix Tariffs

7.10.1 The Developer would have the freedom to decide and fix the tariff to be charged

towards the facilities, and the other services provided depending upon its policies

and market demand so as to maintain the business of the Property.

7.11 Sub-leasing / Joint Venture by Developer

7.11.1 The Developer shall not enter in to a fresh Consortium or Joint Venture Agreement

for the development, operation, management and maintenance of the Property and

the same shall be treated as an unfair practice and lead to forfeiture of the

Performance Security and entails termination of the Agreement.

7.11.2 Similarly, the Developer shall not be allowed to sub-lease for development,

operations and maintenance of the Property. The Developer may however choose

to licence/sub-contract to any agency various operations viz: Gym and health club,

Business Centre, souvenir store, etc. upon seeking the consent of the Authority

along with the revenue monitoring system to be adopted for the same. The

Developer may also choose to outsource other services like housekeeping, laundry

security, maintenance, and staff.

7.12 Penalty for delay in Payments

7.12.1 The Developer shall pay a penalty equivalent to SBI Base Rate plus 3 percent per

annum on the outstanding amounts to the Authority. The date of commencement of

interest for the purpose of calculation of the interest would be from the first day of

the month from which the payment was due.

7.13 Termination

7.13.1 The Authority reserves the right to terminate the Agreement for failure on part of the



Developer to abide by the conditions of the contract or as stipulated in the

Agreement with a notice of three months. The Authority reserves the right to call for

an early termination of the contract in the following cases:

a) On event of failure on the part of the Developer to commence 100% operations

of the Property within a period of 180 days from the date of signing of

Agreement or date of taking possession of the Property by Developer,

whichever is earlier.

b) On event of default of Developer to timely pay to the Authority the Annual

Lease Rent for a period of 90 days from the Due Date

7.14 Terminal Value

7.14.1 In the event of default or termination or expiry of this Agreement or by efflux of

time (the Lease having run its full course), the Developer shall hand over/ transfer

the vacant possession of the Property, including all Project Facility and Project

Asset, to the Authority at Rs 1/- value. For avoidance of doubt it is made clear that

Authority shall pay the aforesaid Rs 1/- for improvement/upgradation etc. made by

the Developer in the Property/Project Facility/Project Assets.

7.15 Treatment to Existing Employees

7.15.1 The existing employees will have the option of working with the Developer on

mutually agreed terms (However, the Developer has no obligation to accommodate

the existing employees). In that case the employee will be treated as an employee

of the Authority for the benefit of retiral dues but the current salary and related

emoluments will be paid by the Developer. The statutory deduction will be made

and deposited under relevant heads by the Developer.

7.15.2 Employees can opt for Voluntary Retirement Scheme (VRS).

7.15.3 The Employees who are not opting for any of the above options will continue with

the Authority.

7.16 Responsibility of Developer

7.16.1 The Developer shall comply with the following as his responsibilities during the

Lease Period:

a) Design, Develop, Upgrade, Finance, Manage, Market, Operate and Maintain

the Property and Project Facilities, at its cost and expense in accordance with

the provisions of the Lease cum Development Agreement, the Standards and

Specifications, the Applicable Laws, terms of Applicable Permits and Good

Industry Practice.

b) Obtain and maintain at its cost all Applicable Permits, in conformity with the

Applicable Laws and be in compliance therewith.

c) Provide to the Authority reports on a regular basis during the Lease Period and

the refurbishment, renovations, addition of assets carried out and at all times

provide the Authority such information, data and documents the Authority

may reasonably require.



d) May contract at its cost and risk to Contractors possessing the requisite skill,

expertise, capacity and technical and financial qualifications, the designing,

engineering, procurement and implementation furnishing /re-furbishing work

in the Project or any part thereof relating to furniture, furnishings and

equipment, plant, systems and fixtures, operating equipment, contracts with

employment contractors for providing labour (peons, waiters, cleaners,

gardeners, plumbers, electricians, drivers etc.) and clerical staff (receptionists,

telephone operators, clerks etc.) and with car rental agencies for providing

chauffeur driven vehicles/taxis on hire.

e) The Developer shall supervise, monitor and control the activities of

Contractors under their respective Project contracts as may be necessary. The

appointment of Contractors shall not relieve in any way the Developer of its

obligations.

f) 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

Developer, its Contractors, agents and representatives on or in connection with

the works or the Property under or through whatever legal relationship.

g) The employees of the Developer and its Contractors shall at all times be the

responsibility of the Developer and the Authority shall not be liable in any

manner whatsoever in respect of such employees and their employment.

h) 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.

i) Take all reasonable precautions for the prevention of accidents on or about the

Property and provide all reasonable assistance and emergency medical aid to

accident victims. The Developer shall 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.

j) Not place or create nor to permit any Contractor or other Person claiming

through or under the Developer to create or place any Encumbrance over all or

any part of the Property, Project Facilities, Project Assets, or on any rights of

the Developer therein so that the Property remains free from all encroachments

during the Lease Period and take all steps necessary to remove encroachments,

if any.

k) Pay in a timely manner all taxes, duties, levies, cess and charges in respect of

the operation of the Property and its business, 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.

l) Pay all charges, taxes, fines, late fees and other outgoings in relation to the use

of utilities and services by the Developer 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.

m) Promptly remove from the Property in accordance with Good Industry Practice

all surplus construction machinery and materials, waste materials (including,

without limitation, hazardous materials, all types of solid and liquid waste),

rubbish and other debris and keep the Property in a neat and clean condition

and in conformity with the Applicable Laws and Applicable Permits.

n) Be liable for all hazardous, dangerous and other goods, materials, creatures

and substances brought, kept, stored or handled at the Property.

o) Maintain requisite insurance in accordance with the provisions hereof.

p) Provide or arrange at its cost during the Lease Period power, electricity, water,

sanitation, 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 implementation, operation and

maintenance of the Project and be in compliance to the requirements relating

thereto under the Applicable Laws, terms of Applicable Permits and Good

Industry Practice.

q) Hand over the Property, Project Facility and Project Assets to the Authority or

its nominated agency upon the expiry/termination of the Lease Period at Rs 1/-

value.

r) Arrange, procure or provide at its cost all the infrastructure facilities, services

and requirements, all goods, materials, consumable and things required for the

implementation, operation and maintenance of the Property during the Lease

Period.

s) Operate, maintain, manage, repair / refurbish the Property at its cost and risk

during the Lease Period in accordance with the provisions hereof, including

the Specifications and Standards, the Applicable Laws, the terms of

Applicable Permits and Good Industry Practice.

t) Employ qualified Persons to efficiently operate and manage the Project.

u) Provide Job Training to one trainee per room as per the guidelines of “Hunar

Se Rozgaar Tak” Scheme of Ministry of Tourism, GoI. The cost of training

shall be reimbursed to the Developer as per the aforesaid Scheme.

v) Make available all necessary financial, managerial, technical, technological

and other resources for the operation, management and, maintenance of the

Project

w) Ensure maintenance of proper and accurate records, data and accounts relating

to the operations of the Project and the revenues earned there from.

x) Comply with all Applicable Law in implementing, operating, maintaining and

managing the Project Facility, including those relating to safety, health,

sanitation, environment, labour and hazardous and dangerous materials.

y) Promptly and diligently repair, replace or restore the Project Facility and

Project Asset or part thereof which may be destroyed, lost or damaged.

z) Ensure timely payments to the Authority and submit reports at suitable interval

related to Gross Revenue, Annual Report, Balance Sheet etc.

aa) Comply with all its obligations herein, including in respect of the opening and

operation of the Escrow Account and deposit of all collections/payments of

revenues therein and provisions relating to payments by the Developer to the

Authority.



7.16.2 Minimum Development Obligations - The Developer shall meet the following

minimum development obligations (the “Minimum Development Obligations”)

while designing, renovating, developing, augmenting the Property:

a. The Developer shall upgrade/renovate/modernise the existing facilities and

create/add other assets including overall development as required for the

Property and shall make an investment of an amount equal to or greater than as

mentioned in Annexure-2.

b. The Developer shall finance, upgrade, develop, operate, manage and

maintain the Property, Project Facility and Project Asset as per Good

Industry Practice from the Appointed Date.

c. The Property, Project Facility and Project Asset under consideration shall be

used only for providing Hospitality/Tourism services.

d. Complete the Initial Phase within 1 year from the Appointed Date and

Development Phase within 5 years from Appointed Date.

e. Augmentation/expansion/Development of the Property with prior approval

from the Authority to be in line with the local building regulations, and other

Applicable Laws.

f. Follow the Building bye-laws and Regulation of the nearest Urban Area for

additional construction/development in case the Unit/Property is located in

Rural Area.

g. Carry out new construction for providing additional rooms or additional

facilities in the Property.

h. Non-violation of all applicable Environmental Standards and Pollution

Control Norms as laid down by Central / State Pollution Control Board.

i. Existing local development controls, if any, will be binding if they are more

limiting than the Project Specifications / Minimum Requirements.

j. Operate the Project without disturbing the natural surroundings and ensuring

that the local flora and fauna are not disturbed.

k. Create an adequate waste disposal system for management and disposal of

the waste generated through the Project.

l. Responsible for maintaining hygiene and quality standards at the Property

and Project Facilities and providing quality services to tourists.

m. Responsible for providing adequate security for the tourists using the Project

Facilities, and ensuring there is no damage or loss to Project Facilities.

7.17 Responsibility of the Authority

7.17.1 The Authority shall comply with the following as his responsibilities during the

Lease Period:

a) Provide the Lease Property free from encumbrances to the Developer for the

Lease period

b) Pay the property tax to the Government Authorities in respect of the land and

buildings comprising of the Property, provided that the Developer shall

reimburse the same to the Authority.



8 FRAUD AND CORRUPT PRACTICES

8.1 General

8.1.1 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 LOI and during the subsistence of the Agreement.

Notwithstanding anything to the contrary contained herein, or in the LOI or the

Agreement, the Authority shall reject a Bid, withdraw the LOI, or terminate the

Agreement, as the case may be, without being liable in any manner whatsoever to

the Bidder or Developer, as the case may be, if it determines that the Bidder or

Developer, 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, invoke and appropriate the Bid Security or Performance

Security without prejudice to any other right or remedy that may be available to

the Authority hereunder or otherwise.

8.1.2 Without prejudice to the rights of the Authority under Clause 8.1.1 and the rights

and remedies which the Authority may have under the LOI or the Agreement, if a

Bidder or Developer, 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 LOI or the execution of the

Agreement, such Bidder or Developer 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 or Developer, 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.

8.1.3 For the purposes of this RFP, 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 of the Authority who is or

has been associated in any manner, directly or indirectly with the Bidding

Process or the LOI or has dealt with matters concerning the Agreement or

arising there from, 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 LOI or after the execution of the

Agreement, as the case may be, any person in respect of any matter

relating to the Project or the LOI or the 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;

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.

9 MISCELLANEOUS

9.1 Pre-bid Conference

9.1.1 Pre-Bid conferences of the 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.

9.1.2 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 endeavour to provide clarifications and such further information as

it may, in its sole discretion, consider appropriate for facilitating a fair, transparent

and competitive Bidding Process.

9.2 Other Conditions

9.2.1 The Bidding Process shall be governed by, and construed in accordance with, the

laws of India and the Courts at Lucknow shall have exclusive jurisdiction over all

disputes arising under, pursuant to and/ or in connection with the Bidding Process.

9.2.2 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.

9.2.3 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 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.



Annexures



Annexure-1

List of Clusters/Units

Cluster 1: AGRA

1. RTB Raja Mandi, Agra

2. Shilpgram Restaurant

3. Gulistan, Fatehpur Sikri

4. RTB Bateshwar

Cluster 2: MATHURA

1. RTB Gokulgaon

2. RTB Vrindavan

3. Yatri Niwas Vrindavan

4. Gokul Restaurant

5. P.C. Nagala Chandrabhan

6. RTB Radhakund

7. RTB Mathura

Cluster 3: ALLAHABAD

1. Rahi Triveni Darshan

2. Rahi Tourist Bungalow Allahabad

Cluster 4: VINDHYACHAL

1. RTB Vindhyachal

2. RTB Chunar

3. RTB Mirzapur

Cluster 5: BUNDELKHAND

1. RTB Jhansi

2. RTB Chitrakoot

3. RTB Lalitpur

4. RTB Mahoba

Cluster 6: BUDDHIST

1. RTB Sarnath

2. RTB Kushinagar

3. RTB Sankisha

4. RTB Sunoli

5. RTB Dohrighat

6. RTB Shravasti

7. RTB Kapilvastu

8. RTB Naugarh

9. RTB Balrampur

10. RTB Ramgarh Tal, Gorakhpur

Cluster 7: NH – 91 Way Side Amenities

1. RTB Bhartari, Aligarh

2. RTB Bewar, Mainpuri

3. RTB Rania, Kanpur

4. RTB Soron, Etah



5. Tourist Complex Patna Pachhi Vihar, Etah

6. RTB Khurja, Bulandsahar

7. RTB Narora, Bulandsahar

8. RTB Kannauj

Cluster 8: NH-2 Way Side Amenities

1. RTB Bhadoi

2. RTB Gopiganj, Bhadoi

3. RTB Auraiya

4. RTB Khaga, Fatehpur


1. RTB Garh Mukteshwar

2. RTB Moradabad

3. RTB Bareilly

4. RTB Sahjahanpur

5. RTB Sandi Jheel, Hardoi

Cluster 10: KANPUR 1. RTB Bithoor, Kanpur

2. RTB Tatyaganj, Kanpur

Cluster 11: SITAPUR

1. RTB Neemsar, Sitapur

2. RTB Hargaon, Sitapur

Cluster 12: SULTANPUR

1. RTB Munshiganj, Sultanpur

2. RTB Jagdishpur, Sultanpur

3. RTB Raibareilly

Cluster 13: FAIZABAD

1. RTB Ayodhya

2. RTB Devasharif


1. RTB Kandhala Muzzaffarnagar

2. RTB Muzzaffarnagar

3. RTB Sardhana, Meerut

Cluster 15: INDIVIDUAL UNITS

1. Gomti, Lucknow

2. RTB Basti

3. RTB Deoria

4. RTB Gazipur

5. RTB Bhupiamau, Pratapgarh

6. RTB Shikohabad

7. RTB Badaun

8. RTB Kachala Badaun

9. RTB Kheri



Annexure-2

S.

No. Cluster Name Name of Unit

Lan

d A

rea

(In

Sq

m)

Co

nst

ruct

ion

Are

a

(In

Sq

m)

De

ve

lop

me

nt

Ob

lig

ati

on

(Rs

Lak

h)

Up

fro

nt

Fe

e

(Rs

Lak

hs

Re

qu

ire

d

Ne

t W

ort

h

(Rs

Lak

h)

Bid

Se

curi

ty

(Rs

Lak

h)

1

Cluster 1:

Agra

RTB, Rajamandi, Agra 2278 2640 551 177 165 11.0

2 Shilp Gram, Restaurant, Agra 272 314 69 68 20 1.4

3 RTB, Fatehpur Sikri Agra 50000 2553 1111 35 335 22.2

4 RTB Bateshwar, Agra 1728 388 20 5 5 0.4

5

Cluster 2:

Mathura

RTB, Gokul Gaon, Mathura 8097 594 167 5 50 3.3

6 Vrindavan 6073 528 319 5 95 6.4

7 Yatri Niwas, Vrindavan 6073 1127 337 5 100 6.7

8 Gokul Resturant, Mathura 4312 420 336 31 100 6.7

9 PC Nagla Chandrabhan Mathura 30480 204 340 5 100 6.8

10 RTB, Radha Kund, Mathura 10121 594 410 5 125 8.2

11 RTB, Mathura 8595 1326 676 9 205 13.5

12 Cluster 3:

Allahabad

R.T.D. Allahbad 1288 1378 142 36 45 2.8

13 R.T.B.Allahbad 4895 2925 1138 337 340 22.8

14 Cluster 4:

Vindhyachal

RTB, Vindyachal Mirzapur 4170 1853 107 8 30 2.1

15 RTB, Chunar, Mirzapur 2532 369 37 5 10 0.7

16 RTB, Mirzapur 12892 2504 228 24 70 4.6

17

Cluster 5:

Bundelkhand

RTB, Jhansi 6630 2090 734 47 440 29.3

18 RTB, Chitrakoot 12780 3345 528 70 160 10.6

19 RTB, Deogarh, Lalitpur 16190 462 103 5 30 2.1

20 RTB, Mahoba 10414 1455 332 14 200 13.3

21

Cluster 6:

Buddhist

RTB, Sarnath Varansi 3672 1848 348 33 105 7.0

22 RTB, Khushinagar 15730 4540 384 95 115 7.7

23 RTB, Farukhabad (Sankisa) 4411 2439 127 5 40 2.5

24 RTB, Sonauli, Maharajganj 21480 2773 338 18 100 6.8

25 RTB, Dohri ghat, Mau 5020 1386 165 18 50 3.3

26 RTB, Sharavasti (New) 25770 1375 407 14 245 16.3

27 RTB, Kapilvastu, Siddharthanagar 10000 538 164 5 50 3.3

28 RTB Naugarh (Siddhart Nagar) 5100 504 184 5 55 3.7

29 RTB, Balram Pur 7217 4530 433 66 130 8.7

30 RTB,Ramgarh Taal (Gorakpur) 28960 4611 517 5 310 20.7

31

Cluster 7:

NH-91 WSA

RTB, Bhartari, Ali garh 8050 269 203 5 120 8.1

32 RTB, Bewar, Mainpuri 10890 269 65 5 20 1.3

33 RTB, Rania Kanpur Dehat 15790 559 95 11 30 1.9

34 RTB, Saron Eta 3920 465 84 5 25 1.7

35 Tourist Complex, Patna Pakchi Vihar 23400 598 166 5 50 3.3

36 RTB, Khurja Bulandshahar 5060 369 79 5 25 1.6

37 GTR, Narora, Bulandshahar 21965 325 249 5 150 10.0

38 RTB, Kannauj 7120 724 297 34 90 5.9

39

Cluster 8:

NH-2 WSA

RTB, Bhadoi 13629 948 382 5 230 15.3

40 RTB, Gopiganj 4840 275 89 5 25 1.8

41 RTB, Auraiya 16260 386 328 5 195 13.1

42 RTB, Khaga fatehpur 4770 275 107 5 30 2.1

43

Cluster 9:

NH-24 WSA

RTB, Garh Mukteshwar 7164 474 184 13 110 7.4

44 RTB, Moradabad 8335 2338 673 68 200 13.5

45 RTB, Bareily 2088 970 373 63 110 7.5

46 RTB, Shahjahanpur 1690 525 224 31 65 4.5

47 RTB, Sandhi Jheel, Hardoi 4250 439 81 5 25 1.6

48 Cluster 10:

Kanpur

RTB, Bithur Kanpur 37510 400 195 32 60 3.9

49 RTB, Tatya Ganj 9230 880 345 14 105 6.9

50 Cluster 11:

Sitapur

RTB, Neemsar Sitapur 11500 541 404 5 120 8.1

51 RTB, Hargaoun Sitapur 1408 284 29 5 10 0.6

52 Cluster 12:

Sultanpur

RTB, Munsiganj (Sultanpur) 6550 932 200 5 60 4.0

53 RTB, Jagdishpur (Sultanpur) 12136 1672 242 13 145 9.7

54 RTB, Raibarelly 4443 1419 334 122 100 6.7

55 Cluster 13:

Faizabad

RTB, Ayodhya (Yatri Niwas) 2116 1087 85 7 25 1.7

56 RTB Devasharif (Barabanki) 2338 155 63 5 20 1.3

57 Cluster 14:

NH-58 WSA

RTB, Kandhla, Muzzafarnagar 8929 388 57 5 15 1.1

58 RTB, Muzaffarmagar 3921 598 697 5 210 13.9

59 RTB, Sardhana, Meerut 5060 450 137 5 40 2.7



S.

No. Cluster Name Name of Unit

Lan

d A

rea

(In

Sq

m)

Co

nst

ruct

ion

Are

a

(In

Sq

m)

De

ve

lop

me

nt

Ob

lig

ati

on

(Rs

Lak

h)

Up

fro

nt

Fe

e

(Rs

Lak

hs

Re

qu

ire

d

Ne

t W

ort

h

(Rs

Lak

h)

Bid

Se

curi

ty

(Rs

Lak

h)

60

Cluster 15:

Individual

Units

Hotel Gomti, Lucknow 3629 5969 1196 485 360 23.9

61 RTB, Basti 7820 280 122 5 75 4.9

62 RTB, Deoriya 6750 954 118 5 35 2.4

63 RTB, Ghazipur 3810 1200 144 23 45 2.9

64 RTB, Bhupiamau, Pratapgarh 3300 269 72 5 20 1.4

65 RTB, Sikohabad 8090 658 420 5 125 8.4

66 RTB Badaun 4793 574 123 5 35 2.5

67 RTB, Kachla Badaun 2950 549 67 5 20 1.3

68 RTB, Dhudhwa, Khiri (Forest Den Pallia) 9100 723 33 7 10 0.7

Total 641782 81802 19514 2200 6960 464.5



Annexure-3

Payment Schedule for Annual Lease Rent

Year Financial

Year

Date of Payment of

Annual Lease Rent Amount of Payment

1 2011-12 Prior to Signing of

Agreement

Annual Lease Rent as Quoted by the Bidder (The amount payable shall be

calculated pro rata for the months balance in the current Financial Year)

2 2012-13 30-April-2013 105% X Annual Lease Rent of Year 1





7 2017-18 30-April-2018 Higher Amount of

105% X Annual Lease Rent of Year 6 or 5% of Gross Revenue of Year 6















































31 2041-42 30-April-2042

Higher Amount of


(The amount payable shall be calculated pro rata for the months balance in the

Lease Period)



Annexure A1

Letter comprising the Bid

(Refer Clause 4.3.2)

Dated:

Director General, Department of Tourism



Lucknow: 226 010

Sub: Bid for Development of Tourism Properties, Uttar Pradesh

Dear Sir,

1. With reference to your RFP document dated ________, I/we, having examined the

Bidding Documents and understood their contents, hereby submit my/our Bid for

the following Property.

S. No. Name of the Units/Clusters (In order of preference)

2. The Bid is unconditional and unqualified.

3. All information provided in the Bid and in the Annexures is true and correct.

4. This statement is made for the express purpose of qualifying as a Bidder for the

aforesaid Project/s.

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 our right to challenge the same on any

account whatsoever.

7. 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

or a judicial pronouncement or arbitration award, nor been expelled from any

project or contract nor have had any contract terminated for breach on our part.

8. I/ We declare that:

� I/ We have examined and have no reservations to the Bidding Documents,

including any Addendum issued by the Authority.

� I/ We do not have any conflict of interest in accordance with Clause 3.1.6

of the RFP document;



� 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 8 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

� I/ We hereby certify that we have taken steps to ensure that in conformity

with the provisions of Clause 8.1 of the RFP, 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 Clause 3.7 of the RFP document.

10. I/ We believe that we/ our Consortium/ satisfy(ies) the Net Worth criteria and

meet(s) the requirements as specified in the RFP document and are/ is qualified to

submit a Bid in accordance with the RFP document.

11. I/ We declare that we/ any Member of the Consortium are/is not a Member of a/

any other Consortium submitting a Bid for the Project.

12. I/ We certify that in regard to matters other than security and integrity of the

country, we have not been convicted by a Court of Law or indicted or adverse

orders passed by a regulatory authority which could cast a doubt on our ability to

undertake the 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 have not been charge-sheeted by any agency of the Government or

convicted by a Court of Law for any offence committed by us or by any of our

Members.

14. I/ We further certify that no investigation by a regulatory authority is pending

either against us or against our CEO or any of our Directors/ Managers/

employees.

15. 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 guidelines referred to above, we shall intimate the Authority of the same

immediately.

16. I/ We understand that the Selected Bidder shall either be an existing Company

incorporated under the Indian Companies Act, 1956, or shall incorporate itself as

such prior to execution of the Agreement.

17. I/We hereby irrevocably waive any right which we may have at any stage at law or

howsoever otherwise arising to challenge or question any decision taken by the



Authority in connection with the selection of the Bidder, or in connection with the

Bidding Process itself, in respect of the above mentioned Project and the terms and

implementation thereof.

18. In the event of my/ our being declared as the Selected Bidder, I/We agree to enter

into an Agreement in accordance with the draft that has been provided to me/us.

We agree not to seek any changes in the aforesaid draft and agree to abide by the

same.

19. I/We have studied all the Bidding Documents carefully and also surveyed the

Project Site. We understand that except to the extent as expressly set forth in the

Agreement, we shall have no claim, right or title arising out of any documents or

information provided to us by the Authority or in respect of any matter arising out

of or concerning or relating to the Bidding Process including the award of

Operation.

20. The Annual Lease Rent has been quoted by me/we after taking into consideration

all the terms and conditions stated in the RFP, our own estimates of costs and after

a careful assessment of the Project and all the conditions that may affect the Bid.

21. I/We offer a Bid Security of Rs ________ (Rupees ______ Lakhs only), to the

Authority in accordance with the RFP Document. The Bid Security in the form of

a Demand Draft/ irrevocable and unconditional Bank Guarantee (strike out

whichever is not applicable) is attached.

22. I/We agree and understand that the Bid is subject to the provisions of the Bidding

Documents. In no case, I/We shall have any claim or right of whatsoever nature if

the Project is not awarded to me/us or our Bid is not opened.

23. I/We agree to keep this offer valid for 180 (one hundred and eighty) days from the

Bid Due Date specified in the RFP.

24. 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,

(Signature of the Authorised signatory)

(Name and designation of the of the Authorised signatory)

Name and seal of Bidder/Lead Firm

Date:

Place: Note: Paragraphs in square parenthesis may be omitted, if not applicable, or modified as necessary.



Annexure A2

Power of Attorney for signing of Bid


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 the “Development of Tourism Properties at ----------------------

-----------------------, Uttar Pradesh” proposed or being developed by the Director

General, Department of Tourism, Government of Uttar Pradesh (GoUP) (the “Authority”)

including but not limited to signing and submission of all Bids, Bids and other documents

and writings, participate in Bidders' 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 the Agreement 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 of the Agreement with the Authority.

AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts,

deeds and things lawfully done or caused to be done by our said Attorney pursuant to and

in exercise of the powers conferred by this Power of Attorney and that all acts, deeds and

things done by our said Attorney in exercise of the powers hereby conferred shall and

shall always be deemed to have been done by us.

IN WITNESS WHEREOF WE, ____________, THE ABOVE NAMED PRINCIPAL

HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS _____________DAY OF

_________, 2011.



For __________________

(Signature)

Witnesses:

(Name, Title and Address)

1.

2.

Accepted [Notarised]

(Signature)

(Name, Title and Address of the Attorney)

Notes:

� The mode of execution of the Power of Attorney should be in accordance with the

procedure, if any, laid down by the applicable law and the charter documents of

the executants (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 the extract of

the charter documents and documents such as a resolution/power of attorney in

favour of the person executing this Power of Attorney for the delegation of power

hereunder on behalf of the Bidder.

� For a Power of Attorney executed and issued overseas, the document will also

have to be legalised by the Indian Embassy and notarised in the jurisdiction where

the Power of Attorney is being issued.



Annexure A3


Joint Bidding Agreement

(To be executed o n Stamp paper of appropriate value)

THIS JOINT BIDDING AGREEMENT is entered into on this the ___________ day of

________________2011

AMONGST

______________Limited, a company incorporated under the Companies Act, 1956 and

having its registered office at ________________(hereinafter referred to as the “First Part”

which expression shall, unless repugnant to the context include its successors and permitted

assigns)

AND

_________________Limited, a company incorporated under the Companies Act, 1956 and

having its registered office at ______________________ (hereinafter referred to as the

“Second Part” which expression shall, unless repugnant to the context include its

successors and permitted assigns)

AND

________________Limited, a company incorporated under the Companies Act, 1956 and

having its registered office at _______________ (hereinafter referred to as the “Third

Part” which expression shall, unless repugnant to the context include its successors and

permitted assigns)

The above mentioned parties of the FIRST, SECOND and THIRD PART are collectively

referred to as the “Parties” and each is individually referred to as a “Party”

WHEREAS,

Department of Tourism, Government of Uttar Pradesh, represented by its Director General

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 dated _________ (the “RFP”) for pre-

qualification, short-listing of bidders and selection of Developer for Development of

Tourism Properties at _________________________________, Uttar Pradesh (the

“Project”) through public private partnership.

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

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 or through any of their Associates.

3. Covenants

The Parties hereby undertake that in the event the Consortium is declared the selected

Bidder and awarded the Project, it shall incorporate a special purpose vehicle (the “SPV”)

under the Indian Companies Act, 1956 for entering into an Agreement with the Authority

and for performing all its obligations as the Developer in terms of the Agreement for the

Project

4. Role of the Parties

The Parties hereby undertake to perform the roles and responsibilities as described below:

4.1. Party of the First Part shall be the Lead member of the Consortium and shall have

the power of attorney from all Parties for conducting all business for and on behalf

of the Consortium during the Bidding Process and until the Appointed Date under

the Agreement when all the obligations of the SPV shall become effective;

4.2. Party of the Second Part shall be {the Technical/ Financial Member of the

Consortium;}

4.3. Party of the Third Part shall be the Operation and Maintenance Member/ Other

Member of the Consortium.}

5. 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

Agreement, till such time as the Financial Close for the Project is achieved under and in

accordance with the Agreement.

6. Shareholding in the SPV

The Parties agree that the proportion of shareholding among the Parties in the SPV shall be

as follows:

First Party:

Second Party:

Third Party:

6.1. The Parties undertake that a minimum of 51% (Fifty one per cent) of the subscribed

and paid up equity share capital of the SPV shall, at all times till the fifth year from

the Appointed Date of the Project, be held by the Parties of the First Part whose

experience and Net worth have been reckoned for the purposes of qualification and

short-listing of Applicants for the Project in terms of the RFP.



6.2. The Parties undertake that they shall comply with all equity lock-in requirements set

forth in the Agreement.

7. Representation of the Parties

Each Party represents to the other Parties as of the date of this Agreement that:

7.1. 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;

7.2. The execution, delivery and performance by such Party of this Agreement has been

authorised by all necessary and appropriate corporate or governmental action and a

copy of the extract of the charter documents and board resolution/ power of attorney

in favour of the person executing this Agreement for the delegation of power and

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 organisational documents thereof;

d. violate any clearance, permit, concession, grant, license or other

governmental authorisation, approval, judgment, order or decree or any

mortgage agreement, indenture or any other instrument to which such Party

is a party or by which such Party or any of its properties or assets are bound

or that is otherwise applicable to such Party; 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;

f. this Agreement is the legal and binding obligation of such Party, enforceable

in accordance with its terms against it; and

g. there is no litigation pending or, to the best of such Party's knowledge,

threatened to which it or any of its Affiliates is a party that presently affects

or which would have a material adverse effect on the financial condition or

prospects or business of such Party in the fulfillment of its obligations under

this Agreement.

8. Termination

This Agreement shall be effective from the date hereof and shall continue in full force and

effect until the Financial Close of the Project is achieved under and in accordance with the

Agreement, in case the Project is awarded to the Consortium. However, in case the

Consortium is either not prequalified for the Project or does not get selected for award of

the Project, the Agreement will stand terminated in case the Applicant is not pre-qualified

or upon return of the Bid Security by the Authority to the Bidder, as the case may be.

9. Miscellaneous



This Joint Bidding Agreement shall be governed by laws of {India}. The Parties

acknowledge and accept that this Agreement shall not be amended by the Parties without

the prior written consent of the 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

For and on behalf of LEAD MEMBER

(Signature)

(Name)

(Designation) (Address)

For and on behalf of: SECOND PART

(Signature)

(Name)

(Designation)

(Address)

For and on behalf of THIRD PART

(Signature)

(Name)

(Designation)

(Address)



Annexure A4


Power of Attorney for Lead Member of Consortium

Whereas the Director General, Department of Tourism, Government of Uttar Pradesh (“the

Authority”) has invited applications from interested parties for the Development of Tourism

Properties at _____________________________________(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 document (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, …………………….. having our registered office at …………………….., M/s.

…………………….. having our registered office at …………………….., M/s.

…………………….. having our registered office at …………………….., and

…………………….. having our registered office at …………………….., (hereinafter

collectively referred to as the “Principals”) do hereby irrevocably designate, nominate,

constitute, appoint and authorise M/s …………………….. having its registered office at

…………………….., being one of the Members of the Consortium, as the Lead Member

and true and lawful attorney of the Consortium (hereinafter referred to as the “Attorney”).

We hereby irrevocably authorise the Attorney (with power to sub-delegate) to conduct all

business for and on behalf of the Consortium and any one of us during the bidding process

and, in the event the Consortium is awarded the Lease, 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 prequalification of the

Consortium and submission of its Bid for the Project, including but not limited to signing

and submission of all applications, Bids and other documents and writings, 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

Agreement is 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 ………. 2011

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)

Notes:

� The mode of execution of the Power of Attorney should be in accordance with the

procedure, if any, laid down by the applicable law and the charter documents of the

executant(s) and when it is so required, the same should be under common seal

affixed in accordance with the required procedure.

� Also, wherever required, the Applicant should submit for verification the extract of

the charter documents and documents such as a board or shareholders’ resolution/

power of attorney in favour of the person executing this Power of Attorney for the

delegation of power hereunder on behalf of the Applicant.

� For a Power of Attorney executed and issued overseas, the document will also have

to be legalised by the Indian Embassy and notarised in the jurisdiction where the

Power of Attorney is being issued. However, the Power of Attorney provided by

Applicants from countries that have signed the Hague Legislation Convention1961

are not required to be legalised by the Indian Embassy if it carries a conforming

Appostille certificate.



Annexure A5


Bank Guarantee for Bid Security

(The Bidder has to submit separate Bid Security for submitting more than one Bids)

B.G. No. Dated:

In consideration of you, Director General, Department of Tourism, Government of Uttar

Pradesh), having its office at Lucknow, (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 provision of the Companies Act, 1956] 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 the Development of Tourism

Properties at __________________________ (hereinafter referred to as “the Project”)

pursuant to the RFP Document dated _____ issued in respect of the Project and other

related documents 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 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. ____ Lakhs (Rupees ____ Lakhs only) as Bid Security (hereinafter

referred to as the “Bid Security”) 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.

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

Bidding Documents shall be final, conclusive and binding on the Bank.

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 Bidding

Documents including failure of the said Bidder to keep its Bid open during the Bid

validity period as setforth in the said Bidding 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. _____ Lakhs (Rupees ______ Lakhs only).

This Guarantee shall be irrevocable and unconditional and remain in full force for a period

of 240 (Two Hundred Fourty) 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.

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 Bidding Documents including, inter alia, the failure

of the Bidder to keep its Bid open during the Bid validity period set forth in the said

Bidding 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.

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.

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 Bidding Documents or to extend time for

submission of the Bids or the Bid validity period or the period for conveying acceptance

of Letter of Award by the Bidder or the period for fulfilment and compliance with all or

any of the terms and conditions contained in the said Bidding 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 Bidding 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.

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.

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 that shall be

deemed to have been duly authorised to receive the said notice of claim

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 unrealised.



We, the Bank, further undertake not to revoke this Guarantee during its currency except

with the previous express consent of the Authority in writing.

The Bank declares that it has power to issue this Guarantee and discharge the obligations

contemplated herein, the undersigned is duly authorised and has full power to execute this

Guarantee for and on behalf of the Bank.

Signed and Delivered by ___________ Bank

By the hand of Mr. /Ms. _____ _____________, its________ and authorised official.

(Signature of the Authorised Signatory)

(Official Seal)



Annexure A6


ANTI-COLLUSION CERTIFICATE

(On the letter head of the Lead Member / Single Entity)

ANTI-COLLUSION CERTIFICATE

We hereby certify and confirm that in the preparation and submission of this Proposal, 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.

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 Proposal.

Date this ……………………..Day of ………………….2011.

Name of the Bidder

Signature of the Authorised Representative

Name of the Authorised Representative

Note: To be executed by the lead member, in case of a Consortium



Annexure A7


S. N. Particulars Details

1. Basic Information of Organization

a) Name of the Company

b) Status in the Project Single Bidder/

Lead Consortium Member / Other

Consortium Member

(Strike out whichever is not

applicable)

c) Country of incorporation

d) Date of incorporation and / or

commencement of business

e) Address of the corporate headquarters and its

branch office(s), if any, in India

f) Ownership of the Organization

(List of stakeholders/members who own 10%

or more stocks & their interest in the

company

1.

2.

3.

g) List of current directors

h) Other key management personnel

2. Brief description of the Company including

details of its main lines of business.

3. Proposed role and responsibilities of the

Company in this project

4. Details of individual (s) who will serve as

the point of contact/communication within

the Company:

(a) Name

(b) Designation

(c) Address

(d) Telephone Number

(e) E-Mail Address

(f) Fax Number

Note:

� In case of a Consortium, the information above should be provided for all the

members of the consortium in separate sheets.

� Please attach a copy of Certificate of Incorporation, Memorandum of Association,

Articles of Association, Capability Profile, Company Brochure Copies of latest

Income Tax return, Service Tax Registration No. issued by the competent

authorities with details of PAN/TIN/ECC/CST etc of each individual Members

Signature ___________________

Name ___________________

Designation ___________________

Company ___________________

Company seal

Date ___________________



Annexure A8


Financial Summary Data

Net-worth related data

All figures in INR millions

S. No. Description As on 31.03.2011

A Paid up Share Capital

B Reserves & Surplus

C Sum of, miscellaneous expenditure not

written off and reserves not available for

distribution to equity share holders

D Net-worth (A+B-C)

Note:

• Details of Calculation of net worth along with Auditors Certificate (for each

member in case of Consortium) shall be to be enclosed.

• Audited Balance sheets and Profit & Loss statements of the Applicant (of the each

member, in case of a Consortium) shall be enclosed

Signature ___________________

Name ___________________

Designation ___________________

Company ___________________

Company seal

Date ___________________



Annexure A9


Undertaking to meet the Minimum Development & Operation Obligations

[On the Letter head of the Bidder (in case of Single Bidder)

or Lead Member (in case of a Consortium)]

Date:




Lucknow: 226 010

Sub: Bid for Development of Tourism Properties at ___________________________,

Uttar Pradesh

Sir,

I/We hereby undertake that if the Project is awarded to us, we will meet the Minimum

Development & Operation Obligations as given below:

a. I/We shall upgrade/renovate/modernise the existing facilities and create/add other

assets including overall development as required for the Property and shall make an

investment of an amount equal to or greater than as mentioned in Annexure-2 of the

RFP Document.

b. I/We shall finance, upgrade, develop, operate, manage and maintain the Property,

Project Facility and Project Asset as per Good Industry Practice from the

Appointed Date.

c. The Property, Project Facility and Project Asset under consideration shall be used

only for providing Hospitality/Tourism services.

d. I/We shall complete the Initial Phase within 1 year from the Appointed Date and

Development Phase within 5 years from Appointed Date.

e. I/We shall Augment/expand/Develop the Property with prior approval from the

Authority to be in line with the local building regulations, and other Applicable

Laws.

f. I/We shall follow the Building bye-laws and Regulation of the nearest Urban Area

for additional construction/development in case the Unit/Property is located in

Rural Area.

g. Carry out new construction for providing additional rooms or additional facilities

in the Property.

h. I/We shall not violate any applicable Environmental Standards and Pollution

Control Norms as laid down by Central / State Pollution Control Board.

i. Existing local development controls, if any, will be binding if they are more

limiting than the Project Specifications / Minimum Requirements.

j. I/We shall operate the Project without disturbing the natural surroundings and

ensuring that the local flora and fauna are not disturbed.

k. I/We shall create an adequate waste disposal system for management and disposal

of the waste generated through the Project.



l. I/We shall be responsible for maintaining hygiene and quality standards at the

Property and Project Facilities and providing quality services to tourists.

m. I/We shall be responsible for providing adequate security for the tourists using the

Project Facilities, and ensuring there is no damage or loss to Project Facilities

I/We also undertake to obtain the necessary approvals required for development and

operation of required services from competent authorities and meet the applicable Local

and State Rules and Regulation including the Environmental Norms of the both State and

Central Government and all other Rules & Regulations as applicable.

Further I/We confirm that I/We am/are willing to abide by the requirement laid down by

Tourism Regulatory Authority of India

Yours faithfully,

_________________________

(Signature of Authorised Signatory)

(Name, Title, Address, Date)



Annexure A10


Brief on Project Concept, Investment Plan, Marketing efforts including proposed Capital

Expenditure, Operation & Management and Maintenance Plan

Timeline for Implementation Period w.e.f. Appointment with details on investigation,

design, renovation, redevelopment, augmentation, of the Property

Note: Bidder is at liberty to use his own format for the write-up.



Annexure B1

[On the Letter head of the Bidder (in case of Single Bidder)

or Lead Member (in case of a Consortium)]

Date:




Lucknow: 226 010

Sub: Financial Bid for Development of _______________________ (Name of Unit /

Name of the Cluster / “All 68 Units” as the case may be), Uttar Pradesh

Sir,

1. Being duly authorised to represent and act on behalf of

___________________(name of the Bidder) and having reviewed and fully

understood all the requirements of Bid submissions provided vide the RFP

document dated _________________ pertaining to Development of Tourism

Properties at________________________, Uttar Pradesh, we hereby provide our

financial bid.

Annual Lease Rent Offered (Rs)

Rs.

(in figures)

2. We are ready to enter into an Agreement with the Authority in the event of being

the Selected Bidder.

3. In compliance to the requirement of Clause 6.5 of RFP document, we hereby

accept and agree to pay to the Authority the Upfront Fee and the Annual Lease rent

during the Lease Period.

4. We also agree to furnish Performance Security as bank guarantee in favour of the

Authority as indicated in the RFP document.

5. Service Tax and any other Applicable taxes shall be payable by us

6. We understand that the development, operation, maintenance and management of

the Property would be as per the specification mentioned in the Agreement, the

RFP document and in line with Good Industry Practice.

7. The Authority reserves the right to charge liquidated damages from the Developer

in case of non performance as laid out in Agreement



8. Until a formal Agreement is prepared and executed between us, this Bid, together

with your LOI, shall constitute a binding contract between us.

9. We understand that you are not bound to accept the Highest or any Bid that you

may receive.

We declare that the information stated above and enclosed is complete and absolutely

correct and any error or omission therein, accidental or otherwise, as a result of which our

Bid is found to be non-responsive, will be sufficient for the Authority to reject our Bid and

forfeit our bid security in full.

Yours faithfully,

_______________

(Signature of Authorised Signatory)

(Name, Title, Address, Date)