MAHARASHTRA METRO RAIL CORPORATION LTD.

Transcription

1 MAHARASHTRA METRO RAIL CORPORATION LTD. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project on Public Private Partnership (DBFOT) Basis (Tender No: N1PD-05/2018 dated ) E-Tender Portal 128. Pre-Bid Meeting dated: Replies to Queries dated As per the circular from Govt of Maharashtra vide circular no. TPS- 2415/182/CR-98/2015/UD-09 dated 10th November, 2017, the designated land use for the plot is Commercial. Thus the Successful Bidder/Developer shall be allowed to use the project site for any activity as allowed in the DCR of Nagpur city and other applicable rules considering the site is reserved for Commercial Usage. The usage of the site should be clearly defined and set forth in the RFP document. Further, Maha Metro should also provide for a clarification stating that the Project to be developed on the Premises is for any and all retail purposes without any restrictions/ limitation in terms of retailers and users. The designated land use for the plot is Commercial As per the circular from Govt. of Maharashtra vide circular no. TPS-2415/182/CR- 98/2015/UD-09 dated 10th November, The concessionaire is allowed to undertake construction of any real estate product mix permissible under Commercial Usage as per the applicable DCR of Nagpur City. The copy of DCR is uploaded as Annexure II of Draft Concession Agreement, on tender portal of. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 1

2 A Bidder is required to deposit, along with its Bid, a Bid Security equivalent to Rs.3,00,00,000/- (Rupees Three Crore only) (the Bid Security ) in the form of Bank Guarantee from any Scheduled Commercial Bank valid for a minimum period of 180 days from the bid due date. The Bid security is refundable not later than 180 days from the Bid Due Date or from the date of award of Project to the successful Bidder, whichever is later, except in the case of the Highest Bidder. The Bid shall be summarily rejected if it is not accompanied by the Bid Security. No interest shall be payable by the Authority in respect of such deposited Bid Security. It is requested that the Bid security be waived. Since Virtuous Retail is a foreign entity, the investments in construction and development sector is subject to lock-in conditions. As per the FDI policy an investor is permitted to exit on completion of project or after the development of trunk infrastructure or after expiry of a lock-in period of 3 years calculated with reference to each tranche of foreign investment. Not Accepted. The Bidder is required to provide the Bid Security as per the terms and conditions of RFP Also, Virtuous Retail would utilize one of its Indian subsidiaries to demonstrate technical and financial qualification. If successful, Virtuous Retail would set up an Indian SPV as per the terms of Concession Agreement. Under clause 2.1.6: Total Consideration = (Upfront Premium) + (15.25 X Annual Concession Fee) It is requested to clarify that Annual Concession Fee in the above formula. Is it the Annual Concession Fee for the first year or anything else? Annual Concession Fee quoted in the Financial Bid will be a recurring annual payment payable by Concessionaire after the completion of moratorium period with an escalation of 20% every three years. The in the formula is the factor to calculate present value of the total Annual Concession Fees Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 2

3 which Maha-Metro shall receive during entire concession period, however due to change of moratorium period the said formula at clause is revised as follows Total Consideration = (Upfront Premium) x Annual Concession Fee) The Bidder will be required to form an appropriate Special Purpose Company, incorporated under the Companies Act, 2013 and any amendments thereto (the SPC ), to execute the Concession Agreement and implement the Project, if it is the Selected Bidder and awarded the Project after the Bid Stage. The initial paid up and subscribed share capital of such SPC shall not be less than 5% (five percent) of the Estimated Project Cost. Further, such Bidder shall also be required to hold at least (a) 100% (one hundred percent) of the subscribed and paid up equity of the SPC at all times until the commercial operation date of this Project; (b) 51% (fifty one per cent) of the subscribed and paid up equity of the SPC at all times until the third anniversary of the Commercial Operation Date of this Project; (c) and thereafter, 26% (twenty six percent) of the subscribed and paid up equity of the SPC till the expiry of the Concession Period, in accordance with the provisions of the Concession Agreement. It is clarified that any dilution of equity shall be in accordance with the terms and conditions of the Concession Agreement subject to complete realisation of the Upfront Premium; It is requested to waive the condition (c) which suggests that bidder need to hold 26% of the subscribed and paid up equity of the SPC till the expiry of the Concession Period. Above Accepted. The is modified as follows The Bidder will be required to form an appropriate Special Purpose Company, incorporated under the Companies Act, 2013 and any amendments thereto (the SPC ), to execute the Concession Agreement and implement the Project, if it is the Selected Bidder and awarded the Project after the Bid Stage. The initial paid up and subscribed share capital of such SPC shall not be less than 5% (five percent) of the Estimated Project Cost. Further, such Bidder shall also be required to hold at least (a) 100% (one hundred percent) of the subscribed and paid up equity of the SPC at all times until the commercial operation date of this Project; and (b) 51% (fifty one per cent) of the subscribed and paid up equity of the SPC at all times until the third anniversary of the Commercial Operation Date of this Project. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 3

4 Annexure 2:Scope of Work 3.1&3.2 condition will make the project unviable for an institutional investor. Under clause 2.2.5: It shall be mandatory for the Concessionaire to maintain the Debt: Equity ratio of 70:30. For dilution of equity beyond the 30% allowed limit, the concessionaire shall take prior approval of Maha-Metro It is requested to amend the language of the above clause to include, Concessionaire to maintain the Debt: Equity ratio of 70:30 or any other lower ratio. Under clause : The Bidder shall provide all the information/ documents sought under this Bid Document by way of physical submission of original copy of the information/documents comprising the Bid to the Authority, on or prior to the Bid Due Date and also as mentioned in the Bid Notice We seek clarification on the physical submissions of the document including timeline and list of documents required to be submitted in physical. Under Annexure: Scope of Work: 3. Construction Period.3.1: The Construction period for the project is proposed to be 3 (three) years from the Effective Date (i.e. the date on which the Conditions Precedent of both the parties are met with).. It shall be mandatory for the Concessionaire to complete the construction of the project with this time frame AND 3.2: The construction period proposed for the project is 3 Years from the date of signing of concession agreement. The said construction period is extendable up to another 365 days subject Accepted. The is modified as follows It shall be mandatory for the Concessionaire to maintain the Debt: Equity ratio of 70:30 or any other lower ratio. For dilution of equity beyond the 30% allowed limit, the concessionaire shall take prior approval of Maha-Metro The documents such as various Power of Attorney(s), Joint Bidding Agreement and Bank Guarantee(s) shall be submitted in physical form by Bidder as per terms and conditions of the RFP. Accepted. The s are modified as follows 3.1 The Construction period for the project is proposed to be 4 (Four) years from the Effective Date (i.e. the date on which the Conditions Precedent of both the parties are met with). It shall be mandatory for the Concessionaire to complete the construction of the project with this time frame. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 4

5 8. Annexure 2:Scope of Work 4.4 to approval of Authority and 50% of the Annual Concession Fees (as worked out for 1st year of payment) as quoted in the financial bid to be paid to the authority It is requested to amend the timeline of construction from 3 years to at least 7 years and should be subject to receipt of all regulatory approvals in a reasonable time period. If there is a delay due to regulatory processes then this timeline should be extended due to any such delay. Under Annexure: Scope of Work: 4. Building Sanction. 4.4: As a part of the Smart City Programme of Nagpur, there is a proposal of riverfront development at Nag River adjacent to the Project Site. It is mandatory for Concessionaire to coordinate with concerned riverfront development authority and propose the final proposal for the Project aligning with the riverfront development plan It is requested to please clarify on the required coordination with concerned riverfront development authority. Also, if Maha Metro authority will assist in the required approval from concerned riverfront development The construction period proposed for the project is 4 Years from the Effective Date. The said construction period is extendable up to another 365 days subject to approval of Authority and 100% of the Annual Concession Fees (as worked out for 1st year of payment) as quoted in the financial bid and to be paid to the authority. The riverfront development to be undertaken as a part of Nagpur Smart City proposal is at DPR stage. The floor plate proposed for the project is clear of the proposed riverfront development. will provide administrative support in this regard on a best effort basis. However, the Authority will not be responsible for any delay in getting approval/clearance from the agencies/ Authorities in connection with River Front Development. 9. Annexure 2:Scope of Work 4.12 Under Annexure: Scope of Work: 4. Building Sanction. 4.12: has designed the façade and elevation for the Project. It shall be mandatory for the Concessionaire to retain the façade and elevation design as proposed by. The design is available in Annexure 4 for the reference of the Concessionaire. In the event, the Concessionaire desires any change in the façade and elevation design, it should take prior approval from for such change in façade and elevation design. reserves the right to approve and disapprove such request The existing façade has been designed keeping in consideration the vision of the Authority, landscape of Nagpur and essential design principles, however, the Concessionaire shall have the flexibility to propose a design as long as they adhere to the basic design principles considered by the Authority. The Design Principles are attached as Annexure 4 of the RFP on E-tender portal of. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 5

6 Annexure 2:Scope of Work 12.1 Annexure 4 I It is requested to amend this clause to give the rights to design the façade and elevation for the Project to the Concessionaire. Under Annexure: Scope of Work: 12. General Conditions. 12.1: It shall be mandatory for the Concessionaire to study and install the alternative power arrangement for the project. Adequate use of Green Energy should be made at the time of planning and development of the project. Solar Power Generation of appropriate size should be installed at the project site. The cost of such installation shall be borne solely by the concessionaire We seek clarification on the language of the clause to understand the required size/ capacity of alternative power for the Project. Annexure 4: Site plan and details of elevation and façade proposed by Please provide Annexure 4 with RFP. Under 4.3.1: The Concessionaire shall have, on or before the expiry of a period of 60(Sixty) days from the date of issuance of LOA - (a) formed an appropriate SPC (Special Purpose Vehicle) to execute the concession agreement. (b) paid the first instalment of Upfront Premium as per the provisions of this Agreement; (c) paid the Performance Bank Guarantee amounting to Rs. 16,00,00,000/- from Bank valid for a period of months. The Performance Bank Guarantee is payable at Nagpur; The Concessionaire shall undertake construction of the building as per the LEED/IGBC/GRIHA regulations. Concessionaire shall plan and provision for alternative power for the project in conformity with LEED/IGBC/GRIHA regulations. Kindly refer to Annexure - 4 of RFP uploaded on tender portal. Accepted. The clause is modified as follows The Concessionaire shall have, on or before the expiry of a period of 120 (One Hundred and Twenty) days from the date of issuance of LOA Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 6

7 (d) deposited to the authority and amount of Rs.. (2 times the annual concession fees) for payment towards Security Deposit. (e) deposited to the authority and amount of Rs.. For payment towards Stamp Duty and Registration fees/charges of the agreement. (f) delivered to the Authority from the Consortium Members, their respective confirmation, in original, of the correctness of their representations and warranties set forth in Sub clauses (k), (l) and (m) of 7.1 of this Agreement 13. I 4.4 It is requested to change the timeline for completion of conditions precedent to 120 days from date of issuance of LOA. Under 4.4 Damages for delay by Authority in fulfilment of Conditions Precedent: In the event that Authority does not procure the fulfilment of any or all of the Conditions Precedent set forth in Article 4.2 above, on or prior to 30 (thirty) Days from the date of signing of concession agreement, and the delay has not occurred as a result of breach of the Agreement by the Concessionaire, or due to an event of Force Majeure, then the last date shall be extended by period equivalent to the number of days of delay from the 31stday of the from the date of fulfilment of Conditions Precedent by the Concessionaire till the day of fulfilling of such Conditions Precedent by the Authority Refer to the definition of Effective Date. It is selfexplanatory. We seek clarification to the fact that in case of delay by the Authority in fulfilment of Conditions Precedent, Effective Date will be deemed to be extended accordingly under the above clause. 14. I Under ARTICLE 12 CONSTRUCTION OF PROJECT: Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 7

8 & Submit to the Authority its detailed design, construction methodology, quality assurance procedures, and the procurement, engineering and construction time schedule for completion of the Project AND Submit, with reasonable promptness and in such sequence as is consistent with the development of the Project, the conceptual plans to the Authority for review, within 120 (one hundred and twenty) days from the date of signing of Concession Agreement The clause is modified as follows Submit, with reasonable promptness and in such sequence as is consistent with the development of the Project, the conceptual plans to the Authority for review, within 180 (one hundred and eighty) days from the date of signing of Concession Agreement AND AND 12.3 (a) The Concessionaire shall prepare and submit, within 120 (one hundred and twenty) days from the Agreement Date submit to the Authority, three copies each of all drawings to the Authority for review 12.3 (a) The Concessionaire shall prepare and submit, within 180 (one hundred and eighty) days from the Agreement Date submit to the Authority, three copies each of all drawings to the Authority for review 15. I 13.1 It is requested to amend timeline for submission of documents mentioned in the above clauses to 270 days from the Effective Date. Under clause 13.1 MIS Reports: During the Construction Period, the Concessionaire shall, no later than 7 (seven) days after the close of each quarter, furnish to the Authority a MIS Report on progress of the Construction Works and shall promptly give all such other relevant information in the report as may be required by the Authority on time-to-time Not Accepted. The Condition in Bid Document shall prevail. It is requested to change the periodicity of the MIS report during construction to Annual from current requirement of quarterly submission. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 8

9 I I 5.11, 6.1 & Schedule C Under clause At any time after the Effective Date, if any Force Majeure Event occurs: (b) after COD, whereupon the Concessionaire is unable to operate and maintain the premises despite making best efforts or it is directed by the Authority to suspend the collection thereof during the subsistence of such Force Majeure Event, the Concession Period shall be extended by a period, equal in length to the period during which the Concessionaire was prevented from collection of User Charges on account thereof It is requested that along with other mentioned provisions, Annual Concession Fee be waived off during the period Concessionaire is unable to operate and maintain the premises due to Force Majeure event. Under clause 5.11 Connections & Utilities for the Project: The Concessionaire shall take all measures, including applying for any and all utility connections from suitable Government Authorities to provide all the utilities and infrastructure facilities (including through the Project Utilities) required for the Project. Further, the Concessionaire shall undertake all measures required to be undertaken for separate metering of all such utilities and Project Utilities utilized by the users of the Project Site or Assets thereon AND 6.1 Obligations of the Authority (b): upon written request from the Concessionaire, and subject to the Concessionaire complying with Applicable Laws, provide reasonable support and assistance to the Concessionaire in procuring Applicable Permits required from any Government The Concessionaire is not liable to pay the Annual Concession Fee for the period during which Force Majeure Event subsists. The same is explicitly mentioned in of Concession Agreement. Maha-Metro has submitted proposal to Govt. of Maharashtra for appointment of Maha-Metro as a Special Planning Authority for their own projects. The said proposal is under consideration and is at advance stage. The process of approval shall be simplified once the said proposal is approved by GoM. However, in the meantime Maha-Metro shall on best effort basis provide the necessary assistance for procuring approvals from Planning Authority. The Construction period is extended to 4 years from the existing limit of 3 years, which shall account for delays due to regulatory processes, if any, Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 9

10 Instrumentality for construction, implementation and operation of the Project, without any binding obligation AND Under SCHEDULE- C APPLICABLE PERMIT 1. Applicable Permits: The Concessionaire shall obtain, as required under the Applicable Laws, the following Applicable Permits / NOC s/ Clearances from necessary Agencies / Authorities on or before the Effective Date, save and except to the extent of a waiver granted by the Authority in accordance with of the Agreement: Concessionaire shall adhere to norms set out by those agencies/ Authorities with regards to implementation of the Project. Some of the Agencies/Authorities are listed below. The Authority shall extend only administrative support in this regard. The Authority shall not be responsible for any delay in getting approval/clearance from the agencies/ Authorities We request to please clarify the quantum and extend of support Maha Metro Authority will be providing the concessionaire in terms of the approvals from other relevant government departments. It is requested to extend the timeline of construction completion subject to receipt of all regulatory approvals in a reasonable time period. If there is a delay due to regulatory processes then this timeline should be extended due to any such delay. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 10

11 18. I Article 24 Force Majeure 19. General 20. General Force Majeure : We need to understand the clause in further details for the concession period payments. E.g. During the concession period, if we are not able to conduct business as usual due to force majeure reason, concession fees payable in said year should be waived off/adjusted. Metro Completion Time lines: Business operations of the proposed development will be dependent on full Operations of both the Metro lines, hence Timeline commitment of Metro shall be linked with Concession period and payment of Concession charges. Thus, in case of delay in commencement of Metro Operations, concession period shall automatically stand extended by the period of delay in commencement of metro operations. Metro Operations during the concession period and the annual concession payment shall be linked: As explained above, Metro operations are linked with proposed business, thus, during the concession period, if metro operations are affected, our business in proposed development will also get affected, hence our ability to make payment of annual concession fees. Mortgage rights/assistance for Construction: Commercial / Retail development is permitted on the proposed project, said projects are capital intensive and would require construction funding. Since the land is not available for mortgage, assistance would be requested from authority to raise project finance for project. The Concessionaire is not liable to pay the Annual Concession fee for the period during which Force Majeure Event subsists. The Concession Period shall not be linked with Metro operations. The Concession period for the Concessionaire shall commence from Effective Date as defined in the Volume II - Draft Concession Agreement of the project. Not accepted. The project shall be independent of metro operations. Maha-Metro shall only provide the required permission (NOC) for project financing to selected bidder only that too on the strength of Concession Agreement, other necessary approvals as required for raising finances shall have to be arranged by Concessionaire on his own. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 11

12 22. Annexure 2:Scope of Work General 24. General Parking & Parking Charges: It is observed that the Concessionaire shall provide sufficient parking for its staff, visitors and General Public within the leased project site only. We need a clause in the agreement which allows the concessionaire to develop the required number of parking spaces and also allows to charge the visitors / general public for operating and maintaining the parking space/ infrastructure. Cost of alternative Land: Prevailing Ready Recknor rate is usually considered to find out Cost of alternative land, Nagpur Metro is also doing the same to arrive at benchmarked cost of tender, however, the Ready Recknor rate is for free hold land, where as term of Lease under the said tender is 50 years only, we recommend to increase it to 999 years or make it renewable at every 99 years interval with Right of First Refusal (ROFR). Single Window Clearance all development related approvals: Assistance in form of Single point of contact for development of the proposed project and related approvals shall be provided by authority to Developer so that desired timeline can be adhered for the project. The provision of minimum parking for the project shall be in accordance with the prevailing DCR of Nagpur City and various relaxation under TOD policy. The Concessionaire shall have to provide additional parking of 50 car bays, 100 two wheelers bays and 100 bicycles bays to address parking needs of Metro commuters. The Concessionaire shall be free to provide any number of parking over and above the aforesaid requirement. The concession period for the project has been increased to 60 Years which shall be inclusive of construction period. Maha-Metro has submitted proposal to Govt. of Maharashtra for appointment of Maha-Metro as a Special Planning Authority for their own projects. The said proposal is under consideration and is at advance stage. The process of approval shall be simplified once the said proposal is approved by GoM. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 12

13 However, in the meantime Maha-Metro shall on best effort basis provide the necessary assistance for procuring approvals from Planning Authority. 25. Annexure 2:Scope of Work 9 Sub Lease: A developer would like to develop the entire project and sublease the parts there in to investors / operators on sub lease basis. Such leases can be long term or short term or perpetual (till the term of Concession period). Following points shall be covered for such Sub Lease cases... a. Sub Lease NOC: It is observed that Maha Metro wishes to become a party in case of Sublease., Here, it is requested that no prior NOC shall be required to be obtained from Maha Metro for further Sub leasing. Further, It should be clarified that Maha Metro shall not charge any sub leasing charges for sub leasing during the concession period. This hinders Developers operations efficiency by creating additional cost & time factors. b. Property Tax: It is noted that payment of Property tax on development is responsibility of Concessionaire / Developer. However, in case of sub lease of part of the development under long sub lease format, Developer should be allowed to transfer the responsibility of payment of property tax to the Sub lessee. will not be a party to Sub-lease Agreement. A List of terms to be included in the sub lease agreement is hereby provided in Annexure 1. The Concessionaire has to necessarily include these terms and need to submit the sub lease Agreement to MAHA- METRO for approval. The Concessionaire shall submit copies of each such sub-lease to MAHA- METRO for verification and record. A List of terms to be included in the sub lease agreement is hereby provided in Annexure 1. The Concessionaire has to necessarily include these terms and need to submit the sub lease Agreement to for approval. Prior written approval of shall be obtained by the Concessionaire in respect of the signing of sub-lease agreement. reserves the sole right not to give consent /approval to such a request and no compensation or claim on this account will be entertained in this regard. The Concessionaire shall submit copies of each such sub lease to for verification and record. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 13

14 The payment of Property Tax shall always be liability of the Concessionaire, however, if desired the concessionaire may recover the same from various sub-lessee. 26. General Assignment: It is noted that there are restrictions on assignment. We hereby request that clarity shall be given here for following aspects... a. Share holding of Concessionaire (Future investment / partnership): A developer may bring in new investment in form of Equity in the firm, same should be permitted without requiring any NOC or payment of additional charges. b. Transfer Charges: Transfer charges should not be applicable on future assignment / transfer of development / concession rights. a. The Concessionaire is allowed to bring in new investment subject to terms and conditions of 5.3, 7.1 of I. b. Please refer Article 30. It is self-explanatory. 27. General 28. General Direct Access to premises from the Interchange platforms should be provided. Non Compete: We wish to develop retail centre / Mall on the proposed site, hence, we require a non compete arrangement with other development on the Station / Platform connected with the site. A pedestrian foot over bridge (Walkway) starting from Sitaburdi Interchange station upto the Project Site shall be constructed by at its own cost. Further extension of the FOB within the site shall be done by the concessionaire at its own cost, with prior approval of Maha-Metro. Not accepted. RFP conditions shall prevail. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 14

15 29. General Annexure 2:Scope of Work 4.4 Naming Rights: Since the proposed development is on the same site as the Metro Interchange station, naming rights should also be granted to Concessionaire to avoid confusion for general public. Flexibility in Payment Terms for Concession fees over the Concession term: Full flexibility should be granted to the Bidder to bid by presenting a Concession fees payment plan of full concession term. The same should be evaluated on the basis of Net Present Value (NPV). Clarifications on Development of Adjoining Nag River: More details are required to understand Development of Adjoining Nagpur River as it affects the planning of proposed development. Naming rights are not part of this RFP. They will be tendered separately. Please refer to response provided for Annexure 2:Scope of Work 2.1 Transaction Cost: Since the project is a Public Private partnership / Joint development Transaction cost for the proposed project (incidental expenses and Stamp duty) where a Fixed asset is being created on the authorities land and owned on lease basis by developer for the term of concession only, all the transaction cost should be borne by the authority. Not Accepted. RFP Conditions shall prevail The revised Technical Eligibility Criteria is modified as follows (A) There should be no dilution in the qualification criteria suggested in the e tender especially with regards to experience of the developer during last five years (A) of the RFP Document - For demonstrating technical capacity and experience (the Technical Capacity ), the Bidder shall, over the past 10 (Ten) financial years Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 15

16 immediately preceding the Bid Due Date, have achieved commercial operation of any one of the following: One similar project having built up area not less than 39,786 Sqm. having minimum project cost of Rs. 90 Crores Two similar projects, each having built up area not less than Sqm. having minimum project cost of Rs. 55 Crores Three similar projects each having built up area not less than 19,898 Sqm. having minimum project cost of Rs. 45 Crores Calculation of Annual Concession Fee? Calculation of Upfront Premium? What is the relevance of multiplication factor of 15.25? It is the Bidder s discretion to propose the Annual Concession Fees in accordance with the terms and conditions of the RFP Document. The revised Bid Form-III and Bid Form-IV have been provided in Annexure-2 and Annexure 3 respectively. It is the Bidder s discretion to propose the Upfront Premium in accordance with the terms and conditions of the RFP Document It is factor to calculate the Present Value of the Annual Concession Fee to be received by the Authority during the Project tenure. However due to change of moratorium period the said formula at clause is revised as follows Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 16

17 Total Consideration = (Upfront Premium) x Annual Concession Fee) For the Revised Annual Concession Fee calculation (upon purchase of additional FSI under Transit Oriented Development Policy) a. What is the New Circle Rate? a. New Circle Rate shall mean the Annual Schedule of Rates for project site, at the time of submission of proposal to concerned planning authority for availing additional FAR/FSI. b. Reference Circle Rate shall mean the prevailing Annual Schedule of Rates for project site on date of signing of concession agreement b. What is the Reference Circle Rate? c. How do you calculate Prevailing Annual Concession Fee? What would be the cost of purchase of additional FSI (from Base FSI of 2.5 to 4.0 under TOD Policy)? c. Prevailing Annual Concession Fee shall mean the applicable Annual Concession Fees to be paid by the Concessionaire on the day of submission of its proposal for availing additional FAR/FSI to the concerned planning authority. As per the TOD policy, the charges for availing additional FSI is 40% of the prevailing Annual Schedule of Rates. However, Bidder shall do its own due diligence in this regards (A) Technical capacity and experience, over the past 5 financial years immediately preceding the bid due date. One with the experience of design, development and management of office/mall/hotel asset should be technically qualified. The experience shall be evaluated in accordance with the conditions as stated in serial no. 33 above. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 17

18 (A) (b) (e) Define Built up area Project is Design, Build, Finance, Operate and Transfer (the "DBFOT") basis Project is Design, Build, Finance, lease Operate and Transfer (the "DBFLOT") basis it is envisaged to transfer sub-lease rights of the project site to a Selected Bidder/Concessionaire for a period of 50 years The word Concessionaire to be replaced with Lessee across the whole document. Project Financing The Built-up area shall have the meaning as ascribed in the DCR of Nagpur City For raising finances through debt/equity, the Concessionaire Lessee will have the rights to avail project financing on leasehold rights. Maha-Metro upon written request made by the Concessionaire Lessee shall provide NOC for availing project financing without any additional cost. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 18

19 The clause is corrected as below Bid Security The bank guarantee amount and validity period is not in line with E tender notice. A Bidder is required to deposit, along with its Bid, a Bid Security equivalent to Rs. 3,00,00,000/- (Rupees Three Crores Only) which shall be paid in manner as follows - Rs.2,40,00,000/- (Rupees Two Crore and forty Lakhs only) in the form of Bank Guarantee from any Scheduled Commercial Bank valid for a minimum period of 180 days from the bid due date (a)& (b) Technical and Financial Certificate from statutory auditors Technical and Financial Certificate from Chartered accountant. - 60,00,000/- (Rupees Sixty Lacs only) the form of online payment modes available on the e-tender portal of Maha-Metro (the Bid Security ). The Technical Experience shall be certified (signed and sealed) by the respective Project Architect for which experience is claimed. The Project Architect should be registered with Council of Architecture in India. and Financial eligibility shall be certified from practicing Chartered Accountant. The Chartered Accountant should be registered with ICAI. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 19

20 Thereafter, 26% (twenty six percent) of the subscribed and paid up equity of the SPC till the expiry of the Concession Period, in accordance with the provisions of the Concession Agreement. SPV should be allowed to dilute the 100% of the equity after 3 rd anniversary of the commercial operation date of the project Accepted. The (c) of the RFP Document is modified as follows: ( c) The Bidder will be required to form an appropriate Special Purpose Company, incorporated under the Companies Act, 2013 and any amendments thereto (the SPC ), to execute the Concession Agreement and implement the Project, if it is the Selected Bidder and awarded the Project after the Bid Stage. The initial paid up and subscribed share capital of such SPC shall not be less than 5% (five percent) of the Estimated Project Cost. Further, such Bidder shall also be required to hold at least (a) 100% (one hundred percent) of the subscribed and paid up equity of the SPC at all times until the commercial operation date of this Project; and (b) 51% (fifty one per cent) of the subscribed and paid up equity of the SPC at all times until the third anniversary of the Commercial Operation Date of this Project. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 20

21 The Authority may not divulge as may be required by law or in connection with any legal process. Accepted. The modified clause is as follows: The Authority may not divulge as may be required by law or in connection with any legal process. In such cases, intimation to be provided to the lessee. The Authority may not divulge as may be required by law or in connection with any legal process. In such cases, intimation shall be provided to the Concessionaire Annual Concession shall be escalated by 20% every three years on compounding basis. Annual Concession shall be escalated by 15% every three years on compounding basis. Subject to the above and to the first and paramount charge, may allow the lessee to create second charge over the receivables in favor of financial institutions. Not Accepted. RFP conditions shall prevail. It is clarified that will have first charge over receivables only to the extent of its dues No bank/financial institution will agree. They always insist first charge over the receivables The modified clause is as follows - i. The successful bidder (Concessionaire) will be required to maintain with a Scheduled Commercial Bank (having branch at Nagpur), acceptable to, an Escrow Account as a payment security mechanism to protect the interest of. All the revenues of the Concessionaire from the Leased space, of whatsoever nature (including revenue from operation of Concessionaire or leased space, upfront/ onetime payments, refundable & nonrefundable deposits, rentals, License fees, Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 21

22 maintenance fees and user charges, revenue from internal billboards/signages etc.) shall be credited to this account and outflows of cash on account of payments to and other purposes shall be debited, in accordance with the provisions of the Concession Agreement. ii. Within 2 months from the date of signing of the Concession Agreement, the Concessionaire shall identify a Nationalised/ Scheduled Bank acceptable to and open the Escrow Account in terms of the Escrow Agreement to be signed between the Concessionaire, and the Bank. The draft of the Escrow Agreement is annexed as Schedule B to the Draft Concession Agreement in this tender. The Bank will act as the Escrow agent for the purposes of receiving the receivables. The escrow account will be maintained throughout the Concession period. For the payment of the amounts becoming due to it, shall always have the first and paramount charge over all receivables that the Concessionaire is entitled to claim or receive from the sub-licensee for the use of the leased Spaces. The Escrow Bank shall be given irrevocable instruction to remit to MAHA- METRO the amounts becoming due to MAHA- METRO under the Concession Agreement as per the claims made by from time Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 22

23 to time. So long as any amount is outstanding to from the Concessionaire, the amounts in the Escrow Account shall not be utilised for any purpose other than for payment to. After due discharge of all amounts outstanding to, the Escrow Bank shall be entitled to allow the amount to be utilised by the Concessionaire till such time further amounts become due from the Concessionaire to as per the claims made by. Maha-Metro shall have first charge over the project receivables only the extent of amount to be received by Maha-Metro in that respective year. 50. I No right of extension of term after 50 years ROFR clause to captured Please refer to Annexure 2, 10.3 of RFP Vol. I and Schedule B, of I. is self-explanatory. 51. I (g) & No right to create to sublet, or create any lien or encumbrance save and except as permitted in this Agreement To be inserted save and except as permitted in this Agreement or the Substitution Agreement Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 23

24 52. I 4.3 Condition Precedent of the Concessionaire timeline 60 days Time line to be extended to 120 days Accepted. The timeline for completion of condition precedent of the concessionaire is revised to 120 days I & I 4.5 I 4.7 No Liquidated Damages for delay by authority to fulfil their Condition Precedent. Only right of termination Amount of Liquidated Damages for each day of delay Liquidated Damages for delay by concessionaire to fulfil their Condition Precedent is Amount equivalent to Bid Security Amount of Liquidated Damages for each day of delay In case the authority fails to fulfil their conditions precedent then they are entitled to terminate with a 6% interest, however if terminated due to concessionaire default in fulfilling the conditions precedent then the penalty then all amounts paid shall be forfeited by the authority 56. I 5.2 Not Acceptable Obligations relating to Project Agreements Need to mentions concessionaire rights to license units and appoint contractors without seeking approval Accepted. The is modified as follows 57. I Dilution of equity of the concessionaire To be confirmed The Bidder will be required to form an appropriate Special Purpose Company, incorporated under the Companies Act, 2013 and any amendments thereto (the SPC ), to execute the Concession Agreement and implement the Project, if it is the Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 24

25 58. I & Prior approval before signing of each sub-leasing agreement and copy to be submitted within 10 days of registration Need a blanket approval subject to the business not coming the prohibited category Selected Bidder and awarded the Project after the Bid Stage. The initial paid up and subscribed share capital of such SPC shall not be less than 5% (five percent) of the Estimated Project Cost. Further, such Bidder shall also be required to hold at least (a) 100% (one hundred percent) of the subscribed and paid up equity of the SPC at all times until the commercial operation date of this Project; and (b) 51% (fifty one per cent) of the subscribed and paid up equity of the SPC at all times until the third anniversary of the Commercial Operation Date of this Project. Annexure I of this Corrigendum enumerates the terms / clauses which the Concessionaire shall include in the Sub-Lease Agreement to be executed with Sub-Lessee. The Concessionaire shall prepare Sub-lease Agreement and submit it to for approval. The Concessionaire shall submit copies of each such lease to for verification and record. reserves the sole right not to give consent /approval to such a request and no compensation or claim on this account will be entertained in this regard. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 25

26 What procedure to be complied with and the NOC charges prior to finalisation of sub-leasing not mentioned To be clarified No charges will be levied for Sub Leasing. However, Concessionaire shall submit the basic details of the of Sub lessee for verification and record. 59. I The details shall include but not be limited to the Name of Sub-lessee, Area to be Sub-leased, Location of the sub-leased area, Sub-lease Tenure, Nature of business, CIN/Registration Number and PAN CARD details etc. of the Sublessee I & I Removal of staff on request by the authority and replacement with the approval of the authority approval of the authority to appoint replaced staff not acceptable The Concessionaire shall, with effect from Agreement Date, pay all outgoings, central/state/local govt. taxes and levies such as Non-Agriculture Tax, Water Bills, Electric Bills, Service Tax, VAT, Entertainment Tax, Luxury Tax, GST, Royalty and all other applicable taxes all increases thereto, fees (including any license fees) rates and other user charges (including those applicable for existing utility connections and any other dues, cess, assessments or outgoings payable in respect of implementation of the Project (including new utility connections obtained by it, if any) or in respect of the materials stored therein which may be levied by any Government Authority. Accepted. The Concessionaire shall not require approval for the appointment of new personal in place of the removed staff. Bidder shall do its own due diligence in this regard. Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 26

27 Mentions Service Tax and VAT 62. I Check applicability Any new levies, taxes, cess etc. if any, imposed by Government Authorities on for awarding the contract shall be recovered from the Bidder separately by. The use of word Bidder To be replaced by Lessee The is modified as follows - Any new levies, taxes, cess etc. if any, imposed by Government Authorities on for awarding the contract shall be recovered from the Concessionaire separately by I I Within 15 (fifteen days) of receipt of vacant and peaceful possession to the Project Site (or any part thereof), the Concessionaire shall secure the Project Site in accordance with the provision of Schedule B and F (Project Work, Safety and Access Requirements). 15 days for securing site 30 days The Concessionaire shall be responsible for all risk to the work and for trespass and shall make good at his own expense all loss or damage whether to the works themselves or to any other property of Authority or any other third party or the lives, persons or property of others from whatsoever cause in connection with the Project despite all reasonable and proper precautions that may have been taken by the Concessionaire, and in case Authority is called upon to make good any costs, loss or damages, or to pay any compensation (including that payable under the provisions of the Workmens' Compensation Act or any statutory amendments Accepted. The clause is modified as below: Within 30 (thirty days) of receipt of vacant and peaceful possession to the Project Site (or any part thereof), the Concessionaire shall secure the Project Site in accordance with the provision of Schedule B and F (Project Work, Safety and Access Requirements). Development and Operation of Part of land demarcated for Property Development at Kh. 98, 99,100,101 at Mz. Dhantoli near Sitaburdi Interchange Station of Nagpur Metro Rail Project Page 27