INTERNATIONAL COMPETITIVE BID (ICB) FOR DESIGN BUILD ... · OCEANARIUM and the allied facilities comprising in accordance to the scope of work, guidelines and considerations mentioned

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Gujarat state Project Management Unit (SPMU) – ICZM Project Gujarat Ecology Commission, Gandhinagar

INTERNATIONAL COMPETITIVE BID (ICB) FOR DESIGN BUILD FINANCE OPERATE & TRANSFER OF THE MARINE RESEARCH, CONSERVATION & INFORMATION CENTRE CUM OCEANARIUM AT SOMNATH

BID No; SPMU/ICZMP/ICB/02/2017-18 CORRIGENDUM No.8

The following amendments to the bid documents are issued. The amendments will form an integral part of the bid document and the subsequent contract to be awarded to the successful bidder. The bidders are required to sign, authenticate and return this corrigendum along with the bid at the time of submission.

Sl. No

Existing Clause

Original Clause as per Bid Document Revised Clause

1 All relevant clauses in bidding document

Following words are in existing documents Works Bank

Works shall be read as Project

2 Bid Title Bid title DESIGN, -BUILDFINANCEOPERATE & TRANSFER OF THE MARINE RESEARCH, CONSERVATION & INFORMATION CENTRE CUM OCEANARIUM

Bid title shall be read as following DESIGN, BUILD, FINANCE, , OPERATE, MAINTAIN & TRANSFER THE MARINE RESEARCH, CONSERVATION & INFORMATION CENTRE CUM OCEANARIUM AND ALLIED FACILITIES

3 IFB Clause 5 (c) & (d)

(c) The Bidder shall demonstrate that it had positive net worth in each of the last three financial years preceding the date of submission of bid. (d) The Bidder shall furnish certificate from the bank that it has cash credit facility of minimum INR 800 million or US $ 12.5 million as on the date of submission of bid.

Clause shall be read as per following (c) The bidder shall demonstrate through its audited financial statements its “Net Worth” which should not be less than INR 750 million or USD 1.1 million as on 31/03/2018. (d) Deleted

4 Bidding document all relevant

Following words are in existing documents Owner

Clause shall be read as per following Following are the changes in words in the entire Bid Document

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clauses Operator Design Build Operational Acceptance Certificate

Owner shall be read as a Authority Operator shall be read as Developer Design Build shall be read as Development Operational Acceptance Certificate shall be read as Development Completion Certificate

5 ITB 1.1 ( c ) Scope of work: The bidder’s scope of work is to Design, Build, Finance, Operate and Transfer Marine Research, Conservation & Information Centre Cum Oceanarium (referred to as “MRCI CUM OCEANARIUM”) at Somnath in the state of Gujarat in India and operate and maintain the plant for a post commissioning O & M period of 25 years. The details of the scope of work are specified in Design-Build Services Appendix (Appendix 2 A).

The clause shall be read as per following. Scope of Project: The bidder’s scope under the Project (“Scope of the Project”) is to Design, Build, Finance, Own, Operate, Maintain & Transfer the Marine Research, Conservation & Information Centre cum Oceanarium and allied facilities (referred to as “MRCI CUM OCEANARIUM”) at Somnath in the state of Gujarat in India either by itself or through its contractors and / or consultants, in accordance with Development Appendix (Appendix 2 A). (Modified Appendix 2A is given along with this corrigendum)

6 ITB 1.1 The Owner named in the BDS will make available the land required for the Marine Research, Conservation & Information Centre Cum - Oceanarium and ancillary works as per the selected bidder’s design requirements, subject to the site available as specified in the BDS

Clause shall be read as per following The Authority named in the BDS will make available the land required for the Marine Research, Conservation & Information Centre cum Oceanarium and Allied Facilities, free from all encumbrances & charges, as per the selected bidder’s Final Concept & Design, subject to the site available as specified in the BDS. The Successful Bidder and the Authority shall enter into a Site Lease Deed for the Site as per format specified in Appendix (Format of Site Lease Deed Appendix 5 is given along with this corrigendum.)

7 ITB 1.2.2 If the bidder who is a single entity is awarded Clause shall be read as per following

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(second para)

the contract, it may at its discretion be allowed to form an appropriate Special Purpose Company, incorporated under the Indian Companies Act 2013 (the “SPC”), to execute the Contract Agreement as per Appendix B and implement the Project. In the event the JV is awarded the Contract, members of the JV shall form an appropriate Special Purpose Company, incorporated under the Indian Companies Act 2013 (the “SPC”), It shall, in addition to forming an SPC, comply with the following additional requirements:

If the bidder who is a single entity is awarded the contract, it shall form an appropriate Special Purpose Company, incorporated under the Indian Companies Act 2013 (the “SPC”), to execute the Contract Agreement as per Appendix B and implement the Project. In the event the JV is awarded the Contract, members of the JV shall form an appropriate Special Purpose Company, incorporated under the Indian Companies Act 2013 (the “SPC”). It shall, in addition to forming an SPC, comply with the following additional requirements:

8 ITB 2.1 (1) The nature of the services, the site and the plant that are to be designed, built, operated, and maintained by the bidder, the procedures that are to be followed during the bidding process and the contract terms and technical requirements are prescribed in the Bidding Documents. The Bidding Documents consist of

Clause shall be read as per following The nature of the Site and Minimum Development Plan for the MRCI CUM OCEANARIUM and allied Facilities that are to be Designed, Built, Financed, Owned, Operated, Maintained & Transferred by the Successful Bidder, the procedures that are to be followed during the bidding process and the contract terms are prescribed in the Bidding Documents. The Bidding Documents consist of

9 ITB 2.1(c) (vi)

Format of Curriculum Vitae for Proposed Key Staff;

This Clause stands deleted

10 ITB 2.1 (1) (d) (iii) B

B. Technical Specifications, comprising (i)Design-Build Services Appendix – Appendix 2A, (ii)Operations Service Appendix – Appendix 2B, & (iii)Technical Standards – Appendix 2C; and Applicable Regulatory Laws Appendix – Appendix 2D Appendix 3: Location Map and Site Details

Clause shall be read as per following: B. Technical Specifications, comprising (i) Development Appendix – Appendix 2A, (ii) Applicable Regulatory Laws Appendix – Appendix 2B Appendix 3: Location Map and Site Details Appendix 4 – Developers Bid including Technical Proposal and Financial Proposal Appendix 5 – Site Lease Deed

11 ITB 3.3 (b), ( c) , (d) , (

(b)A detailed design-build-finance-operate-transfer work plan including a detailed program

Clause shall be read as per following: (b) An Initial Concept Plan (“Initial Concept Plan”) which will

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e) , (f) , (g) ,(h)

timetable (the “Design-Build Work plan”) setting out the manner in which the Bidder proposes to carry out the design-build services as defined in the Draft Contract (the “Design-Build Services”) and meet the design-build technical standards in accordance with the Technical Standards Appendix to the General Conditions. The Design-Build Work plan shall be divided into the following sections: (i)A section entitled “Design Philosophy & Project Concepts”, which shall contain conceptual drawings, area statements and descriptive details sufficiently detailed to communicate the Bidder’s design intent for all aspects of the proposed MRCI CUM OCEANARIUM and the allied facilities comprising in accordance to the scope of work, guidelines and considerations mentioned in Appendix 2 A, B, C, and D. (ii)The conceptual drawings, area statements and details that shall include the following: A. a site plan showing the location of the MRCI CUM OCEANARIUM premises, facilities, vehicular and non-vehicular circulation, outdoor facilities, landscaping and limits to the bidder’s construction activities; along with the land required for the total planned area for the MRCI CUM OCEANARIUM; B. Layout plan, floor plans and area statement of

accommodate all the components of Minimum Development Plan specified in Appendix 2A including a tentative program timetable setting out the manner in which the Bidder proposes to Develop the MRCI cum Oceanarium and allied Facilities specified The Initial Concept Plan shall be divided into the following sections:

(i) A section entitled “Tentative Design Philosophy & Project Concepts”, which shall contain tentative conceptual drawings, area statements and descriptive details sufficiently detailed to communicate the Bidder’s design intent for all aspects of the proposed MRCI CUM OCEANARIUM and allied Facilities including the Minimum Development Plan.

(ii) The tentative conceptual drawings, area statements and details that shall include the following:

A. a tentative site plan showing the location of the MRCI CUM OCEANARIUM premises, allied facilities, vehicular and non-vehicular circulation, outdoor facilities, landscaping and limits to the bidder’s development activities; along with the land required for the total planned area for the MRCI CUM OCEANARIUM and allied Facilities;

B. Tentative layout plan, floor plans and area statement of exhibit

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exhibit areas as needed indicating the each of the individual facilities listed in Paragraph 2.2.2 of DBS Appendix (Appendix 2A of Contract) and satisfying Paragraphs 2.2.1, 2.2.3, 2.2.4 and 2.2.5 of the same Appendix including proposed area/volume of each facility. It shall be noted that in situation where there is discrepancy between drawing and area statement, the area statement shall be considered as final proposal by the bidder. C. Drawings and statement of volume for each of the water area (enclosed or open indicating the types of enclosure) D. Conceptual systems for sea-water abstraction, water supply, waste water treatment, disposal and solid waste management such to promote the facility as a zero-discharge facility with no waste to be disposed into the sea without adequate treatment E. The bidder’s proposed approach and methodology for the construction of the facility; F. a detailed narrative in support of the conceptual drawings setting out the Bidder’s plan for compliance with the Design-Build Services Appendix and the technical standards set out in the Technical Standards Appendix, to include construction quality assurance and control; G. a detailed schedule setting out the proposed

areas as needed indicating each of the individual facilities listed in Initial Concept Plan including proposed area/volume of each facility. It shall be noted that in situation where there is discrepancy between drawing and area statement, the area statement shall be considered as final proposal by the bidder.

C. Tentative drawings and statement of volume for each of the water area (enclosed or open indicating the types of enclosure). D. Conceptual systems description for sea-water abstraction, water supply, waste water treatment, disposal and solid waste management such to promote the Project Facilities with no waste to be disposed into the sea without adequate treatment. E. The bidder’s proposed approach and methodology for Developing the Project Facilities; F. a detailed narrative in support of the conceptual drawings setting out the Bidder’s plan for accommodating the components in Minimum Development Plan; G. tentative schedule setting out the proposed sequence of activities

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sequence of works to be undertaken, including estimated start date, finish date and time allocations for individual units of the works, proposed resources to be allocated and the identification of all major milestones, including the submission of schematic design documents, design development documents, the Design-Build Documents and the commissioning of MRCI CUM OCEANARIUM; and H. an itemized list of the principal codes of practice and standards proposed to be used for the Design-Build Services; and For all items listed in ITB Section 3.3(b) (iii), the Bidders shall provide either catalogues or detailed information with respect to manufacturer and source, model designation, primary specifications, and year of manufacture, as applicable; (c) A section entitled “Project Marketing and Business Model” which shall include the following: (i)A vision of the MRCI CUM OCEANARIUM describing the long, medium and short term vision for the facility. (ii)A description of the salient features of the MRCI CUM OCEANARIUM to attract tourists, researchers and scholars.

to be undertaken, including estimated start date, finish date and time allocations for individual activities on Development, proposed resources to be allocated and the identification of all major milestones,

H. Deleted

(c)A section entitled “Tentative Project Marketing and Business Model” which shall include the following:

(i)A vision of the MRCI CUM OCEANARIUM describing the long,

medium and short term vision for the Project.

(ii)A description of the salient features of the MRCI CUM OCEANARIUM to attract tourists, researchers and scholars.

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(iii)A detailed projected business plan consisting of but not limited to: •Business Overview & Potential •Potential Partnerships, Alliances, Business tie-ups etc. •Target Market Strategy •Organisation structure and staffing •Confirmation that all requirements of the Owner (such as for free access of officials, researchers or students as specified in the BDS) is fulfilled. (d)Bidder should indicate how various stakeholders i.e. Owner, Tours and Travel Industry and Hospitality Industry would be involved in developing the MRCI CUM OCEANARIUM and allied facilities and its operations. (e)A section entitled “Implementation Plan” which shall include the following: (i)A detailed overall program and schedule setting out the proposed sequence of works to be undertaken, including estimated start date, finish date subject to conditions, if any, stipulated in the BDS, and time allocations for individual elements of the works, proposed resources to be

(iii)A Tentative Projected Business Plan consisting of but not limited to:

Business Overview & Potential

Potential Partnerships, Alliances, Business tie-ups etc.

Target Market Strategy

Organisation structure and staffing

Confirmation that requirements of the Authority for

uninterrupted access of its officials to Site and Project

Facilities as specified in the BDS is fulfilled.

(d) Deleted

(e)A section entitled “Tentative Implementation Plan” which shall include the following: (i)A detailed overall program and schedule setting out the proposed

sequence of activities to be undertaken, including estimated start date,

finish date subject to conditions, if any, stipulated in the BDS, and time

allocations for individual activities in Development, proposed resources to

be allocated and the identification of all major milestones, for the

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allocated and the identification of all major milestones, for the commissioning of individual work components of the MRCI CUM OCEANARIUM (f)A detailed work plan (the “Operations Work plan”) setting out the manner in which the Bidder proposes to carry out the operation of the MRCI CUM OCEANARIUM as set out in the Draft Contract (the “Operations Services”) and meet the operating technical standards in accordance with the Technical Standards Appendix to the General Conditions. The Operations Work plan shall be divided into the following sections: (i)a section entitled “Operations Start-up” which provides an outline contents and overview of the Bidder’s proposed plans and programs for operational start-up of the MRCI CUM OCEANARIUM; and (ii)a section entitled “Operation and Maintenance Plan” which provides an outline contents and overview of the Bidder’s proposed plans and programs for operation of the MRCI CUM OCEANARIUM; (g)A detailed description of the Bidder’s plans and methodologies to ensure that the requirements of the applicable Environmental Management Plan for the proposed MRCI CUM OCEANARIUM and allied services at Site will

commissioning of individual components of the MRCI CUM

OCEANARIUM and allied facilities

(f)A Tentative Operations & Maintenance Plan (the “Operations & Maintenance Plan”) setting out the manner in which the Bidder proposes to carry out the Operations & Maintenance of the MRCI CUM OCEANARIUM and allied Facilities as set out in the Contract Documents (the “Operations”) The Operations & Maintenance Plan shall be divided into the following sections:

(i)a section entitled “Operations Start-up” which provides an outline contents and overview of the Bidder’s proposed plans and programs for operational start-up of the MRCI CUM OCEANARIUM and allied Facilities; and (ii)a section entitled “Operation & Maintenance Plan” which provides an outline contents and overview of the Bidder’s proposed plans and programs for Operations & Maintenance of the MRCI CUM OCEANARIUM and allied Facilities;

(g)A tentative description of the Bidder’s plans and methodologies to ensure that the requirements of the applicable Environmental Management Plan for the proposed MRCI CUM OCEANARIUM and allied Facilities at Site will be implemented and monitored; in addition, the Bidder shall

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be implemented and monitored; in addition, the Bidder shall submit Code of Conduct, as described in BDS, to ensure compliance with its Environmental, Social, Health and Safety (ESHS) obligations under the contract. A detailed note, outlining its proposed methodology and program of construction including implementation of the Environmental Management Plan and Safety Assurance under this contract, shall be provided. (h)A detailed staffing plan (the “Staffing Plan”) setting out the Bidder’s proposed staffing arrangements for the carrying out of the Design-Build and Operations Services. The Staffing Plan shall be divided into the following sections: (i)two sub-sections, (one for the Design-Build Services and one for the Operations Services) each entitled the “Staffing Chart” and each consisting of a chart setting out a list of all proposed Operator’s Personnel positions, the role of each position, the duration of existence of the position, and the location of the staff person filling the position during the periods of assignment to carry out the Design-Build and Operations Services; (ii)a section entitled “Summary of Staff Qualifications” which consists of a summary table setting out, A. for the Key Staff positions, the names of the Bidder’s employees who will occupy the Key

submit Code of Conduct, as described in BDS, to ensure compliance with its Environmental, Social, Health and Safety (ESHS) obligations under the Contract. A detailed note, outlining its proposed methodology and program of Development including implementation of the Environmental Management Plan and Safety Assurance under this Contract, shall be provided.

(h)A Tentative Staffing Plan (the “Staffing Plan”) setting out the Bidder’s proposed staffing arrangements for carrying out the Development and Operations. The Staffing Plan shall be divided into the following sections: (i)two sub-sections, (one for the Development and other for the Operations) each entitled the “Staffing Chart” and each consisting of a chart setting out a tentative list of all Developer’s Personnel positions, the role of each position, the duration of existence of the position, and the choice of location of the staff person filling the position during the periods of assignment to carry out the Development and Operations; (ii) Deleted A. Deleted

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Staff positions; and B. all proposed positions for the Bidders’ Personnel and the qualifications, years of experience and areas of expertise, including a clear indication of the expertise that the staff will provide consistent with the requirements set out in the Bid Data Sheet for each of the proposed positions; the bidder may propose alternative Key position in lieu of any of the specified positions with a view to improving the available expertise. The bidder’s personnel as indicated in the bid proposals shall not be changed during the period of the contract. In case if the successful bidder, intends to change the key staff, such change will be subject to approval from the Owner on justification provided by the successful bidder. The replaced key staff shall have to be of equivalent or higher qualification and experience. (iii)a section entitled, “Curriculum Vitae” which contains the signed curriculum vitae for each of the Key Staff, in the format set out in Annex A Part f to the Bidding Documents; For the purpose of ITB Section 3.3(h) (ii) (A) and (iii), “Key Staff” means those individuals that will fill the positions listed in the Bid Data Sheet; and

B. Deleted (iii) Deleted

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A list of all nominated subcontractors and sub-consultants and a detailed description of the services to be carried out or the Plant and Equipment to be provided by the nominated subcontractors and sub-consultants. The Bidder shall provide the name and nationality of all nominated subcontractors and sub-consultants. The Bidder shall ensure that all nominated subcontractors and sub consultants comply with ITB Section 1.3. The Bidder shall not exceed the maximum percentage of subcontracting and sub consulting set out in GC Section 8.6 (1) and the corresponding provision in the SCC Section of the Draft Contract and the Bid data Sheet.

A tentative list of all nominated sub-contractors and consultants and a detailed description of the activities to be carried out or the supplies to be provided by the nominated contractors and consultants. The Bidder shall provide the name and nationality of all nominated contractors and consultants.

12 ITB 3.5.2.3 Operator’s Responsibility After award of the Contract, the subcontracting of any part of the work, except for those sub-contractors and sub consultants nominated in the Bid, shall require the prior written consent of the Owner. Notwithstanding such consent, the Operator shall remain responsible for the acts, defaults, and neglects of all sub-contractors and sub consultants during Contract implementation.

Clause shall be read as per following: Developer’s Responsibility

After award of the Contract, the subcontracting of any part of the

work, except for those sub-contractors and sub consultants nominated

in the Bid, shall require to be intimated to Authority in writing.

Notwithstanding such consent, the Developer shall remain responsible

for the acts, defaults, and neglects of all sub-contractors and sub

consultants during Contract implementation.

13 ITB 3.5.3 (a)

Qualification Criteria - Technical Capabilities

(a) The Bidder shall provide evidence that 1. (1) It has designed, developed, built,

and commissioned at least one MRCI

CUM OCEANARIUM with minimum

3 million litres of enclosed water which

has been operating successfully for a

Clause 3.5.3 (a) shall be read as per following: (a) The Bidder shall provide evidence that

(1) It has designed, developed, built, and commissioned at least one MRCI CUM OCEANARIUM with minimum 3 million litres of enclosed water which has been operating successfully for a period of minimum 2 consecutive years during the last 10 years and is functioning satisfactorily as on the date of bid submission.

1. (2) The bidder has successfully operated and maintained at least one

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period of minimum 2 consecutive years

during the last 10 years and is

functioning satisfactorily as on the date

of bid submission.

2. (2) (The bidder has successfully operated

and maintained at least one MRCI CUM

OCEANARIUM with minimum 3

million litres of enclosed water for a

period of minimum 2 years during the

last 10 years.

Design experience specified in Section 3.5.3

(a) (1) and Operation &Maintenance

experience required as per Section 3.5.3 (a) (2)

can be met by the bidder’s nominated sub-

contractor

MRCI CUM OCEANARIUM with minimum 3 million litres of enclosed water for a period of minimum 2 years during the last 10 years.

Design experience specified in Section 3.5.3 (a) (1) and Operation

& Maintenance experience required as per Section 3.5.3 (a) (2)

can be met by the bidder’s nominated sub-contractor.

However, in case development, built and commissioning

experience specified in section 3.5.3 (a) (1) cannot be met by the

Bidder on its own, it may be met by the Bidder’s nominated sub-

contractor, subject to the condition that the Bidder shall submit

confirmation with the Bid that the detailed contract signed

between Bidder and its nominated sub-contractor shall be

submitted within 45 days of issue of Notification of Award by

the Authority.

14 ITB 3.5.4 Qualification Criteria Financial

Capabilities

a. The Bidder shall demonstrate that it had

positive net worth in each of the last three

financial years preceding the date of submission

of bid.

b. The Bidder shall demonstrate through a

banker’s certificate (on the format specified in

Annexure A – Part n) that it has cash credit facility

of minimum INR 800 million or US $ 12.5 million.

c. The Bidder’s audited balance sheets or

other financial statements acceptable to the

Owner, for the last three years shall be

Clause shall be read as per following

Qualification Criteria Financial Capabilities

a. The bidder shall demonstrate through its audited financial

statements its “Net Worth” which should not be less than INR 750

million or USD 1.1million as on 31/03/2018.

b. . The Bidder shall provide confirmation with the Bid that in the

event of its Bid being accepted, the Special Purpose Company

constituted by it in accordance with ITB 1.2.2 shall achieve Financial

Close in compliance with SCC 26. [SCC 26 is provided in this

Corrigendum under SN 61.]

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submitted to demonstrate the soundness of

the Bidder’s current financial position and

to indicate its prospective long-term

profitability. If deemed necessary by the

Owner, the Owner shall have the authority

to make inquiries with the Bidder’s bankers.

c. The Bidder’s audited balance sheets or other financial statements

acceptable to the Authority, for the last three years shall be

submitted to demonstrate the soundness of the Bidder’s current

financial position. If deemed necessary by the Authority, the

Authority shall have the authority to make inquiries with the

Bidder’s bankers.

15 ITB 3.5.5 Qualification Criteria – Personnel Capabilities

The Bidder shall supply general information on the management structure of the firm, and shall make provision for suitably qualified personnel to fill the key positions in accordance with BDS – ITB 3.3(h) (ii) (B) as required during Contract implementation. The Bidder shall supply information on a candidate for each key position or alternative key position, if any, who shall meet the experience requirements specified. The Bidder may nominate personnel of nominated sub-contractors and nominated sub consultants to fill key positions in accordance with the BDS provision referred to herein above.

This clause stands deleted.

16 ITB 3.11 (2) Financial Offer shall take into account Goods

and Services Tax (and other taxes, duties, levies

or charges, if any) of the Authority’s country

which shall be borne by the operator

Clause shall be read as per following

Financial Offer shall take into account Goods and Services Tax (and other

taxes, duties, levies or charges, if any) of the Authority’s country which

shall be borne by the Developer

The Project being a edutainment institution for the purposes of scientific

research, conservation, dissemination of scientific knowledge on the

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animals and their ecosystem, the Authority may, subject to its powers,

recommend the Project for exemption from levy of GST and other local

taxes and levies.

17 ITB 5.5 (3 ) i. T1: Design Philosophy & Project Concept- see ITB Section 3.3(b)

ii. T2: Project Marketing & Business Model- see ITB Section 3.3(c)

iii. T3: Implementation Plan (Construction

Design, Build-out & Commissioning) - see ITB Section 3.3 (e)

iv. T4: Operations & Maintenance Plan - see ITB Section 3.3(f)

v. T5: Staffing Plan and Key Staff - see ITB Section 3.3 (h)

Points for the above-mentioned criteria are allocated as under: SN Criteria Maximum

Points 1 T1: Design Philosophy &

Project Concept 25

2 T2: Project Marketing & Business Model

20

3 T3: Implementation Plan

(Construction Design,

Build-out &

Commissioning)

20

4 T4: Operations Work Plan 20

5 T5: Staffing Plan and Key Staff

15

Clause shall be read as per following i. T1: Tentative Design Philosophy & Project Concept- see

ITB Section 3.3(b)

ii. T2: Tentative Project Marketing & Business Model- see ITB Section 3.3(c)

iii. T3: Tentative Implementation Plan (Development Phase) - see ITB Section 3.3 (e)

iv. T4: Tentative Operations & Maintenance Plan - see ITB

Section 3.3(f)

v. T5: Tentative Staffing Plan - see ITB Section 3.3 (h) Points for the above-mentioned criteria are allocated as under: SN Criteria Maximum

Points 1 T1: Tentative Design Philosophy & Project

Concept 25

2 T2: Tentative Project Marketing & Business Model

20

3 T3: Tentative Implementation Plan

(Development Period)

20

4 T4: Tentative Operations & Maintenance Plan

20

5 T5: Tentative Staffing Plan 15

Total 100

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Total 100

18 6.4 Signing the Form of Contract (1)At the same time as the Owner sends the Successful Bidder the Notification of Award, the Owner shall send the Successful Bidder, (a)Form of Contract; and (b)the other Contract Documents. (2)Not later than 30 days after the Successful Bidder’s receipt of the Notification Award, the Form of Contract and the other Contract Documents pursuant to ITB Sections 6.3 and 6.4(1), the Successful Bidder shall sign and date the Form of Contract and initial each page of the Contract and return them to the Owner.

Clause 6.4 is revised as per following: Signing the Form of Contract

1. (1) At the same time as the Authority sends the Successful Bidder the

Notification of Award, the Authority shall send the Successful Bidder,

1. (a) Form of Contract; and

2. (b) other Contract Documents.

2. (2) Not later than 60 days after the Successful Bidder’s receipt of the

Notification Award, the Form of Contract and other Contract

Documents pursuant to ITB Clauses 6.2 and 6.4 (1), the Special Purpose

Company (SPC) set up by the Bidder, in accordance with ITB 1.2.2 shall

sign and date the Form of Contract and initial each page of the Form of

Contract and return them to the Authority.

3. The successful Bidder shall form the SPC and provide within forty

five (45) days of receipt of the Letter of Acceptance from the

Authority a certified copy of its constituent documents and evidence

of its shareholding structure including the articles of association and

shareholder agreement (if any).

19 ITB 6.7 Adjudicator

The Owner proposes that the person named in the Bid Data Sheet be appointed as Adjudicator under the contract, at an hourly fee stated in the Bid Data Sheet. A résumé of the named person is attached to the Bid Data Sheet, as well as a description of the expenses that would be

This Clause is revised as per following: Adjudicator The Authority and Developer will appoint the Adjudicator in mutual

consultation before signing of Form of Contract. If, on the day the Form of

Contract is signed, the Authority and the Developer have not agreed on the

appointment of the Adjudicator, the Adjudicator shall be appointed, at the

request of either party, by the Appointing Authority specified in the Special

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considered reimbursable. If a Bidder does not accept the Adjudicator proposed by the Owner, it should so state in its Bid Form and make a counterproposal of an Adjudicator and an hourly fee. If, on the day the Form of Contract is signed, the Owner and the Operator have not agreed on the appointment of the Adjudicator, the Adjudicator shall be appointed, at the request of either party, by the Appointing Authority specified in the Special Conditions of Contract.

Conditions of Contract.

20 Bid Data Sheet – ITB 3.3 (c)

The Operator shall provide free access to the

MRCI facility during the entire Operations

Period to the Owner’s officials and researchers

or students as may be certified by the Owner

or his representative from time to time – as

specified in Clause 3.3.12 of Appendix 2A

This Clause is revised as per following:

The Developer shall provide free access to the MRCI facility during the

entire Operations Period to the Authority’s officials and researchers as may

be certified by the Authority or its representative from time to time (not

exceeding 25 nos in a day) and the Authority will send a request letter to

the Developer at least one day prior to the visit of such persons.

21 Bid Data

Sheet ITB

3.3 j

Maximum percentage of sub-contracting is

25%. However, the nominated sub-contractor

whose experience and qualification have been

claimed for meeting the qualification criteria in

accordance with stipulations in ITB Section 3.5

shall be excluded while applying the ceiling of

25%.

Maximum percentage of sub-contracting is 50%. However, the nominated sub-contractor whose experience and qualification have been claimed for meeting the qualification criteria in accordance with stipulations in ITB Section 3.5 shall be excluded while applying the ceiling of 50%. In case the said ceiling exceeds, the Developer shall submit justification for the same for consideration of the Authority..

22 Bid Data Sheet ITB 6.5

Amount of Performance Security for Contract Performance: 8% of the Estimated Project Cost.

Amount of ESHS Performance Security: 2% of the Estimated Project Cost.

For this purpose, Estimated Project Cost =

Amount of Performance Security for Contract Performance: 4% of the Total Estimated Project Cost.

Amount of ESHS Performance Security: 1% of the Total Estimated Project Cost.

For this purpose, Total Estimated Project Cost = Total investment proposed by the Developer using its own funds/resources + Grant

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Quoted Investment amount + Grant amount to be provided by the Owner.

amount to be provided by the Authority.

23 Bid Data Sheet ITB 3.10.2 c

The Operator shall share with the Owner a proportion of the Profit (before ax) from the operation of the MRCI CUM OCEANARIUM and allied facilities; the said proportion shall be determined as under:

Share of Profit before Tax to be paid to the Owner = Grant provided by the Owner ÷ Total Project investment actually made by the Operator for construction of the MRCI CUM OCEANARIUM and allied facilities [using its own funds/resources and the Grant provided by the Owner] Figures of Total Project Investment (actuals) and Profit before Tax shall be determined and verified by the Owner in accordance with the procedure specified in paragraph 23 of SCC Section.

This Clause is revised as per following: The Developer shall share with the Authority a proportion of the Profit (before Tax) from the operation of the MRCI CUM OCEANARIUM and allied Facilities; the said proportion shall be determined as under:

Share of Profit before Tax to be paid to the Authority = Profit (before Tax) from the operation of the MRCI CUM OCEANARIUM and allied Facilities x Grant provided by the Authority ÷ Total Project investment actually made by the Developer for Development of the MRCI CUM OCEANARIUM and allied Facilities [using its own funds/resources] Figures of Total Project Investment (actuals) shall be determined and verified by the Authority in accordance with the procedure specified in the amended paragraph 23 of SCC given at SN 58 of this Corrigendum.

24 Annex A to bidding document

Before submitting the Bid, the Bidder should refer to the Revised Annex A to the bidding documents containing revised Forms and Schedules etc. which is attached along with this corrigendum.

25 GC Clause 1.8

Contract Records, Accounting and Auditing

1.8.1 Contract Records

(1) Except as provided in GC Section 6.1, all data, information, documentation, account, plans, programs, reports, surveys and guidelines of any kind whatsoever (the

GC Clause 1.8 shall be read as per following

Contract Records, Accounting and Auditing

1.8.1 Contract Records

(1) Except as provided in GC Section 6.1, all, plans, programs, reports, surveys and guidelines of any kind whatsoever related to Final

18

“Contract Records”) prepared by the Operator in performing the Services shall become and remain the property of the Owner and the Operator shall deliver all Contract Records and a detailed inventory of those Contract Records to the Owner no later than the date of termination or expiration of the Contract, except in respect of such Contract Records that are required to be delivered at an earlier date.

(2) The Contract Records shall include,

(a) information of any kind whatsoever

related to the finances, revenues or expenditures of the Owner’s operations;

(b) all files, documents, plans, drawings,

specifications, notes, minutes of meetings and minutes of conversations;

(c) all the plans, programs, reports, surveys

and guidelines prepared by the Operator in carrying out the Operations Services;

(e) all manuals, reports, condition surveys,

safety records, audit records, inventories, laboratory test results, procurement records, customer information, financial information, financial statements, invoices, accounting records, subcontracts and personnel records; and

Concept & Design and Development and Operations of the project (the “Contract Records”) prepared by the Developer in performing the Development & Operations shall become and remain the property of the Authority and the Developer shall deliver all Contract Records and a detailed inventory of those Contract Records to the Authority no later than the date of termination or expiration of the Contract, except such Contract Records that are required to be delivered at an earlier date.

(2) The Contract Records shall include,

(a) all safety records, records related to species history and inventory

maintained by the Developer;

(b) all the operational manuals and guidelines and periodic reports maintained and prepared by the Developer in carrying out the Operations Services; and

1. the Final Concept & Design, whether stored in hard copy or

electronically.

2. All documents related to various equipment’s and their history

(3) The Developer shall provide the Authority with unrestricted access to the Contract Records during the term of the Contract, including the right to make and retain copies.

(4) Deleted (5) Except as provided in GC Section 6.1, the Developer acknowledges that the Authority, as owner of the Contract Records, may deal with the Contract Records in any way it determines, including making the Contract Records publicly available and making those available to prospective bidders

19

(f) the Design-Build Documents, whether stored in hard copy or electronically.

(3) The Operator shall provide the Owner with

unrestricted access to the Contract Records during the term of the Contract, including the right to make and retain copies.

(4) The Operator may retain a copy of the

Contract Records but shall not use them for purposes unrelated to this Contract without the prior approval of the Owner. This GC Section 1.8.1(4) does not in any way relieve the Operator of its obligation of confidentiality pursuant to GC Section 6.2.

(5) Except as provided in GC Section 6.1, the Operator acknowledges that the Owner, as owner of the Contract Records, may deal with the Contract Records in any way it determines, including making the Contract Records publicly available and making those available to prospective bidders who may be involved in the process to select a Subsequent Operator.

who may be involved in the process to select a Subsequent Operator.

26 GC Clause 1.8.2

1.8.2 Accounting

The Operator shall keep accurate and systematic accounts in respect of the Services and the Contract in accordance with internationally accepted accounting principles.

GC Clause 1.8.2 is revised as per following: 1.8.2 Accounting The Developer shall keep accurate and systematic books of accounts in

respect of the Project and the Contract in accordance with generally

accepted accounting principles as applicable to it.

20

1.8.3 Auditing the Operator’s Own Accounts and the Contract Records

(1) The Owner may, in its sole discretion, audit,

(a) the Operator’s own accounts, financial

information, financial statements and technical information at any reasonable time and with 24 hours’ notice to the Operator; and

(b) the Contract Records and Design-Build

Documents at any reasonable time and without notice to the Operator,

in respect of any matters related to the Contract.

(2) The Owner may complete the audit or

audits itself or may retain an independent auditor, at the Owner’s expense, to complete the audit or audits.

1.8.4 Operator’s Audited Accounts

The Operator shall submit to the Owner, no later than 90 days after the end of the Operator’s fiscal year, the annual audited accounts of its own finances for each of the Operator’s fiscal years that occur during the

1.8.3 Audit of Developer’s Accounts (1) The Authority may, at its sole discretion, audit,

a. the Estimated / Total Project Cost and actual utilization of the

same on Project Facilities, accounts documents, bills, records and other documents relating to Estimated / Total Project Cost at any reasonable time and with 7 working days’ notice to the Developer;

b. the Contract Documents at any reasonable time and with 7 days’

notice to the Developer

c. Adherence to Minimum Development Plan specified in

Development Appendix 2A by the Developer;

(2) The Authority may complete the audit or audits by itself or may retain

an independent auditor, at the Authority’s expense, to complete the audit

or audits. The Authority shall audit the Estimated /Total Project Cost as

stated in 1.8.3 (1) in a period one year from Operations Starting Date.

Developer shall submit all documents related to total Project Cost within

30 days of issuance of Development Completion Certificate.

1.8.4 Developer’s Audited Accounts

The Developer shall submit to the Authority, no later than 180 days

after the end of the Developer’s fiscal year, the annual audited financial

statements for each of the Developer’s fiscal years that occur during

the Contract Term.

21

Contract Term.

27 clause 2.1 of GCC

The Form of Contract shall be signed by the

Operator, and all the partners, if the Operator

is a joint venture company, prior to its signing

by the Owner. The Contract shall come into

force and effect on the date the Form of

Contract is signed by the Owner (the

“Effective Date”), contingent on final approval

by the Bank.

Clause shall be read as per following: The Form of Contract shall be signed by the Special Purpose Company

constituted by the Developer, prior to its signing by the Authority. The

Contract shall come into force and effect on the date the Form of

Contract is signed by the Authority which shall not be later than 60 days

from the Notification of Award (the “Effective Date”).

28 Clause 2.1.3 of GCC

2.1.3 Commencement of Services 1. Unless otherwise stated in the SCC, the Design-Build Starting Date shall be no later than 30 days after the Effective Date and the Owner shall give the Operator at least seven days prior notice of the Design-Build Starting Date. 2. The “Operations Starting Date” shall be the date of the Operational Acceptance Certificate. 2.2Design-Build Period and Operations Period The Contract Term shall be divided into two periods as follows: (a)the period commencing on the Effective Date and ending on the day immediately prior to the Operations Starting Date (the “Design-Build Period”); and

GC Clause 2.2.3 is revised as per following: 2.1.3 Commencement of Development 1. Unless otherwise stated in the SCC, the Development Starting Date shall be no later than 180 days after the Effective Date, this could be extended upon written request by the Developer giving explanation of having put reasonable efforts for clearances. The Developer has to give monthly progress report on progress of clearances. The Authority shall give the Developer at least seven days prior notice of the Development Starting Date. 2. The “Operations Starting Date” shall be the day following the date of issue of Development Completion Certificate by the Authority. 2.2 Development Period and Operations Period

The Contract Term shall be divided into two periods as follows:

(a) the period commencing on the Development Starting Date and ending on the date of issue of Development Completion Certificate (the

22

(b)the period commencing on the Operations Starting Date and ending on the End Date (the “Operations Period”), namely the date of completion of the Operation and Maintenance period of 25 years, commencing from the date of Operational Acceptance Certificate.

“Development Period”); and

(b)the period commencing on the Operations Starting Date and ending on the End Date (the “Operations Period”), namely the date of completion of the Operations period of 25 years or any extension thereto commencing from the date of issue of Development Completion Certificate

29

Clause 2.3 of GCC

Design-Build Period – Commencement, Delays and Suspension 2.3.1Commencement of the Design-Build Services The Operator shall commence the Design-Build Services no later than the Design- Build Starting Date, and shall then proceed with the Design-Build Services with due expedition and without delay. 2.3.2Time for Completion The Operator shall complete the whole of the Design-Build Services in accordance with the time for completion set out in the SCC (“Time for Completion”) for the Design-Build Services including, (a)successfully completing the Tests on Commissioning; and (b)completing all of the Design-Build Services such that the completed New Facility can be used as a fully operational New Facility in

GC Clause 2.3 is revised as per following: Development Period – Commencement, Delays and Suspension

2.3.1 Commencement of the Development

The Developer shall commence the Development no later than the

Development Starting Date, and shall then proceed with the

Development activities with due expedition and without delay.

2.3.2 Time for Completion

The Developer shall complete the whole of the Development in

accordance with the Time for Completion set out in the SCC (“Time for

Completion”) including,

(a) successfully completing the Tests on Commissioning; and

(b) completing all of the Development activities such that the completed Project Facilities can be used as fully operational in accordance with the Contract.

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accordance with the Contract.

30 GC 2.3.4 (e) (e) any default or breach of the Contract by the Owner or any activity, act or omission of any other contractors employed by the Owner; or

(e) any default or breach of the Contract by the Authority or any activity, act or omission in performance of obligations by the Authority; or

31 GC 2.3.5 (2)

Unless the Owner notifies otherwise, the Operator shall adopt the revised methods referred to in GC Section 2.3.5(2), which may require increases in, (a) the working hours or in the numbers of Operator’s Personnel, or both; or (b) Plant and Equipment, at the risk and cost of the Operator. If these revised methods cause the Owner to incur additional costs, the Operator shall, subject to GC Section 1.9, pay these costs to the Owner, in addition to delay damages, if any, under GC Section 2.3.6

GC Clause 2.3.5 (2) is revised as per following: (2)Unless the Authority notifies otherwise, the Developer shall adopt the revised methods referred to in GC Section 2.3.5(2), which may require increases in, (a) the working hours or in the numbers of Developer’s Personnel, or both; or (b) Plant and Equipment, at the risk and cost of the Developer.

32 GC 2.3.7 New insertion

GC clause no. 2.3.7 is added as per following: Tests

At least 30 (thirty) days prior to the likely completion of the Project Facilities as per the Final Concept & Design or any amendment or modification thereto, the Developer shall notify the Project Monitoring Engineer of its intent to subject the project components, complying with Minimum Development Plan, to tests including environment, safety aspects and request issuance of Development Completion Certificate. The date and time of each of the Tests shall be mutually agreed upon between

24

the Developer and Project Monitoring Engineer, and notified to the Authority who may designate its representative to witness the Tests. In the event of the Developer and the Project Monitoring Engineer failing to mutually agree on the dates for conducting the Tests, the Developer shall fix the dates by not less than 10 (ten) days’ notice to the Project Monitoring Engineer.

The Project Monitoring Engineer shall observe, monitor and review the result of the Tests to determine compliance of the project components under Minimum Development Plan with respect to environment, social, health and safety aspects and also to issue Development Completion Certificate and if it is reasonably anticipated or determined by the Project Monitoring Engineer during the course of any Test that the performance of the project components under Minimum Development Plan or any part thereof does not meet the specifications and standards for the Project, it shall have the right to suspend or delay such Test and require the Developer to remedy and rectify the defects or deficiencies. Upon completion of each Test, the Project Monitoring Engineer shall provide to the Developer and the Authority copies of all Test data including detailed test results. For the avoidance of doubt, it is expressly agreed that the Project Monitoring Engineer may require the Developer to carry out additional Tests, in accordance with Good Industry Practice, for determining the compliance of the Project Facilities with specifications and standards.

Rescheduling of Tests

If the Project Monitoring Engineer certifies to the Authority and the Developer that it is unable to issue the Development Completion Certificate because of events or circumstances on account of which the Tests could not be held or had to be suspended, the Developer shall be entitled to re-schedule the Tests and hold the same as soon as reasonably practicable.

25

33 GC 2.4.2 Services after the End Date The Operator, upon written request by the Owner no later than 60 days prior to the End Date post Operation and Maintenance period of 25 years, shall provide assistance to the Owner, at no cost to the Owner, during a transitional period of up to 60 days after the End Date (the “Transition Assistance”). The purpose of the Transition Assistance is to ensure a smooth transition between the Operator and a Subsequent Operator of the Facility. The Transition Assistance shall be related to only transition services and shall not be the full range of Services as set out in the Operations Services Appendix.

The clause shall be read as per following 2.4.2 Assistance after the End Date

The Developer, upon written request by the Authority no later than 60

days prior to the End Date, shall provide assistance to the Authority, at

the cost of Authority, during a transitional period of up to 60 days after

the End Date (the “Transition Assistance”). The purpose of the Transition

Assistance is to ensure a smooth transition between the Developer and a

Subsequent Operator of the Project Facilities. The Transition Assistance

shall be related to only transition services and shall not be the full

Operation of the Project Facilities as set out in the Final Concept &

Design. During the Transition assistance there will be joint operations by

Developer and the subsequent operator and the cost of the same shall be

met from the revenues generated from the project

34 GC 3.1 3.1 General – Services and Standards of

Performance

The Operator shall,

(a) perform the Design-Build Services set out in the Design-Build Services Appendix;

(b) perform the Operations Services set out in the Operations Services Appendix; and

(c) perform the Services in accordance with the Technical Standards set out in the

The clause is revised as per following:

3.1 General – Services

The Developer shall

1. comply with all Applicable Laws and Applicable Permits (including renewals as required) in connection with the Project.

2. discharge its obligations in accordance with Good Industry Practice and as a reasonable and prudent person.

3. at its own cost and expense, in addition to and not in derogation of its

obligations elsewhere set out in this Contract:

26

Technical Standards Appendix, (a) make, or cause to be made, necessary applications to the relevant Government Instrumentalities with such particulars and details, as may be required for obtaining all Applicable Permits and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws; (b) procure, as required, the appropriate proprietary rights, licences, agreements and permissions for materials, methods, processes and systems used or incorporated into the Project; (c) perform its payment obligations to the Authority as per the provisions of this Contract; (d) perform and fulfil its obligations under the Financing Agreements with lenders; the Financing Agreements should be entered in such a way that it does not affect any obligations to the Authority and in the event of recovery of dues Authority will have first right for recovering Rs. 52 crores Grant amount (e) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its contractors and consultants in connection with the performance of its obligations under this Contract; (f) ensure that its contractors and consultants comply with all Applicable Laws and Applicable Permits in the performance by them of any of the Developer’s obligations under this Contract; (g) not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Contract; (h) always act in a manner consistent with the provisions of this Contract and not cause or fail to do any act, deed or thing, whether intentionally or

27

otherwise, which may in any manner be violative of any of the provisions of this Contract; (i) ensure that all facilities and amenities within the Project are operated and maintained in accordance with Good Industry Practice and the users have non-discriminatory access for use of the same; (j) ensure that users are treated with due courtesy and consideration and provided with ready access to services and information; (k) procure up dation and improvement of Technology from time to time and carryout upgradation and renovation of the Project Facilities to ensure safety and reliability and /or economic value of the Project; (m) Transfer the Project Facilities to the Authority at the End Date, in accordance with the provisions thereof. Employment of trained personnel

The Developer shall ensure that the personnel engaged by it and / or its contractors and consultants in the performance of its obligations under this Contract are at all times properly trained for their respective functions.

Obligations relating to aesthetic quality of the Project

The Developer shall maintain high standard in the appearances and aesthetic quality of the Project and achieve integration of the Project with the character of the surrounding landscape through both appropriate design and sensitive management of all visible elements. The Developer shall engage professional designers for ensuring that the design of Project meets the aesthetic standards.

Safety Requirements

28

The Developer shall comply with the provisions of this Contract, Applicable Laws and Applicable Permits and conform to Good Industry Practice for securing the safety of the users. In particular, the Developer shall develop, implement and administer a surveillance and safety programme for providing a safe environment on or about the Project Facilities, and shall comply with the safety related International Standards. The Authority shall appoint an experienced and qualified firm or organization (the “Safety Consultant”) or direct the Project Monitoring Engineer for carrying out safety audit of the Project Facilities in accordance with the Safety Requirements, and shall take all other actions necessary for securing compliance with the Safety Requirements.

Expenditure on Safety Requirements

All costs and expenses arising out of or relating to safety requirements shall be borne by the Developer to the extent such costs and expenses are reasonably necessary to ensure safety of users and Project Facilities.

Safety Certification during Operations Period

The Developer, shall during the Operations Period, comply with the safety requirements for the Project and carry out the periodic testing, mock drills, etc. of its safety equipment and maintain the validity of its safety clearances as applicable from the respective statutory agencies.

35 GC 3.3 (2)The Operator, Subcontractors and any entity affiliated with the Operator or the Subcontractors, shall be disqualified, during the Contract Term from providing goods, works or services, other than the Services, with respect to,

This clause stands deleted except for sub-clause (4) which is revised to read as under: (4) The Developer and its Shareholders shall not participate in any discussions or work and shall not provide any services or advice to the Authority related to: (a) the development or review of bidding documents to retain

29

(a)the goods, works and services purchased from the Contingency Fund; and (b)the Capital Investment Program. (3)The Operator, Operator’s Personnel, Subcontractors and the employees and affiliates of the Subcontractors shall not engage, either directly or indirectly, in any business or professional activities which would conflict with the activities assigned to them under this Contract. (4)The Operator and its Shareholders shall not participate in any discussions or work and shall not provide any services or advice to the Owner related to, (a)except with respect to their responsibilities as set out in the Operations Services Appendix, institutional restructuring or reorganisation of the Owner or a utility or department of the Owner; (b)the development or review of bidding documents to retain any Subsequent Operator; or (c)the preparations for the procurement process to retain any Subsequent Operator. (5)Failure of the Operator or the Shareholders to comply with this GC Section 3.3, in addition to constituting a breach of this Contract, may result in the disqualification of the Operator and the

any Subsequent Operator; or (b) the preparations for the procurement process to retain any Subsequent Operator.

30

Shareholders from bidding in the procurement process to retain any Subsequent Operator. 3.3Plant and Equipment, Operator’s Equipment (Design-Build) and Operations Equipment (Operations) (1)Any Plant and Equipment, Operator's Equipment (Design-Build) and Operator's Equipment (Operations) that will be incorporated in or be required for the Site and Facility or the Operation Services shall have their origin as specified under GC Section 1.1 (“Country of Origin”). (2)The Operator shall prepare a list of all Operator's Equipment (Design-Build) and Operator's Equipment (Operations) (the “Operator’s Equipment Lists”). The Operator shall update the Operator’s Equipment Lists on an annual basis and shall provide the updated Operator’s Equipment Lists to the Owner no later than 30 days after the end of each of the Operator’s fiscal years during the Contract Term

36 GC 3.4 (2) (c)

(c)the extent and nature of the work, Plant and Equipment, Operator's Equipment (Design-Build) and Operator's Equipment (Operations) necessary for the execution and completion of the Services, and the remedying of any defects; and

(c) the Scope of the Project and its obligations under the Contract for Development and Operation of the Project Facilities, and the remedying of any defects; and

37 GC 3.5 (2) , (3) , (4) (5)

(2) The Operator shall give all reasonable

access to any other contractors employed by

This clause stands deleted except for sub-clause (2) which is revised to read as under: (2) The Developer shall give all reasonable access to any Agency

31

the Owner on or near the Site to carry out their

work.

(3) If the Operator makes available to

other contractors any roads or ways the

maintenance for which the Operator is

responsible, permits the use by such other

contractors of the Operator's Equipment

(Design-Build) and Operator's Equipment

(Operations), or provides any other service of

whatsoever nature for such other contractors,

the Owner shall fully compensate the Operator

for any loss or damage caused or occasioned by

such other contractors in respect of any such

use or service, and shall pay to the Operator

reasonable remuneration for the use of such

equipment or the provision of such services.

(4) The Operator shall also arrange to

perform its work so as to minimize, to the

extent possible, interference with the work of

other contractors. The Owner shall determine

the resolution of any difference or conflict that

may arise between the Operator and other

contractors and the workers of the Owner in

regard to their work.

(5) The Operator shall notify the Owner,

or staff employed by the Authority to carry out any work in the Marine Research Conservation and Information (MRCI) Centre, especially at the research space proposed to be created as part of the facility

32

as applicable, promptly of any defects in the

other contractors’ work that come to its notice,

and that could affect the performance of the

Services by the Operator. The Owner, as

applicable, shall determine the corrective

measures, if any, required to rectify the situation

after inspection of the Site and the. Decisions

made by the Owner, as applicable, shall be

binding on the Operator.

38 GC Clause 4.1

Owner’s Assistance to the Operator

GC Clause 4.1 shall be revised as per following:

Authority’s Assistance to the Developer

1) The Authority shall, undertake, comply with and perform all

its obligations set out in this Contract or arising hereunder.

2) The Authority agrees to provide support to the Developer and undertakes to observe, comply with and perform, subject to and in accordance with the provisions of this Contract and the Applicable Laws, the following:

a) upon written request from the Developer, and subject to the

Developer complying with Applicable Laws, provide all facilitation to the Developer in procuring Applicable Permits required from any Government Instrumentality for Development and Operation of the Project;

b) upon written request from the Developer, assist the

Developer in obtaining access to all necessary infrastructure facilities and utilities, including water and electricity at rates and on terms no less favourable to the Developer than those

33

generally available to commercial customers receiving substantially equivalent services;

c) Facilitate obtaining approval from the local body and

Director of Town and Country Planning (DTCP);

d) Facilitate customs duty, GST and other exemptions for the Project entitled by the Developer under Applicable Laws;

e) Facilitate all Applicable Permits relating to environmental

protection and conservation of the Site:

f) Release of Grant amount by the Authority to the Developer as per Schedule set forth in SCC, based on request made by the Developer;

g) assure as far as possible that no barriers are erected or

placed on the Site by the Authority, by any Government Instrumentality or persons claiming through or under it;

h) assist the Developer in seeking police assistance wherever

necessary during the course of the Project;

i) not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Contract; and

j) support, cooperate with and facilitate the Developer in the

Development and Operation of the Project Facilities in accordance with the provisions of this Contract.

39 GC Clause 4.3

Reviews and Approvals of Submissions GC Clause 4.3 shall be revised as follows:

34

(1) Except as otherwise provided in the Contract, if the Operator submits a plan, report or other documentation to the Owner in writing, and the Owner, is required to approve that submission, the Owner as applicable, shall review and either approve or provide written comment on the Operator’s submission no later than 30 days after the day of submission by the Operator.

(2) If the Owner as applicable fails to

approve or refuses to approve the Operator’s submission in accordance with GC Section 4.3(1), the Operator shall notify the Owner in writing that it has not received a response to its submission.

(3) If the Owner, as applicable, fails to

respond to the Operator’s written notification pursuant to GC Section 4.3(2) within 30 days after the receipt by the Owner, as applicable, of the Operator’s written notification, the Operator’s submission shall be deemed to be approved.

Reviews and Approvals of Submissions

1. Upon submission of Final Concept & Design within 120 days from Effective Date by the Developer to the Authority for approval, the Authority shall review and either approve or provide written comment to the Developer no later than 60 days after the day of submission by the Developer or the Development Starting Date whichever is later

2. If the Authority fails to approve or refuses to approve the

Developer’s submission in accordance with GC Section 4.3(1), the Developer shall notify the Authority in writing that it has not received a response to its submission.

3. If the Authority, as applicable, fails to respond to the Developer’s

written notification pursuant to GC Section 4.3(2) within 30 days after the receipt by the Authority, as applicable, of the Developer’s written notification, the Developer’s submission shall be deemed to be approved.

40 GC Clause 5.1 Grant

The Owner shall provide Grant of an agreed amount stipulated in SCC to the Operator in accordance with the Contract conditions which shall be utilized along with the Operator’s funds to meet the costs for Design-Build of the MRCI CUM OCEANARIUM within the Time

GC Clause 5.1 is revised as follows:

Grant

The Authority shall provide Grant of an agreed amount stipulated in

SCC to the Developer in accordance with the Contract conditions which

shall be utilized along with the Developer’s own funds to meet the cost

35

for Completion specified in the Contract of Project Facilities within the Time for Completion specified in the

Contract.

41 GC Clause 5.3

Liquidated Damages - Operations

The Operator shall pay the Owner liquidated damages for failure to meet Technical Standards as set out in the Operation Appendix.

GC Clause 5.3 is revised as follows: Liquidated Damages - Operations

The Developer shall pay the Authority liquidated damages for failure to meet Technical Standards (as set out in the Final Concept and Design) at the rate specified in SCC 16.

42 GC Clause 5.4.1

Performance Security (1) The Operator and, if applicable, its Parent and Shareholders shall each provide a Security for the Operator’s proper performance of the Contract to the Owner no later than the date specified in the Bidding Documents (the “Performance Security”).

GC Clause 5.4.1 is revised as follows: Performance Security (1)The Developer shall provide Securities (Contract Performance and ESHS Performance) for proper performance of the Contract to the Authority no later than the date specified in the Bidding Documents (the “Performance Security”).

43 GC Clause 5.5

Taxes and Duties Except as otherwise specifically provided in the Contract, the Operator shall bear and pay Goods and Services Tax (and other taxes, duties, levies and charges, if any) assessed on the Operator, its Subcontractors or their employees by all municipal, state or national government authorities in connection with the Services in and outside of the Country.

This Clause is revised as follows: Taxes and Duties Except as otherwise specifically provided in the Contract, the Developer shall bear and pay all the taxes, duties, levies and charges, if any assessed on the Developer by all municipal, state or national government authorities in connection with the Project in and outside of the Country.

44 GC Article 6 ARTICLE 6 – COPYRIGHT:

DESIGN-BUILD DOCUMENTS This Article is revised as follows:

36

6.1 Copyright – Design-Build Documents

(1) As between the Parties, the Operator shall retain the copyright and other intellectual property rights in the Design-Build Documents made by or on behalf of the Operator.

(2) The Operator shall be deemed, by signing the Contract, to give the Owner a non- terminable, transferable, non-exclusive, royalty-free licence to copy, use and communicate the Design-Build Documents, including making and using modifications of them. This licence shall,

(a) apply throughout the actual or intended working life, whichever is longer, of the relevant parts of the Site or Facility;

(b) entitle any person in proper possession of the relevant part of the Site or New Facility to copy, use and communicate the Design-Build Documents for the purposes of completing, managing, operating, maintaining, altering, adjusting, and repairing the Facility;

(c) in the case of Design-Build

ARTICLE 6 –TECHNOLOGY, PATENT, TRADE MARK, COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS:

6.1 Technology, Patent, Trade Mark, Copyright and other Intellectual Property Rights

1) As between the Parties, the Developer shall retain the patents,

technical know-how, trade mark, information, copyright and other

intellectual property rights on the Contract Documents, Final

Concept & Design and amendments or modifications thereto, the

Project Facilities and Project Assets. The Authority shall not be

entitled to any right or licence to copy, use or communicate any

technology, patent, technical know-how, trademark, copyright, and

/ or other intellectual property rights applied in Development and

Operation of Project Facilities.

2) On Transfer of MRCI cum Oceanarium and allied Facilities, the

Authority will have the limited right to use the technology existing

on Project Facilities as at the End Date which ensures proper

maintenance and operations of project facilities ad Developer shall

not charge any patent fee

6.2 Confidentiality

1) The Developer shall not use any documents, data and other

information received from the Authority for any purpose other than as are required for the performance of its obligations under the Contract.

2) The obligations of the Developer under GCC Sections 6.2(1) and

37

Documents which are in the form of computer programs and other software, permit their use on any computer on the Site or at the Facility and other places as envisaged by the Contract, including replacements of any computers supplied by the Operator; and

(d) entitle the Owner to make the Design-Build Documents available for inspection by a prospective bidder who may be involved in the process to select a Subsequent Operator.

(3) The Owner shall not, without the Operator’s consent, use, copy or communicate the Design-Build Documents to a Third Party by, or on behalf of, the Owner for purposes other than those permitted under GC Section 6.1(2).

6.2 Confidentiality

(1) The Operator shall keep confidential and shall not, without the written consent of the Owner, divulge to any Third Party any documents, data or other information arising directly or indirectly from the performance of Services under the Contract, whether such information has been furnished prior to, during or following termination

6.2(2), shall not apply to that information which,

a) now or hereafter enters the public domain through no fault

of the Developer;

b) can be proven to have been possessed by the Developer at

the time of disclosure and which was not previously

obtained, directly or indirectly, from the Authority; or

c) otherwise lawfully becomes available to the Developer from

a Third Party that has no obligation of confidentiality.

38

of the Contract. Notwithstanding this GC Section 6.2(1), the Operator may furnish to its Subcontractors such documents, data and other information to the extent required for the Subcontractors to perform their work under the Contract, in which event the Operator shall obtain from such Subcontractors an undertaking of confidentiality similar to that imposed on the Operator under this GC Section 6.2(1).

(2) The Operator shall not use such documents, data and other information received from the Owner for any purpose other than the Services as are required for the performance of the Contract. The Operator shall not publish, permit to be published, or disclose any particulars of the Services, Site or Facility in any trade or technical paper or advertising materials without the prior written consent of the Owner.

(3) The obligations of the Operator under GC Sections 6.2(1) and 6.2(2), shall not apply to that information which,

(a) now or hereafter enters the public domain through no fault of the Operator;

39

(b) can be proven to have been possessed by the Operator at the time of disclosure and which was not previously obtained, directly or indirectly, from the Owner; or

(c) otherwise lawfully becomes available to the Operator from a Third Party that has no obligation of confidentiality.

45 GC Article 7 ARTICLE 7 – CONTRACT

ADMINISTRATION AND SUPERVISION DURING THE DESIGN-BUILD AND NEW OPERATIONS PERIODS

7.1 General

The Parties acknowledge that two separate approaches to contract administration and supervision will be in place during the Contract Term as follows:

(a) from the Effective Date until the Operations Starting Date, the Design-Build Supervision approach will be put in place by the Owner; and

(b) from the Operations Starting Date until the End Date, the Operations Supervision approach will be put in

Article 7 is revised as follows:

ARTICLE 7 – CONTRACT MONITORING DURING THE DEVELOPMENT AND OPERATION PERIODS BY AUTHORITY

7.1 Appointment of Project Monitoring Engineer The Authority shall adopt two separate approaches to contract monitoring

during the Contract Term as follows:

(a)from the Effective Date until the Operations Starting Date, the

Development Monitoring approach will be put in place by the Authority;

and

(b)from the Operations Starting Date until the End Date, the Operations

Monitoring approach will be put in place by the Authority.

40

place by the Owner.

7.2 Design-Build Supervision

7.2.1 Supervision during the Design-Build Period

GC Section 7.2 shall apply only during the Design-Build Period.

7.2.2. Design-Build Engineer’s Duties and Authority (Design-Build Period)

(1) The Owner shall appoint the Design-Build Engineer who shall be responsible for day to day contract management and supervision during the Design-Build Period. The Design- Build Engineer’s staff shall include suitably qualified engineers and other professionals who are competent to carry out these duties.

(2) The Design-Build Engineer shall have no authority to amend the Contract.

(3) Except, as specifically provided otherwise in the Contract, the Design-Build Engineer may exercise the authority attributable to the Design-Build Engineer as specified in or necessarily to be implied from the Contract. The Owner undertakes not to

The Authority shall appoint a globally reputed project management consulting firm with proven track record in setting up, operating and maintaining Oceanarium Projects with similar or higher specification as the Project Monitoring Engineer (the “Project Monitoring Engineer”). The Authority will take into account the views of Developer prior to such appointment. The Project Monitoring Engineer shall be Authority’s Representative under the Contract during the Development Period. 7.2 Development Monitoring

7.2.1 Monitoring during the Development Period

GCC Section 7.2 shall apply only during the Development Period.

7.2.2. Project Monitoring Engineer’s Duties and Authority

(1)The Role of Project Monitoring Engineer during the Development Period is limited to the following :

a) To monitor Development of Project to ensure that the

Developer complies with the Minimum Development Plan specified in Appendix 2A

b) To ensure that Development of Project Facilities are in line

with Project Implementation Schedule / Revised Implementation Schedule, as the case may be and complies with the agreed technical standards;

c) To examine and advise the Authority for granting

extension of time for Development of Project Facilities to Developer on happening of any event specified in the Contract Documents in GC 2.3.4;

41

impose further constraints on the Design-Build Engineer’s authority, except as agreed with the Operator.

(4) If the Design-Build Engineer is obligated to obtain the approval of the Owner before exercising a specific authority, these restrictions shall be shall be set out in the SCC. If the Design-Build Engineer exercises a specified authority for which the Owner’s approval is required then, for the purposes of the Contract, the Owner shall be deemed to have given approval.

(5) Except as otherwise stated in the Contract,

(a) if the Design-Build Engineer carries out duties or exercises authority, specified in or implied by the Contract, the Design-Build Engineer shall be deemed to act for the Owner;

(b) the Design-Build Engineer has no authority to relieve any Party of any duties, obligations or responsibilities under the Contract; and

(c) any approval, check, certificate, consent, examination, inspection, instruction, notice, proposal, request, test or similar act by the Design-Build

d) To monitor Tests on completion of Development of

Project Facilities for commissioning of Project;

e) To assist the Authority in issuing Development Completion Certificate on satisfactory completion of Tests by the Developer;

f) To carry out Safety Audit of Project Facilities as and when

required by the Authority;

g) To ensure that international safety standards and environmental aspects included in Final Concept & Design are followed and the Project Facilities are safe for use by the Public;

h) To furnish to the Authority a monthly report on progress

of Development within 10 days of close of each month;

i) To give such other information as may be required by the Authority from time to time;

j) To ensure that Environmental, Social, Health & Safety

(ESHS) Management Strategies and Implementation Plans and Code of Conduct are adopted by the Developer on the Project;

k) To inspect the Project Facilities at least once in a quarter,

make report of such inspection (the “Inspection Report”) and send the same to the Authority and Developer within 7 (seven) days of such inspection;

l) To submit copies of communication exchanged with the

42

Engineer, including absence of disapproval, shall not relieve the Operator from any responsibility it has under the Contract, including responsibility for errors, omissions, discrepancies and non- compliances.

7.2.3 Delegation by the Design-Build Engineer

(1) The Design-Build Engineer may from time to time assign duties and delegate authority to assistants, and may also revoke such assignment or delegation. These assistants may include a resident engineer, or independent inspectors appointed to inspect or test items of Plant or Equipment. The assignment, delegation or revocation shall be in writing and shall not take effect until copies have been received by both Parties. Unless otherwise agreed by both Parties, the Design-Build Engineer shall not delegate the authority to determine any matter in accordance with GC Section 7.2.6.

(2) Assistants shall be suitably qualified persons, who are competent to carry out these duties and exercise this authority, and who are fluent in the language for communications defined in GC Section 1.3.1.

Developer and vice versa to the Authority forthwith.

m) To perform any other function which is required to be performed by the Project Monitoring Engineer under the Contract Documents

(2)The Project Monitoring Engineer shall have no authority to amend the Contract.

(3)The remuneration, cost and expenses of Project Monitoring Engineer shall be borne by the Authority.

(4)If the Project Monitoring Engineer is obligated to obtain the approval of the Authority before exercising a specific authority, these restrictions shall be set out in the SCC. If the Project Monitoring Engineer exercises a specified authority for which the Authority’s approval is required then, for the purposes of the Contract, the Authority shall be deemed to have given approval.

(5)Except as otherwise stated in the Contract

(a)if the Project Monitoring Engineer carries out duties or exercises

authority, specified in or implied by the Contract, the Project Monitoring

Engineer shall be deemed to act for the Authority;

7.2.3 Deleted

7.2.4 Deleted

7.2.5 Replacement of the Project Monitoring Engineer

If the Authority intends to replace the Project Monitoring Engineer,

43

(3) Each assistant, to whom duties have been assigned or authority has been delegated, shall only be authorized to issue instructions to the Operator to the extent defined by the delegation. Any approval, check, certificate, consent, examination, inspection, instruction, notice, proposal, request, test, or similar act by an assistant, in accordance with the delegation, shall have the same effect as though the act had been an act of the Design-Build Engineer. However,

(a) any failure to disapprove any work or Plant and Equipment shall not constitute approval, and shall therefore not prejudice the right of the Design-Build Engineer to reject the work or the Plant and Equipment; and

(b) if the Operator questions any determination or instruction of an assistant, the Operator may refer the matter to the Design-Build Engineer, who shall promptly confirm, reverse or vary the determination or instruction.

7.2.4 Instructions of the Design-Build Engineer

the Authority shall, not less than 42 days before the intended date of

replacement, give notice to the Developer of the name, address and

relevant experience of the intended replacement Project Monitoring

Engineer. The Authority shall not replace the Project Monitoring

Engineer with a person against whom the Developer raises reasonable

objection by notice to the Authority, with supporting particulars.

7.2.6 Determinations by the Project Monitoring Engineer (1)Whenever the Contract specifically provides that the Project Monitoring Engineer shall proceed in accordance with this GCC Section 7.2.6 to agree or determine any matter within its scope covered under GCC Section 7.2.2(1) , the Project Monitoring Engineer shall consult with each Party in an endeavour to reach agreement. If agreement is not achieved, the Project Monitoring Engineer shall make a fair determination in accordance with the Contract, taking due regard of all relevant circumstances.

(2) The Project Monitoring Engineer shall give notice to the Parties of each agreement or determination, with supporting particulars. Each Party shall give effect to each agreement or determination unless and until revised under GCC Section 1.9.

7.3 Operations Monitoring

i. 7.3.1 Monitoring during the Operations Period

This GCC Section 7.3 shall apply only during the Operations Period

and the period of time immediately after the End Date solely for the

purpose of resolving transition issues and any outstanding issues arising

during the Operations Period.

The role of Authority’s Representative during the Operations

44

(1) The Design-Build Engineer may issue to the Operator, at any time during the Design-Build Period, instructions which may be necessary for the execution of the Design-Build Services and the remedying of any defects, all in accordance with the Contract. The Operator shall only take instructions from the Design-Build Engineer, or from an assistant to whom the appropriate authority has been delegated under GC Section 7.2.3. If an instruction constitutes a Change, GC Section 10.1 shall apply.

(2) The Operator shall comply with the instructions given by the Design-Build Engineer or delegated assistant, on any matter related to the Contract. These instructions shall be given in writing.

7.2.5 Replacement of the Design-Build Engineer

If the Owner intends to replace the Design-Build Engineer, the Owner shall, not less than 42 days before the intended date of replacement, give notice to the Operator of the name,

Period is limited to the following: a) To monitor the Developer continues to comply with

Minimum Development Plan specified in Appendix 2A;

b) To ensure that international safety standards and environmental aspects included in Final Concept & Design and any amendment or modification thereto are followed and the Project Facilities are safe for use by the Public; and

c) To ensure that Environmental, Social, Health & Safety

(ESHS) Management Strategies and Implementation Plans and Code of Conduct are adopted by the Developer on the Project.

d) Monitoring compliance with any standards applicable for

operation of the Facility or adherence to operations manual

45

address and relevant experience of the intended replacement Design-Build Engineer. The Owner shall not replace the Design-Build Engineer with a person against whom the Operator raises reasonable objection by notice to the Owner, with supporting particulars.

7.2.6 Determinations by the Design-Build Engineer

(1) Whenever the Contract provides that the Design-Build Engineer shall proceed in accordance with this GC Section 7.2.6 to agree or determine any matter, the Design-Build Engineer shall consult with each Party in an endeavour to reach agreement. If agreement is not achieved, the Design-Build Engineer shall make a fair determination in accordance with the Contract, taking due regard of all relevant circumstances.

(2) The Design-Build Engineer shall give notice to the Parties of each agreement or determination, with supporting particulars. Each Party shall give effect to each agreement or determination unless and until revised under GC Section 1.9.

7.3 Operations Supervision

46

7.3.1 Supervision during the New Operations Period

This GC Section 7.3 shall apply only during the New Operations Period and the period of time immediately after the End Date solely for the purpose of resolving transition issues and any outstanding issues arising during the New Operations Period.

7.3.2 The Owner shall appoint its Representative for supervision of the “Operations’ (Operations Engineer) during the O & M period of 25 years in accordance with SCC clause 8.1.1 (1) (b).

46 GC Clause 9.11

Functional Guarantees (1)The Operator guarantees that during the Tests and Inspection set out in DBSA Article 5, the Facility and all parts thereof shall attain the Functional Guarantees as required. (2)If, for reasons attributable to the Operator, the minimum level of the Functional Guarantees are not met either in whole or in part, the Operator shall at its cost and expense make any such changes, modifications or additions to the New Facility or any part thereof as may be necessary to meet at least the minimum level of the Functional Guarantees. The Operator shall notify the Owner upon completion of the


47

necessary changes, modifications or additions, and shall request the Owner to repeat the applicable Tests and Inspection until the minimum level of the Functional Guarantees has been met. If the Operator eventually fails to meet the minimum level of Functional Guarantees, the Owner may consider termination of the Contract, pursuant to GC Section 11.2.3. (3)If, for any reasons attributable to the Operator, the Functional Guarantees are not attained either in whole or in part, but the minimum level of the Functional Guarantees is met, the Operator shall, at the Operator’s option, either (a)make such changes, modifications or additions to the New Facility or any part thereof that are necessary to attain the Functional Guarantees at its cost and expense, and shall request the Owner to repeat the Tests and Inspection; or (b)pay liquidated damages to the Owner in respect of the failure to meet the Functional Guarantees in accordance with the provisions of the Liquidated Damages. The payment of liquidated damages under GC Section 9.12(3) up to the limitation of liability specified in the SCC, shall completely satisfy the Operator’s guarantees under GC Section 9.12(3), and the Operator shall have no further liability whatsoever to the Owner in respect thereof.

48

47 GC Clause 10.1

10.1Change to the Design-Build Services (1)The Owner shall have the right to propose, and subsequently require, that the Design-Build Engineer order the Operator from time to time during the performance of the Contract to make any change, modification, addition or deletion to, in or from the Design-Build Services (the “Change”), provided that such Change falls within the general scope of the Design-Build Services and does not constitute unrelated work and that it is technically practicable, taking into account both the state of advancement of the Design-Build Services and the technical compatibility of the Change envisaged with the nature of the Design- Build Services as specified in the Contract. (2)The Operator may from time to time during its performance of the Contract propose to the Owner, with a copy to the Design-Build Engineer, any Change that the Operator considers necessary or desirable to improve the quality, efficiency or safety of the Design-Build Services. The Owner may at its discretion approve or reject any Change proposed by the Operator. (3)Notwithstanding GC Section 10.1.1(1) and 10.1.1(2), no change made necessary because of any default of the Operator in the performance of its obligations under the Contract shall be deemed to be a Change, and such change shall

This Clause is revised as follows: 10.1 Change to the Development (1)The Developer at its sole discretion may add or modify or innovate

project features and facilities from time to time as per advancements available internationally and to achieve commercial viability of the Project. Provided that the Developer shall ensure that such addition or modification or innovation, shall comply with the Minimum Development Plan stated in Development Appendix. In case due to improvisation / innovation in the Project technology, there is a material deviation from the Minimum Development Plan or area under Minimum Development Plan, the Project Monitoring Engineer shall be informed who shall check the adherence to environment and safety aspects and as per Applicable Laws. Developer shall take the approval of the Authority before making any such change. For the avoidance of doubt, if any modification to Project has a material effect on the safety of users/ assets, the same shall be subject to safety related certification in accordance with Applicable Laws and the procedure. For the avoidance of doubt, all modifications made hereunder shall comply with the Minimum Development Plan, Specifications and Standards prescribed in Final Concept & Design, Applicable Laws and the provisions of this Contract.

(2) Notwithstanding GCC Section 10.1.1(1) and 10.1.1(2), no change made

necessary because of any default of the Developer in the performance of its obligations under the Contract shall be deemed to be a Change, and such change shall not result in any adjustment of the Time for Completion.

10.2 Change in the Grant amount

49

not result in any adjustment of the Time for Completion. 10.2Change in the Grant amount The Operator shall make no claim whatsoever for any adjustment in the agreed Grant amount during the Contract Period.

The Developer shall have no claim whatsoever for any adjustment in the

agreed Grant amount during the Contract Period.

48 GC Clause 11.1.1 (1)

11.1.1Suspension by the Owner (1) The Owner may request the Design-Build Engineer, as applicable, by notice to the Operator, to order the Operator to suspend performance of any or all of its obligations under the Contract. Such notice shall specify the obligation of which performance is to be suspended, the effective date of the suspension and the reasons therefore. The Operator shall thereupon suspend performance of such obligation, except those obligations necessary for the care or preservation of the Site or New Facility, until ordered in writing to resume such performance by the Design-Build Engineer as applicable.

This Clause shall be revised as follows: 11.1.1 Suspension by Authority

(1) The Authority may request the Project Monitoring Engineer, as

applicable, by notice to the Developer, to order the Developer to suspend performance of any or all of its obligations under the Contract for reasons to be stated in the notice which may include breach or non-compliance with Environmental, Social, Health & Safety (ESHS) Management Strategies and Implementation Plans. Such notice shall specify the obligation of which performance is to be suspended, the effective date of the suspension and the reasons therefor. The Developer where agreeing with such notice, shall thereupon suspend performance of such obligation, except those obligations necessary for the care or preservation of the Site or Project Facilities, until ordered in writing to resume such performance by the Authority.

Upon the Developer having cured the default within a period not exceeding 90 (ninety) days from the date of Notice of Suspension, the Authority shall revoke the Suspension forthwith and restore all rights of the Developer under this Contract.

50

49 GC Clause 11.1.2

11.1.2 Suspension by the Operator (1)If, the Owner has, (a)failed to pay the Operator any sum due under the Contract within the period specified in the Contract; (b)failed to approve any invoice or supporting documents without just cause under the Contract; or (c)has committed a substantial breach of the Contract, the Operator may give a notice to the Owner that requires payment of such sum, with interest thereon as stipulated in GC Section 5.2(3) requires approval of an invoice or supporting documents, or specifies a breach & requires the Owner to remedy the same, as the case may be. (2)If the Owner fails to pay the sums required by the Operator in accordance with GC Section 11.1.2(1) or fails to remedy the breach or take

This Clause is revised as follows:

11.1.2 Suspension by the Developer (1)If, the Authority has, (a)failed to pay the Developer all or any instalment of the Grant due under the Contract within the period specified in the Contract;

; or

(b)has committed a substantial breach of the Contract, the Developer may give a notice to the Authority that requires payment of

such Grant, with interest thereon as stipulated in GCC Section 5.2(3) or

specifies a breach & requires the Authority to remedy the same, as the case

may be.

(2)If the Authority fails to pay the Grant required by the Developer in accordance with GCC Section 11.1.2(1) or fails to remedy the breach or

51

steps to remedy the breach no later than 14 days after receipt of the Operator’s notice, then the Operator may, upon giving 14 days’ notice to the Owner, suspend performance of all or any of its obligations under the Contract, or, in the case of the Design-Build Services, reduce the Operator’s rate of progress. (3)If the Operator is unable to carry out any of its obligations under the Contract for any reason attributable to the Owner, including the Owner’s failure to provide possession of or permission to access to the Site or other areas in accordance with GC Section 4.2, then the Operator may, upon giving 14 days’ notice to the Owner, suspend performance of all or any of its obligations under the Contract, or, in the case of the Design-Build Services, reduce the Operator’s rate of progress. (4)If the Operator’s performance of its obligations is suspended or the rate of progress is reduced pursuant to this GC Section 11.1.2, then the Time for Completion shall be extended in accordance with GC Section 2.3.4. (5)During the period of suspension, the Operator shall not remove from the Site or New Facility any Plant and Equipment, Operator's Equipment (Design-Build), Operator's Equipment (Operations), or any part of the New Facility,

take steps to remedy the breach no later than 14 days after receipt of the Developer’s notice, then the Developer may, upon giving 14 days’ notice to the Authority, suspend performance of all or any of its obligations under the Contract, or, in the case of the Development, reduce the Developer’s rate of progress. (3)If the Developer is unable to carry out any of its obligations under the Contract for any reason attributable to the Authority, including the Authority’s failure to provide possession of or permission to access to the Site or other areas in accordance with GCC Section 4.2, then the Developer may, upon giving 14 days’ notice to the Authority, suspend performance of all or any of its obligations under the Contract, or, in the case of the Development, reduce the Developer’s rate of progress. (4)If the Developer’s performance of its obligations is suspended or the rate of progress is reduced pursuant to this GCC Section 11.1.2, then the Time for Completion shall be extended in accordance with GCC Section 2.3.4.

52

without the prior written consent of the Owner.

50 GC Clause 11.2.4

11.2.4 Payment upon Termination for Operator’s Default (1)If the Contract is terminated pursuant to GC Section 11.2.3 and, subject to GC Section 11.2.4(2), the Operator shall not be entitled for any payment, (2)If the Owner completes the Facility pursuant to GC Section 11.2.3(4), the cost of completing the Facility by the Owner shall be determined, and, if the sum that the Operator is entitled to be paid, pursuant to GC Section 11.2.4(1), plus the reasonable costs incurred by the Owner in completing the Facility, exceeds the Contract Price, the Operator shall be liable for such excess as follows; (a)if such excess is greater than the sums due the Operator under GC Section 11.2.4(1), the Operator shall pay the balance to the Owner; or (b)if such excess is less than the sums due the Operator under GC Section 11.2.4(1), the Owner shall pay the balance to the Operator. (3)The Parties shall agree in writing on the computation described in GC Section 11.2.4(2) and the manner in which any sums shall be paid.

This Clause is revised as follows: 11.2.4 Payment upon Termination for Developer’s Default (1)If the Contract is terminated pursuant to GCC Section 11.2.3

and, the Developer shall not be entitled for any payment, except

for the payments determined in accordance with GC 11.2.3 (4).

51 GC Clause 11.2.5 (1)

11.2.5 Termination by Operator (1)If,

This Clause is revised as follows:

11.2.5Termination by Developer

53

(a) the Owner has,

(i)failed to pay the Operator any sum due under the Contract within the specified period, has failed to approve any invoice or supporting documents without just cause pursuant to the corresponding Terms and Procedures of Payment Appendix, or commits a substantial breach of the Contract, the Operator may give a notice to the Owner that requires payment of such sum, with interest thereon as stipulated in GC Section 5.2(3), requires approval of such invoice or supporting documents, or specifies the breach and requires the Owner to remedy the same, as the case may be; and

(ii)failed to pay such sum together with such interest, failed to approve such invoice or supporting documents or give its reasons for withholding such approval, failed to remedy the breach or take steps to remedy the breach no later than 14 days after receipt of the Operator’s notice; or

(b) the Operator is unable to carry out

(1)If, (a)the Authority has,

(i)failed to release all or any instalment(s) of Grant to the Developer under the Contract within the specified period, or failed to give uninterrupted and unobstructed possession of the land required for the Project free from all encumbrances & charges or commits a material default in complying with any of the provisions of this Contract and such default has a Material Adverse Effect on the Developer , or the Authority repudiates this Contract or otherwise takes any action that amounts to or manifests an irrevocable intention not to be bound by this Contract the Developer may give a notice to the Authority that requires payment of such sum, , or specifies the breach and requires the Authority to remedy the same, as the case may be; and

(ii)failed to release such Grant, failed to remedy the breach or take steps to remedy the breach no later than 30 days after receipt of the Developer’s notice; or

(b)the Developer is unable to carry out any of its obligations under the Contract for any reason attributable to the Authority, including the Authority’s failure to provide possession of or access to the Site or other areas,

then the Developer may give a notice to the Authority, duly

listing the Authority’s failure therein, and if the Authority fails to

pay the outstanding sum, or to remedy the breach no later than

30 days after receipt of such notice, or if the Developer is unable

to carry out any of its obligations under the Contract for any

54

any of its obligations under the Contract for any reason attributable to the Owner, including the Owner’s failure to provide possession of or access to the Site or other areas,

then the Operator may give a notice to the Owner thereof, and if the Owner has failed to pay the outstanding sum, to approve the invoice or supporting documents, to give its reasons for withholding such approval, or to remedy the breach no later than 30 days after receipt of such notice, or if the Operator is still unable to carry out any of its obligations under the Contract for any reason attributable to the Owner no later than 30 days after receipt of the notice, the Operator may, by a further notice to the Owner referring to this GC Section 11.2.5(1), forthwith terminate the Contract.

reason attributable to the Authority no later than 30 days after

receipt of the notice, the Developer may, by a further notice to

the Authority referring to this GCC Section 11.2.5(1), forthwith

terminate the Contract.

52 GCC Clause 11.2.6

Payment upon Termination by Operator If the Contract is terminated under GC Sections 11.2.5(1) or 11.2.5(2), the Owner shall pay to the Operator all payments specified in GC Section 11.2.2(1),.


53 SCC 1.6.2 (3)

Arbitration All disputes arising in connection with this contract shall be finally settled under the arbitration rules of the United Nations Commission on International Trade Law

This Clause is revised as follows: Arbitration All disputes arising in connection with this contract shall be finally settled

under the arbitration rules of the United Nations Commission on

55

(UNICITRAL) by one or more arbitrators appointed in accordance with the rules. However, if the contract is with the domestic Operator, arbitration shall be conducted in accordance with the Arbitration & Conciliation Act 1996.

International Trade Law (UNICITRAL) by one or more arbitrators

appointed in accordance with the rules. However, if the Contract is with the

domestic Developer, arbitration shall be conducted in accordance with the

Arbitration & Conciliation Act, 1996 and any amendments thereto. The

place of Arbitration shall be Ahmedabad, India in case of domestic

Developer, or a neutral venue agreed by the two parties in case the

developer is a foreign entity. The proceedings shall be conducted in English

language and the award shall be final and binding on the Parties.

54 Clause 5.2 of SCC

S.N Milestone Instalment of Grant to be disbursed

1 On submission of Bank Guarantee after signing of the Contract agreement

5% of the total Estimated Project Cost subject to a maximum amount of INR 150 million.

For this purpose, Estimated Project Cost = Investment proposed in the Operator’s Bid from its own resources + Grant amount to be

S.N Milestone Installment of Grant to be disbursed

56

provided by the Owner (INR 520 million).

Advance payment will be made in proportionate amounts of the currencies in which the Estimated Project Cost is denominated.

The total amount of the Advance Payment expressed in equivalent INR (at the time of payment) will be counted towards the payable Grant amount of INR 520 million.

However, if

On submission of Bank Guarantee after signing of the Contract agreement

Advance payment of 10% of the Total Estimated Project Cost subject to a maximum amount of INR 300 million. For this purpose, Total Estimated Project Cost = Total Investment proposed by the Developer using its own funds/resources + Grant amount to be provided by the Authority (INR 520 million).

Advance payment will be made in proportionate amounts of the currencies in which the Total Estimated Project Cost is denominated.

The total amount of the Advance Payment expressed in equivalent INR (at the time of payment) will be counted towards the payable Grant amount of INR 520 million. However, if the Developer has opted in its Bid in reference to ITB 3.12 (b) to receive the entire Advance payment in INR, the Authority will make payment accordingly following the provisions of ITB 5.4.

2 Final Design & Concept – covering details of land

5% of the Total Estimated Project Cost subject to a maximum amount of INR 150 million

57

the Operator has opted in its Bid in reference to ITB 3.12 (b) to receive the entire Advance payment in INR, the Owner will make payment accordingly following the provisions of ITB 5.4.

2 On submission of Bank Guarantee after Environment Impact Assessment, Coastal Regulation Zone [CRZ] and Environment Clearance in accordance

5% of the total Estimated Project Cost subject to a maximum amount of INR 150 million. Rest of the details appearing in the preceding entry at SN 1 shall apply.

utilisation with GA drawings and layout for MRCI CUM OCEANARIUM Plan comprising the Minimum Development Plan, method for animal procurement, Design & Construction schedule, Performance milestones etc. And Completion and approval of detail engineering designs and construction drawing with technical details. It shall also include details required for compliance with applicable Laws/Rules/Regulations for protection of environment, public health and safety, and the applicable parts of the Environment Management Plan the project

3 After Environment Impact Assessment, Coastal Regulation Zone [CRZ] and Environment Clearance

Balance Grant Amount

58

with Section 6.1, of Appendix 2A.

3 Inception Report – covering details of land utilisation with GA drawings and layout for MRCI CUM OCEANARIUM Plan, method for animal procurement, Design & Construction schedule, Performance milestones etc. And Completio

10% of Grant amount in INR

59

n and approval of detail engineering designs and construction drawing with technical details. It shall also include details required for compliance with applicable Laws/Rules/Regulations for protection of environment, public health and safety, and the applicable parts of the Environment Management Plan the project

4 Completion of the 10% of civil structures (Progress to be measured on the basis of milestones identified in the accepted Inception

10% of Grant amount in INR

60

Report)

5 Completion of the 30% of civil structures (Progress to be measured on the basis of milestones identified in the accepted Inception Report referred to in SN 3 of this Table)

Balance Grant amount in INR

55 SCC Para 16

Existing Heading: Clause 5.4 – Liquidated Damages Operations

The Heading is revised to read as “Clause 5.3 – Liquidated Damages Operations”

56 SCC Para 17 - GC Clause 5.4.1 (2)(a) Clause 5.4.1 (2)(a)

(a) Performance Security for Contract Performance – Bank Guarantee: in the amount of 8 (Eight) percent of the Estimated Project Cost (including Grant from the Owner) denominated in the types and proportions of the currencies in which the Estimated Project Cost Price is expressed in the Operator’s Bid, or in a freely convertible

(a) Performance Security for Contract Performance – Bank Guarantee: in the amount of 3 (Three) percent of the Total Estimated Project Cost (including Grant from the Authority) denominated in the types and proportions of the currencies in which the Total Estimated Project Cost is expressed in the Developer’s Bid, or in a freely convertible currency acceptable to the Authority.

For this purpose, Total Estimated Project Cost = Total investment proposed by the Developer using its own funds/resources + Grant

61

currency acceptable to the Owner.

amount to be provided by the Authority.

57 SCC 9.6.1 9.6.1 General Requirements for Insurances The Operator shall insure the exhibit animals, its employees and staff and visitors as detailed below, as well as the building infrastructure and facility including electro-mechanical instruments to cover all natural and manmade risks all through the contract period. The terms of insurance will be subject to approval from the Owner. The Insurance cover under this clause shall be as under and entire insurance premium/charges shall be borne by the Operator. 1. Loss of human life – Rs. Twenty five Lacs per casualty 2. Permanent Disability of human beings - Rs. Fifteen Lacs per casualty. 3. Human Body Injury not resulting into permanent disability -Rs. Five Lacs Unless otherwise stated elsewhere in the Contract, the insurances specified in this Sub-Clause: (a) shall be effected and maintained by the Operator as insuring Party,

This Clause is revised as under: 9.6.1General Requirements for Insurances

The Developer shall insure the exhibit animals (where the Developer

considers it practical to do so), its employees and staff and visitors as

detailed below, as well as the building infrastructure and facility including

electro-mechanical instruments to cover all natural and manmade risks all

through the Contract Period. The nature and quantum of insurances will be

decided by the Developer in concurrence with the Authority.

Unless otherwise stated elsewhere in the Contract, the insurances specified in this Sub-Clause:

shall be effected and maintained by the Developer as insuring Party,

shall be in the joint names of the Parties,

shall be extended to cover liability for all loss and damage to the Authority’s land (except things insured under Sub-Clause 9.6.4) arising out of the Developer’s performance of the Contract,

62

(b) shall be in the joint names of the Parties, (c) shall be extended to cover liability for all loss and damage to the Owner’s property (except things insured under Sub-Clause 9.6.4) arising out of the Operator’s performance of the Contract,

58 SCC Clause 23

Profit Sharing The Operator shall share with the Owner a proportion of the Profit (before tax) from the operation of the MRCI CUM OCEANARIUM and allied facilities - each year after completion of five years of operation during the remaining Operations period - and the said proportion shall be determined as under: Share of Profit before Tax to be paid to the Owner = Grant provided by the Owner ÷ Total Project Investment actually made by the Operator (as determined by the Owner in INR) for construction of the MRCI CUM OCEANARIUM and allied facilities – [using its own funds/resources and the Grant provided by the Owner] In the event loss is incurred by the Operator in any year of the operation of the MRCI CUM OCEANARIUM, it shall not pass on such loss to the Owner either directly or through set off against profits in the subsequent year(s) or any other ‘dues’ payable to the Owner.

This Clause is revised as follows: Profit Sharing

The Developer shall share with the Authority a proportion of the Profit (before Tax) from the Operation of the MRCI CUM OCEANARIUM and allied Facilities - each year after completion of five years of operation during the remaining Operations Period - and the said proportion shall be determined as under:

Share of Profit before Tax to be paid to the Authority = Profit (before Tax) from the operation of the MRCI CUM OCEANARIUM and allied Facilities x Grant provided by the Authority ÷ Total Project Investment actually made by the Developer for Development of the MRCI CUM OCEANARIUM and allied Facilities [using its own funds/resources]

In the event loss is incurred by the Developer in any year of operation of

the MRCI CUM OCEANARIUM and allied Facilities, it shall not pass on

such loss to the Authority either directly or through set off against profits

in the subsequent year(s) or any other ‘dues’ payable to the Authority.

For the purpose of this Clause the Developer shall, on completion of the

MRCI CUM OCEANARIUM and allied Facilities, submit promptly details

63

For the purpose of this Clause the Operator shall, on completion of the MRCI CUM OCEANARIUM and allied facilities, submit details of the total Project Investment actually made by it in various currencies for construction of the MRCI CUM OCEANARIUM and allied facilities from its own funds/resources and the Grant provided by the Owner - for verification by the Auditor appointed by the Owner. Similarly, all relevant records which will enable Auditor to verify figures of Profit earned from the operation of the MRCI CUM OCEANARIUM and allied facilities will be submitted by the Operator yearly or at a frequency advised by the Owner for verification by the Owner’s Auditor. For the purpose of this Clause, Total Project Investment in INR will be determined by the Owner based on the verified figures of expenditure(s) incurred in various currencies by converting them into INR using the B. C. Selling Exchange rate as on the respective dates of payments made by the Operator for inputs to the Facility, as published/declared by State Bank of India – main Branch at Ahmedabad/Gandhinagar. The Total Project Investment determined by the Owner in INR and the verified figures of annual profits will be the basis for determining the share of Profit before Tax to payable to the Owner. Pending verification of the figures of Profit by the Owner’s Auditor on yearly basis, the Operator shall pay Profit for each quarter on provisional basis within 30 days of the completion of the quarter; such provisional

of the total Project Investment actually made by it in various currencies for

construction/development of the MRCI CUM OCEANARIUM and allied

Facilities from its own funds/resources and the Grant provided by the

Authority and any other documents as required by Authorities auditor- for

verification by a Practicing Chartered Accountant appointed by the

Authority.

The copies of audited financial statements comprising balance sheet,

statement of profit and loss, cash flow statement along with schedules,

notes and reports of Directors and Statutory Auditors thereon (“Audited

Financial Statements”), duly approved and adopted by the Developer shall

be furnished to the Authority within 180 days of close of each accounting

year to which they pertain

For the purpose of this Clause, Total Project Investment in INR will be

determined by the Authority based on the verified figures of

expenditure(s) incurred in various currencies by converting them into INR

using the B. C. Selling Exchange rate as on the respective dates of

payments made by the Developer for inputs to the Project Facilities, as

published/declared by State Bank of India – main Branch at

Ahmedabad/Gandhinagar.

The Total Project Investment determined by the Authority in INR and the

figures of annual profits declared by the Developer will be the basis for

determining the share of Profit before Tax payable to the Authority.

The share of Profit (before tax) shall be paid to the Authority within 30

days of submission of Audited Financial Statements and the reported

Profit (before Tax) figure in the Audited Financial Statements shall be the

base for arriving at the share of Profit (before tax). In case of delay in

64

amount of Profit shall be determined by the Operator each quarter following the methodology agreed with the Owner at the time of signing of the Contract Agreement. Provisional amounts of quarterly profits thus paid by the Operator shall be adjusted towards the Owner’s share of annual Profit before Tax determined after verification by the Owner’s Auditor in the manner stipulated above.

payment within the prescribed period, the Developer shall pay interest on

the said share of profit for the period of delay at the prime lending rate of

State Bank of India prevailing at that time + 2%.

59 SCC Clause 24

24. Transfer of MRCI CUM OCEANARIUM and Allied Facilities to Owner At the end of the Operations Period of 25 years, MRCI CUM OCEANARIUM and allied facilities will be transferred by the Operator to the Owner without any compensation for the funds and resources invested by the Operator during design-build and Operations periods, duly ensuring compliance with the requirements specified in Article 6 of Appendix 2B – Operations Services Appendix.

Clause shall be read as per follow Transfer of MRCI CUM OCEANARIUM and Allied Facilities to Authority

At the end of the Operations Period of 25 years, MRCI CUM

OCEANARIUM and allied facilities will be transferred by the Developer to

the Authority without any compensation for the funds and resources

invested by the Developer during Development and Operations periods,

subject to the following:

(a) The facility with all its equipment shall be in good working

condition.

(b) In case of major repairs /replacement of equipment, the performance guarantee for such unit/equipment shall be extended by six months from the date of putting back into satisfactory operation of such unit/equipment, in case such putting back is at the end of completion of operations period.

(c) All records of operation & maintenance shall be handed over to the Authority in proper condition.

(d) The Project Monitoring Engineer shall carry out Inspection of the facility viz: Exhibit health, safety and behaviour, internal display and interpretation facilities, life support systems, relevant technology, Civil units, Mechanical

65

units/equipment, Electrical units/equipment, instruments, & all other Major & minor units/machines has to be carried out & the defects and unsatisfactory working performances of the equipment/ machines shall be made good and operationalised by the Developer at his own cost.

(e) The Developer shall repaint/refinish the facility including all civil structures, mechanical, electrical equipment/ units /structures as per relevant specifications.

(f) In case taking over is delayed on account of Developer's failure, the operation & maintenance period will be extended further till it meets the requirement without any extra cost to Authority.

60 SCC Clause 25

ESHS Management Strategies and Implementation Plans The Operator shall not commence Design-Build Services, including mobilization and/or pre- construction activities unless the Design-Build Engineer is satisfied that appropriate measures are in place to address environmental, social, health and safety risks and impacts. At a minimum, the Operator shall apply the Management Strategies and Implementation Plans and Code of Conduct, submitted as part of the Bid and agreed as part of the Contract. The Operator shall submit, on a continuing basis, for the Design-Build Engineer’s prior approval, such supplementary Management Strategies and Implementation Plans as are necessary to manage the ESHS risks and impacts of ongoing works. These Management Strategies and Implementation Plans collectively comprise the Operator’s Environmental and Social Management Plan (O-ESMP). The O-ESMP shall be approved prior to the commencement of construction activities (e.g.

This Clause is revised as follows: ESHS Management Strategies and Implementation Plans

The Developer shall not commence Development, including mobilization

and/or pre- construction activities unless the Project Monitoring Engineer

is satisfied that appropriate measures are in place to address

environmental, social, health and safety risks and impacts. At a minimum,

the Developer shall apply the Management Strategies and Implementation

Plans and Code of Conduct, submitted as part of the Final Concept &

Design and agreed as part of the Contract.. These Management Strategies

and Implementation Plans and Code of Conduct collectively comprise the

Developer’s Environmental and Social Management Plan (D-ESMP). The

D- ESMP shall be reviewed, periodically (but not less than every six (6)

months, and updated in a timely manner, as required, by the Developer to

ensure that it contains measures appropriate to address environmental,

social, health and safety risks and impacts on the users and the Project..

The updated D-ESMP shall be subject to prior approval by the Project

66

excavation, earth works, bridge and structure works, stream and road diversions, quarrying or extraction of materials, concrete batching and asphalt manufacture). The approved O-ESMP shall be reviewed, periodically (but not less than every six (6) months, and updated in a timely manner, as required, by the Operator to ensure that it contains measures appropriate to the Works activities to be undertaken. The updated O-ESMP shall be subject to prior approval by the Design-Build Engineer. These provisions shall also apply to the Operations Services during the Operations Period

Monitoring Engineer.

These provisions shall also apply during the Operations Period with such modifications as may be decided by the Developer and approved by Authority on recommendation Project Monitoring Engineer

61 SCC 26

New Insertion Following Condition of Contract is added as a new SCC clause.

SCC 26. Financial Close

26.1 The Developer hereby agrees and undertakes that it shall achieve

Financial Close within 150 (one hundred and fifty) days from the

date of this Contract Agreement and in the event of delay, it shall

be entitled to a further period not exceeding 60 (sixty) days,

subject to payment of Damages to the Authority in a sum

calculated at the rate of 0.1% (zero point one per cent) of the

Performance Security for Contract Performance (namely 4% of

the Total Estimated Project Cost) for each day of delay; provided

that the Damages specified herein shall be payable every week in

advance and the period beyond the said 150 (one hundred and

fifty) days shall be granted only to the extent of Damages so paid;

provided further that no Damages shall be payable if such delay in

Financial Close has occurred solely as a result of any default or

delay by the Authority.

26.2 The Developer shall, upon occurrence of Financial Close, notify

the Authority forthwith, and shall have provided to the Authority,

67

at least 2 (two) days prior to Financial Close, 3 (three) true copies

of the Financial Package and the Financial Model duly attested by

a Director of the Developer, along with 3 (three) soft copies of the

Financial Model in MS Excel version or any substitute thereof.

26.3 Termination due to failure to achieve Financial Close

26.3.1 Notwithstanding anything to the contrary contained in this

Contract Agreement, in the event that Financial Close does not

occur, for any reason whatsoever, within the period set forth in

Clause 26.1, all rights, privileges, claims and entitlements of the

Developer under or arising out of this Contract Agreement shall

be deemed to have been waived by, and to have ceased with the

concurrence of the Developer, and the Contract Agreement shall

be deemed to have been terminated by mutual agreement of the

Parties.

26.3.2 Upon Termination under Clause 26.3.1, the Authority shall

be entitled to encash the Performance Security for Contract Performance

and appropriate the proceeds thereof as Damages; provided, however, if

Financial Close has not occurred solely as a result of the Authority being

in default of any of its obligations, it shall, upon Termination, return the

Performance Security forthwith.

APPENDIX 2A

Development APPENDIX (DA)

Development APPENDIX (DA) TO THE

GENERAL CONDITIONS OF CONTRACT FOR

DESIGN, BUILD, FINANCE, Own OPERATE AND TRANSFER

OF MARINE RESEARCH, CONSERVATION & INFORMATION CENTRE CUM OCEANARIUM

AND ALLIED FACILITIES

DEVELOPMENT APPENDIX (DA)

Article 1 - General

1.1 Description of Development Services

The Developer shall carry out and be responsible for the design, construction, sourcing,

procurement and transportation of animals/biological samples for the MRCI CUM OCEANARIUM

at Somnath, Gujarat. The Developer’s work and services as part of the “Development” shall cover

all necessary or desirable activities to achieve the highest standards in design, construction,

acquisition of animals/biological samples for the MRCI CUM OCEANARIUM and all allied works

in accordance with and as contemplated in the Minimum Development Plan and Final Concept and

Design

(a) the design services in respect of the MRCI CUM OCEANARIUM and all allied works

to include engineering, architectural, interior display with appropriate scientific

researched literature and landscaping with all necessary drawings and visualisations

including environmental assessment with necessary mitigation measures

(b) the building and construction work and services in respect of the MRCI CUM

OCEANARIUM and all allied works;

(c) Acquisition of animals/biological samples for the MRCI CUM OCEANARIUM to

include sourcing, procurement, handling and transportation through legal and

legitimate channels, of all animals/biological samples adhering to all environment,

health and safety standards and applicable wildlife and other relevant laws as set out in

Appendix 2B or any other as deemed necessary.

ARTICLE 2-DESIGN PRINCIPLES

2.1 General

2.1.1 Design and Engineering

a) The Developer shall design and execute of the MRCI CUM OCEANARIUM and its

execution in compliance with the technical specifications and requirements contained in

the contract, codes of practices as published by the Bureau of Indian Standard (BIS) or its

equivalent standard as well as applicable laws, rules and regulations stipulated by the

Government of India or international if higher. . Wherever, the codes, standards and

manual do not provide for the design and execution of some component i.e. required to be

Page 3

designed and executed, the Developer shall follow the standard architectural, landscape

and MRCI CUM OCEANARIUM architectural, engineering and display practices.

b) The designs and drawings as formulated by the Developer shall be subject to approval by

authority through a Project Monitoring Engineer

2.1.2 Design Responsibilities

The Developers’s design and design-related services shall include, but not limited to the following:

1. Site investigation and data collection including geo-technical surveys, topographical

surveys or any other survey/analysis towards investigation of soil strength,

composition, water content, and other important soil characteristics, contour, physical

features, etc. of the site for the design, construction and transportation of material and

species for the MRCI CUM OCEANARIUM. The Developer is responsible for

undertaking the market study and demand assessment, techno-commercial feasibility

of the project; if required beyond the studies that have already been undertaken and

shall be provided to the bidder

2. The Developer is responsible for the preparation of detailed environment and social

impact assessments complying to the safeguard policies of the World Bank, as

applicable to MRCI CUM OCEANARIUM

3. The Developer is responsible for obtaining necessary Coastal Regulation Zones

clearance, Environmental Clearance(s) and Consent to Build and Operate from

competent authorities such as National/ State Coastal Zone authority, State pollution

control board and any other as applicable as per the law of the country.

4. The Developer is responsible for meeting or exceeding all necessary and applicable

technical standards, Indian laws and regulations or international standards, if higher in

design and execution of MRCI CUM OCEANARIUM; in all the cases BIS standards

has to be minimum followed

5. The Developer shall be responsible for preparation and adherence to an Environment

Management Plan (EMP) applicable during Development and Operations stage of the

facility.

6. The Developer shall be responsible for preparation of a Disaster Management Plan for

the facility in accordance to all applicable laws and regulations.

Page 4

2.2 Minimum Development Plan

The MRCI cum Oceanarium and its Allied Facilities shall be an edutainment institution for the purposes

of scientific research , conservation and dissemination of scientific knowledge on the animals and their

ecosystem through interactive and experiential mediums housing the following facilities and containing a

minimum enclosed water volume of 7 million litres.

I. EXHIBITS

Sr.No. Project

Components

Development Obligations Remarks

1. Overall

Oceanarium

project (

should be at

least a 5th

Generation

Oceanarium),

inclusive of

multiple

exhibits, both

indoor and

outdoor, and

public spaces

with 270

degree tunnels

with atleast

one element

for a 360

degree

panoramic

view which

should have

minimum

diameter of 0

m

Oceanarium with Tunnel

length of 150 metres for

public travel, with a variety

of viewing experiences

including 270 degrees

viewing

Minimum 7.0 Million Litres

Project Water Capacity.

At least one large cylindrical

tank

It should have a cylindrical underwater acrylic

viewing gallery of at least 12 metres diameter

with proper structural provision, including

internal circulation space for viewing along

with lift / escalator / ramp / staircase (if

needed) for vertical movement.

Aquarium with exhibits ranging but not

limited to fresh, brackish and sea water flora

and fauna, shall contain:

different types of large species;

different types of exotic species from

international waters / oceanic / aquatic

ecosystems, if available and allowed for

importation and holding by the relevant

authorities in India and from preferred

locations of export; and

different types of Indian species.

2. Display Tanks Small exhibits, display tanks

and pools

Wall mounted tanks

Up to 50 Nos. of exhibits, small display tanks

and pools

3. Cylindrical

Tanks

5 Nos. including a large one

4. Touch pools Touch or Feeding Pools 5 Nos.

5. Marine

Species

About 250 to 300 species and 15,000 to

20,000 Nos.

6. Commercial Souvenir Shops - 2 Nos.

Cafeteria - 2 or 3 locations

Underwater Restaurant with 60 seating

capacity

Community Centre with 1000 seating

capacity

Food Courts

7. Lab For management of the MRCI

CUM OCEANARIUM

Education Class Room with 100 seating

capacity

8. Car Parking Minimum 2 ECS per 100 sq.

metre of built up space

This should be in accordance with the

Development Control Regulations. The

Project Proponent can preferably use one or

Page 5

more basements for parking. It can be

conventional or semi-automatic with puzzle

and pit puzzle modules.

9. Allied

Facilities

Seal / Pinniped Stadium

Penguin Park

Cultural Food Court

Musical Fountain

10.

Others Fish Stocking & Rearing Tanks

Laser Shows

Amphi Theatre

Turtle Park

All terrain scooter & cars

II. SPECIES

The exhibits, species and animal numbers provided under I & II above are only for the purpose of

meeting the minimum requirements of Authority under the Project. Modern Oceanarium Concepts

implemented today may vary substantially in terms of exhibit value, animal welfare and visitor

safety (i.e. egress, disorientation and safety issues with walkways and acrylic tunnels and windows)

as well as in terms of regulatory aspects from various authorities around the world.

The Developer is at full liberty and at its sole discretion custom design the Project Facilities based

on predicted visitor numbers and to suit its commercial interests. At the Final Concept & Design

Stage, the capacity of the MRCI CUM OCEANARIUM and allied Facilities shall be determined by

the Project Proponent including tunnel length, small exhibits, etc., using the latest approaches to

Oceanarium exhibits, sizing, design requirements, modern and the best commercially viable

technology and cost input. Exhibits for exotic species can be included only subject to obtaining the

Types of

species

Fish Reptiles Marine Mammals Coral

&

Other

reef

species

Freshwater Estuarine Marine Pinnipeds

Indigenous/Exotic (where import / export is allowed)

Indian

Ocean

Exotic

Number

of species

Not Required 5 100 15 5 to 10 150

Total 500

Number

of

Animals

5000 300 25 to 50 2100

Total 10,000

Key

exhibits

Shark

Species

Marine

Fishes,

Ray

Fish,

etc.

All

Species

of

Turtles,

Marsh

Crocodil

e,

Snakes,

etc.

Page 6

approval of all government instrumentalities in India and internationally. Exhibits for specific

Indian species shall be included only upon approval by all relevant Indian authorities for capture,

transportation, holding and exhibition.

III. RESEARCH FACILITY FOR THE STATE GOVERNMENT

Comprehensive planning and design of a shell and core office and laboratory facility as the

Research Centre with an approximate usable area of 10% of built up area preferably as one

consolidated space. The facility should have a distinguished entry and exit from that of the MRCI

CUM OCEANARIUM and allied Facilities. The facility shall be preferred on the ground floor or

split in 2-3 levels such that the clear usable space of 10% of the total built up area is achieved with

a centrally located core. The research facility shall be developed in a fashion that offers maximum

flexibility and adaptability. Therefore appropriate column spacing of at least 5m is suggested. The

shell and core facility to be equipped with the following:

(i) Base structure, including and not limited to foundation, beams, columns, floor slabs, and

roof structure, that includes standard structural bay spacing and floor to floor heights

required to accommodate clear 9’- 0” ceiling height

(ii) Building envelope, including and not limited to insulated exterior walls, exterior glazing,

and roof

(iii) Building standard finished ceiling/false ceiling, internal wall finishing and ambient lighting

(iv) Common areas, including and not limited to entrance vestibule, main lobby, public elevator

lobby, fire egress stairways and corridors, mechanical rooms, electricalswitchgear,

communication equipment rooms, public and service elevator shafts, and elevator

equipment rooms

(v) toilet blocks for male, female and specially abled

(vi) Pantry

(vii) Electrical and mechanical systems, including and not limited to central heating, ventilation,

and air conditioning systems, emergency generator, and Building Automation System

(BAS). The HVAC system shall be separate from the MRCI CUM OCEANARIUM

complex.

(viii) Combination fire standpipe/sprinkler system and central fire alarm system

(ix) Core areas for each floor, including and not limited to potable domestic water riser,

separate sanitary and storm drain systems, sanitary vent, electrical power distribution

panels and circuits breakers in an electrical closet, designated connection point to the

central fire alarm system, and a distribution backboard within a wire closet; all services to

provide for connections to horizontal extensions.

(x) Minimum required furniture such as seating areas, officer chambers, Air conditioners etc.

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2.3 Final Concept and Design

Within 120 days from the effective date Developer has to submit Final concept and Design

incorporating the Minimum Development Plan and Final concept and design should

contain all details related construction, operation and maintenance of the Project containing

inter alia

1. the technology ,designs, drawings(excluding any confidential information

on any proprietary /patented technology, designs and drawings),

2. plans, utilities, investigation reports, BOQs, costing,

3. Project Implementation Schedule,

4. Technical standards for Development

5. Operation & Maintenance Manuals including Standards & Specifications,

6. safety plan,

7. detailed plan of sea water abstraction , water supply system and treatment

8. Waste management plan including chemical waste disposal if any , sea

water , waste water and storm water management , solid waste and

sewerage treatment

9. format of Progress Report for the Authority,

10. Procedure, methodology, standards, specifications & guidelines for

acquisition ,maintenance & transportation of species

11. shall include all the components as per Minimum Development Plan

specified in 2.2 of Development Appendix .

Appendix 2B

Applicable Regulatory Laws Appendix

APPENDIX 2B

TO

THE

GENERAL CONDITIONS OF CONTRACT

FOR

DESIGN, BUILD, FINANCE, OWN, OPERATE, MAINTAIN & TRANSFER

OF MARINE RESEARCH, CONSERVATION & INFORMATION CENTRE

CUM OCEANARIUM AND ALLIED FACILITIES

APPENDIX 2B

The Developer shall strictly adhere to and comply with the relevant guidelines set by the

Government of India through laws, rules and regulations as stipulated in the table for issues

concerning the Scope of Project.. Clearances required as per the following to the extent applicable

shall be taken from competent authority by the Developer

Sr.No. Name/ Act Relevant issues where

compliance is required

Concerned

Authority

1 Water (Prevention and

Control of Pollution) Act,

1974

Water pollution State Pollution

Control Board

2 Marine Fishing Regulation

Act, 1978

In case of local species Fisheries

Department,

GoG

3 Environment

(Protection) Act, 1986 –

EIA -2011 Notification

Environment Clearance MoEF & CC

4 Coastal Regulation Zone

(CRZ) Notification 2011

Coastal Zone

Management, Coastal

pollution abatement

MoEF & CC

5 Forest Conservation Act,

1980 (amended in 1988)

Forest Conservation Not Applicable

since the

proposed land

is not falls

within forest

area however

Developer may

ascertain from

local authority

6 Wildlife Protection Act,

1972 (amended in 2001)

Conservation and

management of wildlife

State & national wild

life board

7 Animal Welfare Act Welfare of animals Department of

Animal

Husbandry,

GoG

8 Indian Fisheries Act,

1897

For collection of

exhibits of local species

Fisheries

Department,

GoG

9 Air (Prevention and

Control of Pollution)

Act, 1981

Environment

Management

SPCB

10 Hazardous Wastes

(Management and

Handling) Rules, 1989

Waste management SPCB

11 Biological Diversity Act

2002

For collection of local

samples

Gujarat

Biodiver

sity

Board

12 Environment Impact

Assessment Notification,

2006

Environment Clearance MoEF & CC

13 Gujarat Fisheries Act,

2003

Transportation of marine

exhibits and collection of

exhibits of local species

Fisheries

Departm

ent, GoG

14 Prevention of Cruelty to

Animals Act, 1960

Performing Animals Rules,

2000, Breeding of and

Experiments on Animals

Rules,

1998

MoEF & CC

Note: The above list is only tentative. All other laws applicable to the Project during the subsistence of the Contract is deemed to be included herein.

Appendix -5 SITE LEASE DEED

SITE LEASE DEED made on the ______ day of _________ 20** by and among BETWEEN 1. [Name & Address of Authority] (hereinafter referred to as the “Authority / Lessor” which expression shall, unless repugnant to the context or meaning thereof, include its administrators, successors and assigns) and 2. M/s. ________________________________________, a Special Purpose Company (SPC) incorporated under the Companies Act, 2013 and having its registered office at _______________________ (hereinafter referred to as the “Project Proponent / Lessee”, which expression shall, unless the context otherwise requires, includes its successors and permitted assigns); WHEREAS : A. The Authority has vide the Form of Contract dated _________ (hereinafter “Contract”) awarded a Contract to _______ (the “Project Proponent” or the “Lessee” herein) to implement the Project at Site, involving Design, Build, Finance, Own, Operate, Manage & Transfer [DBFOOT] the Marine Research, Conservation & Information Centre cum Oceanarium and allied Facilities in accordance with the provisions of the Form of Contract; B. Pursuant to and under the Form of Contract, the Lessor is required to vest with the Lessee the land comprising the Site and all leasehold rights relating thereto for a period coterminous with the Term of the Form of Contract under a valid and binding Site Lease Deed for the purpose of Developing and Operating of the Project; C. The Site has been leased by the ______________ Department to ________ Department and being holding the lawful possession of the Site with a good title thereto as per the terms and conditions annexed herewith (Annexure 1), the Authority is desirous of sub-leasing the Site unto the Lessee and vesting unencumbered possession thereof with the Lessee, on the terms and conditions hereinafter contained. NOW THIS LEASE DEED WITNESSETH AS FOLLOWS: 1. The words and expressions used in this Deed but not defined shall, unless the context otherwise requires, have the meaning as defined / assigned to them respectively in the Form of Contract. 2. The following words and expressions shall, except where the context otherwise requires, have the meaning as hereunder: a) “Site Lease Deed” or “Deed” means this Site Lease Deed;

b)" Form of Contract” shall mean the Contract dated _____________ entered into between the Authority and Lessee; c) “Term of the Deed” means the period specified under GCC Sections 2.1.1 & 2.2 of the Form of Contract; d) “Premises” means all the lands comprising the Site, more particularly delineated in Schedule A of this Deed and demarcated on the site plan attached thereto; e) “Parties” shall mean Lessor and Lessee herein, and where the context admits or requires, the Successful Bidder / Joint Venture; f) “Authority” means the Gujarat Ecology Commission; g) “Project Proponent” means Successful Bidder / Joint Venture; h) “Annexure” means any of the Annexure, supplements and documents annexed to this Deed. 3. The Authority hereby leases the Premises unto the Project Proponent as a “vacant possession” under the terms of this Deed from the ___ day of 20** for a period of which period shall be coterminous with the Term of the Form of Contract and shall be extended or terminated at a prior date to coincide with the Term of the Form of Contract. The Authority hereby undertakes that it shall not terminate this Deed, except upon the due and valid termination of the Form of Contract. 4. In consideration of the Form of Contract between the Authority and the Project Proponent, with the Selected Bidder / Joint Venture, and in consideration of the Annual Lease Rent herein reserved and the covenants on the part of the Project Proponent, the Authority hereby leases unto the Project Proponent the Premises without interruption or interference, free from encumbrances and together with the full and free right and liberty of way and passage, the easementary rights and other rights in relation thereto with delivery of vacant possession thereof. 5. In consideration of the Authority leasing the Site to the Project Proponent, the Project Proponent shall, pay to the Authority the Annual Lease Rent of Rs.1,00,000/- (Rupees One Lakh only) from the first year of operation of the Project, with 5% annual escalation for the remaining duration of the Operations Period. The first Annual Lease Rent payment shall be paid within 10 days of the end of first year of Operation of the Project and the second Annual Lease Rent payment shall be paid pro-rata for the period beginning from second anniversary date of Operation of the Project until the completion of the succeeding Accounting Year. Thereafter Annual Lease Rent shall be paid on annual basis for every Accounting Year. The Lessor hereby vests the Premises with the Project Proponent along with all easementary rights, free from any encumbrance. Any liability arising out of providing the Premises free of encumbrances shall be borne solely by the Authority. 6. The Authority hereby vests the Premises with the Project Proponent under this Deed for the purpose of Developing & Operating the Project, including the Design, Built, Finance, Own, Operate, Manage, & Transfer the Project Facilities thereat in accordance with the terms and conditions of the Form of Contract. The Project Proponent shall not sub-lease the whole or any part of the land comprising the Project Site, leased to it by Authority under this Deed, to any person in any form or under any arrangement, device or method, provided that the Project Proponent shall be entitled to:

a) enter into Contractual Arrangements, including the sub-leasing, letting, subletting, licensing,

franchising or similar arrangements in respect of the built up area, which, however, shall not involve the transfer of the leasehold rights therein or thereof; and

b) appoint contractors / sub-contractors / consultants for Development & Operation of the Project at the Premises in accordance with the provisions of the Form of Contract.

7. The Authority hereby agrees that for the purpose of raising financial assistance for the Project, the Project Proponent may assign all its rights, title, interest and benefits under the Form of Contract, limited to the extent of such rights therein, to or in favour of the Lenders in accordance with the provisions of the Financing Agreements, provided that: a) in the event of the termination of the Form of Contract such assignment shall stand extinguished; and b) the Project Proponent shall have the right and authority to mortgage, encumber or create any security interest whatsoever on the leasehold rights of the Site, the Project Facilities or any other built up area thereat or therein, in full or part, in favour of the Lenders and in the event of recovery of dues Authority would have the first right to recover its dues.

8.In the event of termination of the Form of Contract by efflux of time or otherwise, this Deed shall be terminated and the lease of the Premises and all rights in relation thereto shall be determined, the Project Proponent, the Transferees and Persons claiming through or under it / them shall hand over the vacant possession of the Premises to the Authority and forthwith vacate the Premises without any demur or delay.

8. The Authority hereby covenants with the Project Proponent as under: a) That it shall not increase the Annual Lease Rent due and payable by the Project Proponent subject to Clause 5 hereof; b) That the Annual Lease rent, is paid by the Project Proponent to the Authority as per SCC Section 14.2 of the Form of Contract; c) That it shall not interfere with or impede in any manner or otherwise limit, restrict or impose conditions in relation to: (i) the complete, free and full enjoyment of the Premises by the Project Proponent for the purpose of Development & Operation of the Project and all rights related thereto; (ii) the design, construction, own, operate, maintain & transfer the Project; (iii) the implementation of the Project by the Project Proponent; and (iv) the possession, control and use by the Project Proponent of the Premises, the Project Facilities constructed thereon and any other facilities developed in the course of implementation of the Project; provided that the same are in compliance with the terms and conditions of the Form of Contract and this Deed; and d) That it shall not terminate this Deed, except upon the due and valid termination of the Form of Contract in accordance with the terms thereof; 9.That there are no litigations, claims, demands or any proceedings pending before any authority in respect of acquisition of the Premises or in respect of any other land-dispute, and that the Project Proponent shall have complete, lawful and uninterrupted possession, control and use of the Premises;

10. The Lessee hereby covenants with the Authority as follows: a) That it shall Design, Build, Finance, Own, Operate, Manage & Transfer the Project Facilities / Project at the Premises as per its obligations under and the terms and conditions of the Form of Contract; b) That it shall operate and maintain the Project Facilities or cause it to be operated and maintained in accordance with the Form of Contract; c) That it shall observe and perform all terms, covenants, conditions and stipulations of this Deed and the Form of Contract; and d) That it shall keep the Premises free from encroachments during the Term of the Form of Contract and carry out its maintenance and repairs in accordance with the provisions of the Form of Contract. 11. Each Party hereto represents and warrants that: a) It has full power and authority to execute, deliver and perform its obligations under this Deed and to carry out the transactions contemplated hereby; b) It has taken all necessary actions to authorize the execution, delivery and performance of this Deed; and c) This Deed constitutes its legal, valid and binding obligations that shall be enforceable against it in accordance with the terms hereof. 12. The Parties agree that a) The failure of the Project Proponent to perform its obligations under this Deed and any breach of covenants or undertakings given and provided for in this Deed by the Project Proponent shall amount to a Project Proponent Event of Default under the Form of Contract; b) Any dispute, controversy or claim arising out of or in relation to this Deed or the interpretation of any of its provisions shall be settled in accordance with the provision of GCC of the Form of Contract; c) The stamp duty and registration charges for the execution and registration of this Deed shall be borne by the Lessee in accordance with the provisions of the Applicable Laws; d) In case of ambiguities, conflicts or discrepancies between the Form of Contract and this Deed, the Form of Contract shall prevail; e) All notices under the terms of this Deed shall be sent either by hand, facsimile or courier to the following addresses: Authority: Project Proponent:

13.Selected Bidder / Joint Venture agrees to and confirms the provisions of this Deed and undertakes that it shall ensure, at its cost and consequence, that the Project Proponent abides by the provisions hereof. The Selected Bidder / Project Proponent is a confirming Party to this Deed. IN WITNESS WHEREOF the Parties have executed and delivered this Deed by their duly authorized representative on the date first above written: SIGNED ON BEHALF OF AUTHORITY Signature : Name Designation : SIGNED, SEALED AND DELIVERED Project Proponent by the hand of its authorized representative Signature : Name Designation : Pursuant to Resolution dated__________ of its Board of Directors Signed, Sealed and Delivered For and on behalf of the Selected Bidder/Joint Venture, We agree to be bound by the terms and conditions of this Deed Signature: Name: Designation: Signature: Name: Designation: In the presence of Witness: (i) (ii) Date:

Place:

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Annex A to the Bidding Documents

(a) Bidder’s Bid Form

(b) Bidder’s Financial Offer Schedules

(c) Form of Bid Security

(d) Form of Performance Security and ESHS Performance Security

(e) Form of Bank Guarantee – Advance Payment of Grant

(f) Deleted

(g) Form for Clarification Questions

(h) List of Eligible Countries

(i) Declaration Format for Deemed Export Benefits

(j) Information Forms

(k) Form of Letter of Intent by JV Partners

(l) Form of Power of Attorney for Joint Venture

(m) Form of undertaking by JV Partners

(n) Deleted

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Annexure A – Part a

BIDDER’S BID FORM

[NAME OF PROJECT]

Date:

Loan/Credit No:

Contract No:

[Name of Contract]

To: [Name and address of Authority]

Gentlemen,

Having examined the Bidding Documents, including Addendum Nos. [insert numbers], the

receipt of which is hereby acknowledged, we, the undersigned, offer to Design, Build, Finance,

Operate, Maintain & Transfer MRCI CUM OCEANARIUM and Allied Facilities under the above-

named Contract in full conformity with the said Bidding Documents as per details furnished below:

Investment proposal

We have offered to Design, Build, Finance, Operate, Maintain & Transfer MRCI CUM

OCEANARAIUM and Allied Facilities with enclosed water of ...............................litres. [Bidder

should insert the volume of enclosed water proposed in its Bid above 7million litres.]

Our Investment Proposal indicates total amount proposed to be invested in the MRCI CUM

OCEANARIUM and Allied Facilities. The investment includes the amount of Grant which will be

made available by the Authority to part finance the Development, as specified in the BDS. We have

also indicated how our share of the investment and the Grant from the Authority will be used over

the Development Period.

As required, we have included in our Proposal a statement of estimated cost of the MRCI CUM

OCEANARIUM and Allied Facilities - including all assets and species of marine life, duly

accounting for the total amount of investment including Grant.

The break-up of the proposed investment is as under:

(i) Investment to be made from our own resources =................................ [Bidder shall insert figure

for each currency including INR]

(ii) Grant amount = INR.......... Total investment (i) + (ii) =......................................... [Bidder shall insert figure for each currency

including INR]

The above amounts and details are in accordance with our Financial Offer Schedules attached

herewith which form part of this Bid.

We confirm to abide by the following in the event of Contract being awarded to us:

(a) We will pay lease rent for the land provided to us for setting up the MRCI CUM

OCEANARIUM and Allied Facilities for the period of Operation, namely 25 years, effective

from the commencement of operation of the Project Facilities, in accordance with ITB 3.10.2

(B) read with the corresponding provision in the BDS.

(b) We will share with the Authority, the Profit (before Tax) - from the operation of the MRCI

CUM OCEANARIUM and allied Facilities - in accordance with ITB 3.10.2 (D) read with the

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corresponding provision in the BDS and Para 23 of the SCC. However, in case loss is incurred

by us in any year of the operation, we shall not pass on such loss to the Authority either

directly or through set off against profits in the subsequent year(s) or any other ‘dues’ payable

to the Authority.

We meet the eligibility requirements and have no conflict of interest in accordance with ITB 1.2.3.

We have not been suspended nor declared ineligible by the Employer based on execution of a Bid

Securing Declaration in the Authority country in accordance with ITB 1.2.7.

We undertake, if our Bid is accepted, to commence Development of MRCI CUM OCEANARIUM

and allied Facilities and to achieve completion within the respective times stated in the Bidding

Documents.

If our Bid is accepted, we undertake to provide the Performance Security and an Environmental,

Social, Health and Safety (ESHS) Performance Security in accordance with the Bidding

Documents.

We are not participating, as a Bidder or as a contractor, in more than one bid in this bidding process

in accordance with ITB 1.2.3 (e).

We, including any of our contractors or suppliers for any part of the Contract, have not been

declared ineligible by the World Bank, under the Authority country laws or official regulations or

by an act of compliance with a decision of the United Nations Security Council;

We are not a government owned entity. / We are a government owned entity but meet the

requirements of ITB 1.2.6;

We have paid, or will pay the following commissions, gratuities, or fees with respect to the bidding

process or execution of the Contract:

Name of Recipient Address Reason Amount

-------------------------- ---------------------- -------------------- --------------

(If none has been paid or is to be paid, indicate “none.”)

We agree to abide by this Bid, which consists of this letter and the other documents listed in ITB

Section 3.2, for the period identified in the Bid Data Sheet as the length of the Bid Validity Period,

and it shall remain binding upon us and may be accepted by you at any time before the expiration

of that period.

Until a formal contract is prepared and executed between us, this Bid, together with your written

acceptance thereof and your notification of award, shall constitute a binding contract between us.

We understand that you are not bound to accept the lowest or any Bid you may receive.

Dated this day of , [Year].

[signature]

In the capacity of

[position]

Duly authorized to sign this bid for and on behalf of

[name of Bidder]

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Annexure A – Part b

BIDDER’S FINANCIAL OFFER SCHEDULES

PREAMBLE TO THE FINANCIAL OFFER SCHEDULES

1.0 General

1.1 The Financial Offer Schedules are divided into separate Schedules as follows:

Schedule 1 Tentative Investment Plan indicating how total investment proposed to be

made in the MRCI CUM OCEANARIUM and allied Facilities,

comprising (i) Bidder’s own funds/resources and (ii) Grant provided by the

Authority is proposed to be phased over the period of Development of

Project Facilities; it will include statement of estimated cost of the MRCI

CUM OCEANARIUM and allied Facilities – detailing costs of all assets

and species of marine life, so as to account for the total amount of

investment including Grant.

Schedule 2 The Bidder shall submit a Tentative Financing Plan clearly stating the

amount of debt, equity, subordinated debt and Grant envisaged for

financing the entire Project . The Financial Plan must also contain the

source of equity and the plan envisaged for mobilising debt / subordinated

debt in concurrence with the Investment Plan.

Schedule 3 Lease Rent – Schedule will include confirmation that the bidder (if selected

as Developer) shall, pay annual lease rent, in accordance with ITB 3.10.2

(C) read with the BDS, for the lease period of 25 years effective from the

commencement of operation of the facility, for the land to be provided by

the Authority for building the MRCI CUM OCEANARIUM and allied

Facilities.

Schedule 4 Profit Sharing - Schedule will include confirmation that the Bidder (if

selected Developer) shall share with the Authority, Profit (before Tax) -

from the operation of the MRCI CUM OCEANARIUM and allied

Facilities - in accordance with ITB 3.10.2 (D) read with the corresponding

provision in the BDS and Para 23 of the SCC. However, in case of loss in

any year of the operation, the same shall not be passed on to the Authority

either directly or through set off against profits in the subsequent year(s) or

any other ‘dues’ payable to the Authority.

Schedule 5 Tentative total estimated project cost sheet for the proposed Development of

the MRCI CUM OCEANARIUM and allied Facilities - detailing costs of

all assets and species of marine life, so as to account for the total amount

of investment including Grant. Bidders are deemed to have read the

Contract Documents , including the Technical Specificatins Appendix

consisting of the Development Appendix, and other sections of the

Bidding Documents to ascertain the full scope of the requirements of the

Contract included in each item prior to preparation of the Financial Offer

Schedules.

1.3 Bidder shall particularly take into account the requirements specified in ITB 3.10 and the

corresponding provisions in the BDS before filling in the Financial Offer Schedules.

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1.4 If a Bidder is unclear or uncertain as to the scope of any item, it shall seek clarification in

accordance with the Instructions to Bidders in the Bidding Documents prior to submitting

the Bid.

2.0 Financial amounts

2.1 Financial amounts shall be filled in indelible ink, and any alterations necessary due to

errors shall be initialled by the Bidder. As specified in the Bid Data Sheet, all financial

amounts shall be fixed and firm for the duration of the Contract, except that Annual Lease

Rent payable to the Authority under Schedule 3 shall be escalated at compound rate of 5%

per annum during the entire period of operation of 25 years.

2.2 The financial amounts shall be quoted in the manner indicated and in the currencies

specified in the Instructions to Bidders in the Bidding Documents. For each item, Bidders

shall complete each appropriate column in the respective Schedules, giving the financial

breakdown as indicated in the Schedules. Financial amounts given in the Schedules against

each item shall be for the scope covered by that item as detailed in the Contract or

elsewhere in the Bidding Documents.

2.3 The Authority will make payments to the DeveloperDeveloper for the amount of Grant in

INR only as specified in ITB Section. Bidder’s attention is drawn to the Schedule of

Disbursement of the Grant stipulated in paragraph 15 of the Special Conditions of Contract.

2.4 When requested by the Authority, the Bidder shall provide the Authority with a breakdown

of any composite or lump sum items included in the Schedules.

Schedule 1 - Investment Plan

Investment

(i) Total investment in the MRCI CUM

OCEANARAIUM and allied Facilities

with quoted enclosed volume of

....................million litres of water

proposed by the Bidder, using its own

funds/resources

[Bidder should insert the volume of

enclosed water proposed in its Bid.]

(ii) Amount of Grant

INR.......

Currency Amount

6

Year-wise breakup of total investment

proposed by the Bidder, using its own

funds/resources and the Grant provided by

the Authority

Year Bidder’s own

resources

Grant from

Authority

(INR)

Currency Amount

I

II

Total

Estimated

Project

Cost

7

Schedule 2 – Financing Plan

[Bidder shall provide the details as specified in Para 1.1 of Annexure A – Part b

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Schedule 3 - Annual Lease Rent payable to the Authority for the land provided for building the MRCI

CUM OCEANARIUM and Allied Facilities

[Bidder shall provide the confirmation as specified in Para 1.1 of Annexure A – Part b]

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Schedule 4 - Sharing of Profit (before Tax)

We agree to share the Profit (before Tax) generated from the MRCI CUM OCEANARIUM and

allied Facilities - with the Authority each year after completion of five years of operation during the

remaining Operations Period - as stipulated in the BDS and reproduced below:

Share of Profit (before Tax) to be paid to the Authority

= Profit (before Tax) from the operation of the MRCI CUM OCEANARIUM and allied Facilities x

Grant amount provided by the Authority ÷ Total Project investment actually made by the

Developer for construction of the MRCI CUM OCEANARIUM and allied Facilities from its own

funds/resources

For the purpose of determining the Share of Profit payable to the Authority, we agree to the

mechanism specified in Para 23 of the SCC Section - for verification of figures of profit and

calculation and verification of the actual Project Investment made by us for construction of the

MRCI CUM OCEANARIUM using our own funds/resources and the Grant.

We also agree to pay the share of Profit to the Authority on annual basis in the manner specified in

SCC.

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Schedule 5 Details of total estimated project cost for the proposed Development

S

N

Particulars Amount in INR

1 Civil Construction

2 Acrylic/Glass Aquarium windows cost

3 Filtration Plant

4 Lighting

5 Chilling

6 Building air-conditioning

7 Species cost

8 Sea water processing and storage

9 ……

… ….

… ………

Total

Particulars are just indicative, Bidder can list particulars as per their own assessment

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Annexure A – Part c

Form of Bid Security

(Bank Guarantee)

[The bank shall fill in this Bank Guarantee Form in accordance with the instructions indicated.]

[Guarantor letterhead or SWIFT identifier code]

Beneficiary: [Authority to insert its name and address]

IFB No.: [Authority to insert reference number for the Invitation for Bids]

Alternative No.: [Insert identification No if this is a Bid for an alternative]

Date: [Insert date of issue]

BID GUARANTEE No.: [Insert guarantee reference number]

Guarantor: [Insert name and address of place of issue, unless indicated in the letterhead]

We have been informed that [insert name of the Bidder, which in the case of a

joint venture shall be the name of the joint venture (whether legally constituted or

prospective) indicating the names of all members thereof] (hereinafter called "the

Applicant") has submitted or will submit to the Beneficiary its bid (hereinafter called "the

Bid") for the execution of under Invitation for Bids No.

(“the IFB”).

Furthermore, we understand that, according to the Beneficiary’s conditions, bids must be

supported by a bid guarantee.

At the request of the Applicant, we, as Guarantor, hereby irrevocably undertake to pay the

Beneficiary any sum or sums not exceeding in total an amount of

( ) upon receipt by us of the Beneficiary’s complying demand, supported by

the Beneficiary’s statement, whether in the demand itself or a separate signed document

accompanying or identifying the demand, stating that either the Applicant:

(a) has withdrawn its Bid during the period of bid validity set forth in the Applicant’s

Letter of Bid (“the Bid Validity Period”), or any extension thereto provided by the

Applicant; or

(b) having been notified of the acceptance of its Bid by the Beneficiary during the Bid

Validity Period or any extension thereto provided by the Applicant (i) has failed to

execute the contract agreement, or (ii) has failed to furnish the performance security,

and, if required, the Environmental, Social, Health and Safety (ESHS) Performance

Security, in accordance with the Instructions to Bidders (“ITB”) of the Beneficiary’s

bidding document.

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This guarantee will expire: (a) if the Applicant is the successful bidder, upon our receipt of

copies of the contract agreement signed by the Applicant and the performance security and,

if required, the Environmental, Social, Health and Safety (ESHS) Performance Security,

issued to the Beneficiary in relation to such contract agreement; or (b) if the Applicant is

not the successful bidder, upon the earlier of (i) our receipt of a copy of the Beneficiary’s

notification to the Applicant of the results of the bidding process; or (ii) forty five days

after the end of the Bid Validity Period.

Consequently, any demand for payment under this guarantee must be received by us at the

office indicated above on or before that date.

This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG) 2010

Revision, ICC Publication No. 758.

[Signature(s)]

Note: All italicized text is for use in preparing this form and shall be deleted from the

final product.

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Annexure A – Part d

1. FORM OF PERFORMANCE SECURITY

(For Contract Performance)


Beneficiary: [Authority, Name & Address .

PERFORMANCE GUARANTEE No.: [Insert guarantee reference number]


We have been informed that _ [insert name of DeveloperDeveloper, which in the case of a joint

venture shall be the name of the joint venture] (hereinafter called "the Applicant") has entered into

Form of Contract No. [insert reference number of the contract] dated [insert date] with the

Beneficiary, for the execution of _ [insert name of contract and brief description of Works]

(hereinafter called "the Contract").

Furthermore, we understand that, according to the conditions of the Contract, a performance

guarantee is required.

At the request of the Applicant, we as Guarantor, hereby irrevocably undertake to pay the

Beneficiary any sum or sums not exceeding in total an amount of [insert amount in figures] (

) [insert amount in words],1 such sum being payable in the types and proportions of currencies in

which the Contract Price is payable, upon receipt by us of the Beneficiary’s complying demand

supported by the Beneficiary’s statement, whether in the demand itself or in a separate signed

document accompanying or identifying the demand, stating that the Applicant is in breach of its

obligation(s) under the Contract, without the Beneficiary needing to prove or to show grounds for

your demand or the sum specified therein.

This guarantee shall expire, no later than the …. Day of ……, 2…

2, and any demand for payment

under it must be received by us at this office indicated above on or before that date.

This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG) 2010 Revision,

ICC Publication No. 758, except that the supporting statement under Article 15(a) is hereby

excluded.

[signature(s)]

1

The Guarantor shall insert an amount specified in the Letter of Acceptance and

denominated either in the currency(cies) of the Contract or a freely convertible currency

acceptable to the Beneficiary.

2 Insert the date 180 days after the End date as described in SCC 17. The Authority should

note that in the event of an extension of this date for completion of the Contract, the Authority

would need to request an extension of this guarantee from the Guarantor. Such request must be in

writing and must be made prior to the expiration date established in the guarantee.

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Note: All italicized text (including footnotes) is for use in preparing this form and shall be

deleted from the final product.

15

Annexure A – Part d

2. Environmental, Social, Health and Safety (ESHS) Performance Security

ESHS Demand Guarantee


Beneficiary: [insert name and Address of Authority]

Date: _ [Insert date of issue]

ESHS PERFORMANCE GUARANTEE No.: [Insert guarantee reference number]


We have been informed that (hereinafter called "the Applicant") has entered

into Form of Contract No. dated with the Beneficiary, for the execution of

(hereinafter called "the Contract").

Furthermore, we understand that, according to the conditions of the Contract, an

Environmental, Social, Health and Safety (ESHS) performance guarantee is required.


Beneficiary any sum or sums not exceeding in total an amount of ( ),1

such sum being payable in the types and proportions of currencies in which the Contract Price is

payable, upon receipt by us of the Beneficiary’s complying demand supported by the Beneficiary’s

statement, whether in the demand itself or in a separate signed document accompanying or

identifying the demand, stating that the Applicant is in breach of its Environmental, Social, Health

and/or Safety (ESHS) obligation(s) under the Contract, without the Beneficiary needing to prove or

to show grounds for your demand or the sum specified therein.

This guarantee shall expire, no later than the …. Day of ……, 2… 2, and any demand for payment

under it must be received by us at this office indicated above on or before that date.

This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG) 2010 Revision,

ICC Publication No. 758, except that the supporting statement under Article 15(a) is hereby

excluded.

[signature(s)]



1 The Guarantor shall insert an amount representing the percentage of the Accepted

Contract Amount specified in the Letter of Acceptance, and denominated either in the currency

(cies) of the Contract or a freely convertible currency acceptable to the Beneficiary. 2

Insert the date 180 days after the End date. The Authority should note that in the event of

an extension of this date for completion of the Contract, the Authority would need to request an

extension of this guarantee from the Guarantor. Such request must be in writing and must be

made prior tothe expiration date established in the guarantee.

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Annexure A – Part e

FORM OF BANK GUARANTEE – ADVANCE PAYMENT OF GRANT AMOUNT


Beneficiary: [Insert name and Address of Authority]

Date: [Insert date of issue]

ADVANCE PAYMENT GUARANTEE No.: [Insert guarantee reference number]


We have been informed that [insert name of Developer, which in the case of a joint venture shall be the

name of the joint venture] (hereinafter called “the Applicant”) has entered into Contract No.

[insert reference number of the contract] dated [insert date] with the Beneficiary, for the

execution of [insert name of contract and brief description of Works] (hereinafter called "the

Contract").

Furthermore, we understand that, according to the conditions of the Contract, the

Beneficiary shall release the Grant amount to the Applicant in advance in the sum [insert

amount in figures] () [insert amount in words] against an advance payment guarantee.


Beneficiary any sum or sums not exceeding in total an amount of ([insert amount in figures])

[insert amount in words]1 upon receipt by us of the Beneficiary’s complying demand supported

by the Beneficiary’s statement, whether in the demand itself or in a separate signed

document accompanying or identifying the demand, stating either that the Applicant:

(a) has used the advance Grant amount for purposes other than the costs of

mobilization in respect of the Development of Project; or

(b) has failed to repay the advance Grant amount in accordance with the

Contract conditions, specifying the amount which the Applicant has failed

to repay.

A demand under this guarantee may be presented as from the presentation to the Guarantor

of a certificate from the Beneficiary’s bank stating that the advance Grant amount referred

to above has been credited to the Applicant on its account number [insert number] at

[insert name and address of Applicant’s bank].

The maximum amount of this guarantee shall be progressively reduced by the amount of

the Grant certified for release or the amount of advance repaid by the Applicant,

whichever occurs first as specified in copies of interim statements

1The Guarantor shall insert an amount representing the amount of the advance payment and denominated

either in the currency(ies) of the advance payment as specified in the Contract, or in a freely convertible

currency acceptable to the Authority.

17

or payment certificates which shall be presented to us. This guarantee shall expire, at the

latest, upon our receipt of a copy of the interim payment certificate indicating that ninety

(90) percent of the Grant Amount has been certified for release, or on the [insert day] day

of [insert month], 2 [insert year],2 whichever is earlier. Consequently, any demand for

payment under this guarantee must be received by us at this office on or before that date.

This guarantee is subject to the Uniform Rules for Demand Guarantees (URDG) 2010

Revision, ICC Publication No. 758, except that the supporting statement under Article

15(a) is hereby excluded.

[signature(s)]



1 “Another party” refers to a public official acting in relation to the procurement process or contract

execution]. In this context, “public official” includes World Bank staff and employees of other organizations

taking or reviewing procurement decisions.

18

Annexure A – Part f- Deleted

19

Annexure A – Part g

Form for Clarification Questions

Bidder’s Name:

Bidder’s Address: Date Submitted:

Item

No.

Section

Reference

Page

No.

Section

or

Article No.

Question/Query/Clarification/Comment

1.

2.

3.

4.

5.

6.

20

Annexure A – Part h

Eligible Countries

Eligibility for the Provision of Goods, Works and Non Consulting Services in

Bank-Financed Procurement

In reference to ITB 1.2.8 , for the information of the Bidders, at the present time firms, goods and

services from the following countries are excluded from this bidding process:

Under ITB 1.2.8 (a) : None

Under ITB 1.2.8 (b) : None

21

Annexure A – Part I

Declaration regarding customs& GST exemption for materials / goods / equipments, etc., to

be purchased for use in setting up of the Project Facilities

(Bidder’s Name and Address)

To:

------------------------------------------

--------------------------------------------

Dear Sir:

Ref: Setting up of MRCI cum Oceanarium and allied Facilities– Certificate for

Import/Procurement of goods, materials,/ equipment, etc.

1. We confirm that we are solely responsible for obtaining customs duty & GST waivers which we

have considered in our bid and in case of failure to receive such waivers for reasons whatsoever,

the Authority will not compensate us.

2. We are furnishing below the information required by the Authority for issue of the necessary

certificates required in terms of Customs Notification No. 85/99 and relevant GST notifications

3. The goods, equipment and materials, etc., for which certificates are required are as under:

Items Make/

Brand

Name/

Class

Capacity

[where

applicable]

Quantity Value State whether it

will be procured

locally or

imported [if so

from which

country]

Remarks

regarding

justification for

the quantity and

their usage in

setting up of

MRCI cum

Oceanarium and

allied Facilities

Goods

[a]

[b]

[c]

[d]

[e]

[f]

[g]

22

4. We agree that the certificate will be issued only to the extent considered reasonable by the

Authority for the Project, based on the Bid submitted by us, construction programme and

methodology furnished along with the Bid.

5. We confirm that the above materials / equipments / goods etc., will be exclusively used for

Development of the above Project. We are aware that exemption will be issued to only

goods/material/equipment etc., which form part of the Project on permanent basis but not for the

goods/material/equipment etc., which after completion of the Project remain with the Developer

for further deployment in other projects.

Date: (Signature)

Place: (Printed Name)

(Designation)

(Common Seal)

.

23

Annexure A – Part j

Information Forms

24

INFORMATION FORM (1)

General Information

All individual firms and each participant in a joint venture submitting the bids are required to complete the

information in this form. Nationality information should be provided for all bidders that are partnerships or

individually owned firms.

If the Bidder proposes to use nominated contractors or consultants, the following information should also be

supplied for the contractor(s) and consultant(s).

1. Name of firm

2. Head office address

3. Telephone Contact

4. Fax Telex

5. Place of incorporation / registration Year of incorporation / registration

Nationality of owners1

Name Nationality

1.

2.

3.

4.

5.

1. To be completed by all owners of partnerships or individually owned firms.

25


(Ref. ITB Section 3.5)

General Design, Build, Operation and Management Experience Information

All individual firms and all participants of a joint venture are requested to complete the information in this form with regard to their experience in designing, building, operating, managing and maintaining MRCI CUM OCEANARIUM.

Description of Contract/ MRCI CUM OCEANARIUM

with its Capacity

Volume of enclosed water of the MRCI CUM

OCEANARIUM built and key exhibits

Name of Joint Venture Participant, Contractor or ConsultantResponsible for work on the Contract

Name of City

Country

Population served

Contract Role (joint venture participant, subcontractor,

sub consultant, lead, etc.) and percentage share in the

total contract

Nature, role and extent of participation (describe fully)

Date of contract commencement

Date of contract termination

Contract value (US$)

Individual for reference

Address,

Telephone,

Fax for reference

Name of Bidder or participant of a joint venture

26

INFORMATION FORM (2A)

General Turnover Information

All individual firms and all participants of a joint venture are requested to complete the information in this form

with regard to their experience in designing, building, operating, managing and maintaining MRCI CUM OCEANARIUM. The information supplied should be the annual turnover of the Bidder (or each member of a

joint venture) in terms of the amounts billed to clients for each year for work in progress or completed, converted to U.S. dollars at the rate of exchange at the end of the period reported. The annual periods should be

calendar years, with partial accounting for the year up to the date of submission of Applications.

Use a separate sheet for each participant of a joint venture.

Bidders should not enclose testimonials, certificates, and publicity material with their Application as they will

not be taken into account in the evaluation of qualifications.

Annual turnover data (in the area of infrastructure development and engineering

construction).

Year Turnover INR /US$ equivalent (converted

at the rate of exchange at the end

of the period reported)

[Year]

[Year]

[Year]

[Year]

[Year]


27

INFORMATION FORM (2B)

Joint Venture Summary

Names of all participants of a joint venture

1. Lead Participant

2. Participant

3. Participant

4. Participant

Annual turnover data (in the area of infrastructure development and engineering construction).

Participant

Information

Form (2A)

page no.

[Year]

[Year]

[Year]

[Year]

[Year]

1. Lead

Participant

2. Participant

3. Participant

4. Participant

Totals

28

INFORMATION FORM (3A)


Design, development, construction, testing and commissioning of MRCI CUM OCEANARIUM

Description of Contract/ MRCI CUM

OCEANARIUM

Name of Joint Venture Participant, Contractor or

Consultant Responsible for work on the Contract

Name of City

Country

Capacity/Size of MRCI CUM OCEANARIUM


OCEANARIUM built

Contract Role (joint venture participant,

subcontractor, sub consultant, lead, etc.)




Contract value in INR or equivalent to US$


Address, Telephone,

Fax for reference

.


29

INFORMATION FORM (3B)


Experience in successful Operation and Maintenance of MRCI CUM OCEANARIUM

Description of Contract/ MRCI CUM

OCEANARIUM

Name of Joint Venture Participant, Contractor or

Consultant Responsible for work on the Contract

Name of City/Urban area

Country

Capacity/Size of MRCI CUM OCEANARIUM


OCEANARIUM

Number of years operated (with period)

Contract Role (joint venture participant,

subcontractor, sub consultant, lead, etc.)




Contract value in INR or equivalent to US$


Address,

Telephone,

Fax for reference


30


Financial Capabilities (Ref. ITB Section 3.5)

Bidders, including each partner of a joint venture, shall provide financial information to demonstrate that they meet the requirements stated in the ITB 3.5. Each Bidder or participant of a joint venture shall complete this form. If necessary, separate sheets shall be used to provide complete banker information. A copy of the audited balance sheets shall be attached.

Banker Name of banker

Address of banker

Telephone Contact name and title

Fax Telex

Summarize actual assets and liabilities in INR or equivalent to U.S. dollar (at the rates of exchange current at

the end of each year) for the previous five calendar years. Based upon known commitments, summarize

projected assets and liabilities in INR or equivalent to U.S. dollar for the next two calendar years, unless the

withholding of such information by stock market listed public companies can be substantiated by the Bidder.

Financial information in INR

or equivalent to US$

Actual: Previous five years

Projected:

Next two years

[Year] [Year] [Year] [Year] [Year] [Year] [Year]

1. Total assets

2. Current assets

3. Total liabilities

4. Current liabilities

5. Profits before taxes

6. Profits after taxes


31

Specify proposed sources of financing, such as liquid assets, unencumbered real assets, lines of credit, and other

financial means, net of current commitments, available to meet the total construction cash flow demands of the

subject Contract or contracts as indicated in ITB Section 3.5.4 (b)

Source of Financing Amount in INR or equivalent to US $

1.

2.

3.

4.

Attach audited financial statements—including, as a minimum, profit and loss account, balance sheet, and

explanatory notes—for compliance with ITB Sections 3.5.4 (a) & (c) (for the individual Bidder or each

participant of a joint venture).

If audits are not required by the laws of Bidders' countries of origin, partnerships and firms owned by

individuals may submit their balance sheets certified by a registered accountant, and supported by copies of tax

returns.

Also attach the following Certificates with the Bid:

(a) Chartered Accountant’s Certificate indicating Net worth of the Bidder in each of last three financial years

preceding the date of submission of bid; OR such certificate for each Partner in case the bidder is a JV.

32

INFORMATION FORM (5)- Deleted

(

33

INFORMATION FORM (5A)- Deleted

34

HISTORICAL CONTRACT NON-PERFORMANCE

(Ref. ITB Section 3.5.6)

[The following table shall be filled in for the Bidder and for each partner of a Joint Venture]

Bidder’s Legal Name: [insert full name]

Date: [insert day, month, year]

Joint Venture Party Legal Name: [insert full name]

ICB No. and title: [insert ICB number and title]

Page [insert page number] of [insert total number] pages

Non-Performing Contracts in accordance with ITB Section 3.5

Contract non-performance did not occur during the [number] years specified in ITB Section 3.5

Contract(s) not performed during the [number] years specified in ITB Section 3.5

Year Non performed

portion of

contract

Contract Identification Total Contract

Amount (current

value in INR or

equivalent US$)

[insert

year]

[insert amount

and percentage]

Contract Identification: [indicate complete contract

name/number, and any other identification]

Name of Employer: [insert full name]

Address of Employer: [insert street/city/country]

Reason(s) for non performance: [indicate main

reason(s)]

[insert amount]

Pending Litigation, in accordance with ITB Section 3.5.6

No pending litigation in accordance with ITB Section 3.5.6

Pending litigation in accordance with ITB Section 3.5.6

35

ENVIRONMENTAL, SOCIAL, HEALTH, AND SAFETY PERFORMANCE

DECLARATION

(Ref. ITB Section 3.5.7)

[The following table shall be filled in for the Bidder, each member of a Joint Venture and each

Specialized contractor]

Bidder’s Name: [insert full name]

Date: [insert day, month, year]

Joint Venture Member’s or Specialized Subcontractor’s Name: [insert full name]

Environmental, Social, Health, and Safety Performance Declaration

in accordance with ITB Section 3.5.7

No suspension or termination of contract: An employer has not suspended or terminated a contract

and/or called the performance security for a contract for reasons related to Environmental, Social, Health, or Safety (ESHS) performance since the date specified in ITB 3.5.7.

Declaration of suspension or termination of contract: The following contract(s) has/have been

suspended or terminated and/or Performance Security called by an employer(s) for reasons related to

Environmental, Social, Health, or Safety (ESHS) performance since the date specified in ITB 3.5.7:

Year Suspended or

terminated

portion of

contract

Contract Identification Total Contract

Amount (current

value, currency,

exchange rate and

US$ equivalent)

[insert

year]

[insert amount

and percentage]

Contract Identification: [indicate complete contract name/

number, and any other identification]



Reason(s) for suspension or termination: [indicate main

reason(s)]

[insert amount]

[insert

year]

[insert amount

and percentage]

Contract Identification: [indicate complete contract name/

number, and any other identification]



Reason(s) for suspension or termination: [indicate main

reason(s)]

[insert amount]

… … [list all applicable contracts] …

Performance Security called by an employer(s) for reasons related to ESHS performance

Year Contract Identification Total Contract

Amount (current

value, currency,

exchange rate and

US$ equivalent)

36

[insert

year]

Contract Identification: [indicate complete contract name/ number, and any

other identification]



Reason(s) for calling of performance security: [indicate main

reason(s)]

[insert amount]

37

Annexure A - Part K

FORM OF LETTER OF INTENT BY JV PARTNERS TO ENTER INTO

JV AGREEMENT

THIS LETTER OF INTENT signed on this.......... day of........... Two Thousand and ................by.......

a company incorporated under the laws of ............. and having its Registered

Office at .......................(hereinafter called the "Party No.1" which expression shall include its

successors, executors and permitted assigns) and M/s ............. a company incorporated under the

laws of .......... and having its Registered Office at ...........(hereinafter called the "Party No.2" which

expression shall include its successors, executors and permitted assigns) and M/s.. .. .. .. . .. . . . . .. . ..

.. .... .. a Company incorporated under the laws of ................ and having its Registered

Office at ............... (hereinafter called the "Party No.3" which expression shall include its successors,

executors and permitted assigns) for the purpose of making a bid and entering into a Contract

[hereinafter called the "Contract" (in case of award) to design, build, finance, operate, maintain and

transfer Marine Research Conservation & Information Centre cum Oceanarium (MRCI CUM

OCEANARIUM) and allied Facilities for which bids have been invited

by………………..

…………….(hereinafter called the "Authority").

WHEREAS the Party No.1, Party No.2 and Party No.3 intend to enter into a Joint Venture

Agreement.

AND WHEREAS the Authority invited bids as per the above mentioned Specification to design,

build, finance, operate, maintain and transfer Marine Research Conservation & Information Centre

cum Oceanarium (MRCI CUM OCEANARIUM) stipulated in the bidding documents.

AND WHEREAS ITB Clause 3.5 - Qualification Criteria and ITB Clause 3.6 forming part of the

bidding documents, inter-alia, stipulates that two or more qualified partners, meeting the

requirements of 'Qualification Requirement of the Bidder', as applicable may bid, provided, they

submit a Letter of Intent to enter into Joint Venture Agreement and form a Special Purpose

Company (SPC) in accordance with ITB Section 1.2.2 and The Joint Venture Partners fulfill all other

requirements under ITB Clause 5.7 ‘Qualification of the Bidder’ and in such a case, the Letter of Bid

(Bid Form) shall be signed by the Partner-in-Charge so as to legally bind all the Partners of the Joint

Venture, who will be jointly and severally liable to perform the Contract by entering into Joint

Venture Agreement as per proforma submitted with the Bid in accordance with ITB 3.6 which will

be legally binding on all partners and all obligations hereunder.

The above clause further states that this Letter of Intent shall be attached to the bid and the

Contract Performance Guarantee will be as per the format enclosed with the bidding document

without any restrictions or liability for either party.

AND WHEREAS the bid is being submitted to the Authority vide proposal No........dated...... by

Party No.1 based on this letter of Intent between all the parties; under these presents and the bid

has been signed by all the parties.

NOW THIS UNDERTAKING WITNESSETH AS UNDER:

In consideration of the above premises and agreements all the parties of this letter of Intent do

hereby declare and undertake:

38

1. In requirement of the award of the Contract by the Authority to the Joint Venture Partners,

we, the Parties do hereby undertake that M/s......... the Party No.1, shall act as lead

Partner and further declare and confirm that we the parties to the Joint Venture shall

jointly and severally be bound unto the Authority for the successful performance of the

Contract and shall be fully responsible for the design, build, finance, operate, maintain

and transfer the Marine Research Conservation & Information Centre cum Oceanarium

(MRCI CUM OCEANARIUM) and allied F acilities i n accordance with the Contract

for which we shall enter into Joint Venture Agreement and form a SPC as per ITB Section

1.2.2 as per proforma submitted with the Bid which will be legally binding on all partners.

2. If the Contract is awarded to Joint Venture then in case of any breach or default of the

said Contract by any of the parties to the Joint Venture, the party(s) will be fully

responsible for the successful performance of the Contract and to carry out all the

obligations and responsibilities under the Contract in accordance with the requirements

of the Contract.

3. Further, if the Authority suffers any loss or damage on account of any breach in the

Contract or any shortfall in the performance guaranteed as per the specification in terms

of the Contract, the Party(s) of these presents will promptly make good such loss or

damages caused to the Authority, on its demand without any demur. It shall not be

necessary or obligatory for the Authority to proceed against lead Partner to these presents

before proceeding against or dealing with the other Party(s), the Authority can proceed

against any of the parties who shall be jointly and severally liable for the performance and

all other liabilities/obligations under the Contract to the Authority.

4. The financial liability of the Parties of the Deed of Undertaking to the Authority in the

event of award of Contract on the Joint Venture, with respect to any of the claims

arising out of the performance or non-performance of the obligations set forth in the Deed

of Undertaking, read in conjunction with the relevant conditions of the Contract shall,

however not be limited in any way so as to restrict or limit the liabilities or obligations of

any of the Parties of the Deed of Undertaking.

5. It is expressly understood and agreed between the Parties to this Letter of Intent that the

responsibilities and obligations of each of the Parties shall be as delineated in

Appendix- I (to be suitably appended by the Parties along with this Letter of Intent in

its bid). It is further undertaken by the parties that the above sharing of responsibilities and

obligations shall not in any way be a limitation of joint and several responsibilities of the

Parties under the Contract in the event of award of Contract on Joint Venture.

6. It is also understood that this Letter of Intent is provided for the purposes of

undertaking joint and several liabilities of the partners to the Joint Venture for

submission of the bid and performance of the Contract if awarded and that this Letter of

Intent shall not be deemed to give rise to any additional liabilities or obligations, in

any manner or any law, on any of the Parties to this Letter of Intent or on the Joint

Venture, other than the express provisions of the Contract.

7. This Letter of Intent shall be construed and interpreted in accordance with the

provisions of the Contract.

8. In case of an award of a Contract, we the parties to this Letter of Intent do hereby

agree that we shall enter into Joint Venture Agreement as per proforma submitted

39

with the Bid and form a SPC as per ITB Section 1.2.2 which will be legally binding on

all partners and we shall be jointly and severally responsible for furnishing a Contract

Performance Security from a bank in favor of the Authority in the currency/currencies of

the Contract.

9. It is further agreed that this Letter of Intent shall be irrevocable and shall form an

integral part of the bid. It shall be effective from the date first mentioned above for all

purposes and intents.

IN WITNESS WHEREOF, the Parties to this Letter of Intent have through their

authorized representatives executed these presents and affixed Common Seals of their respective

companies, on the day, month and year first mentioned above.

Common Seal of ............................ has

been affixed in my/ our presence

pursuant to Board of Director's

Resolution dated ...............

For Lead Partner (Party No.-1) For and on

behalf of M/s

Name ........................................

Designation ..................................

Signature ..................................... Signature

representative)

of The authorized

WITNESS:

I…………………………………….

II…………………………………….





For Party No.-2 For and on behalf of M/s

Name ........................................

Designation ..................................


representative)

of The authorized

WITNESS:

I…………………………………….

II…………………………………….

40






Name ........................................

Designation ..................................


representative)

of The authorized

WITNESS:

I…………………………………….

II…………………………………….

41

Annexure A - Part L

FORM OF POWER OF ATTORNEY FOR JOINT VENTURE

(On Non-judicial Stamp Paper of Appropriate value, if required as per laws of the country

of the bidder, to be purchased in the Name of Joint Venture)

KNOW ALL MEN BY THESE PRESENTS THAT WE, the Partners whose details are given

hereunder ................................................................................. have formed a Joint Venture under

the laws of ........................................... (*)/ intend to form a Joint Venture (*) [(*)

delete whichever is not applicable] and having our Registered Office(s)/Head Office(s)

at...............................................(hereinafter called the 'Joint Venture' which expression shall

unless repugnant to the context or meaning thereof, include its successors,

administrators and assigns) acting through M/s .......................................................

being the Partner in-charge do hereby constitute, nominate and appoint

M/s........................................................ a Company incorporated under the laws of

......................................................... and having its Registered/Head Office at

........................................... as our duly constituted lawful Attorney (hereinafter called

"Attorney" or "Authorized Representative" or "Partner In-charge") to exercise all or any of the

following powers for and on behalf the Joint Venture in regard to Invitation for Bids issued by

……………………………….., ………………………..(hereinafter called the ‘ Authority) for

Design, Build, Finance, Operate, Manage & Transfer MRCI cum Oceanarium and allied

Facilities:

i) To sign and submit proposal and participate in the aforesaid Bid invited by the

Authority on behalf of the "Joint Venture".

ii) To negotiate with the Authority the terms and conditions for award of the Contract

pursuant to the aforesaid Bidding and to sign the Contract with the Authority for and

on behalf of the "Joint Venture".

iii) To do any other act or submit any document related to the above.

iv) To receive, accept and execute the Contract for and on behalf of the "Joint Venture".

For the above purpose, the person(s) authorized by the Partner In-charge shall be the person(s)

authorized to act on behalf of the "Joint Venture" as per the Power of Attorney given to

him/her/them by the Partner In-Charge.

It is clearly understood that all the partners of the joint venture shall be liable jointly and

severally for the execution of the Contract in accordance with the Contract terms and the Partner

In-charge (Lead Partner) shall ensure performance of the Contract and if one or more Partners

fail to perform their respective portions of the Contract, the same shall be deemed to be a default

by all the Partners.

It is expressly understood that this Power of Attorney shall remain valid binding and irrevocable

till completion of the Development as well as the Operation Periods in terms of the Contract.

The Joint Venture hereby agrees and undertakes to ratify and confirm all the

whatsoever the said Attorney/Authorized Representatives/Partner in-charge quotes in the bid,

negotiates and signs the Contract with the Authority and/or proposes to act on behalf of the Joint

42

Venture by virtue of this Power of Attorney and the same shall bind the Joint Venture as if done

by itself.

IN WITNESS THEREOF the Partners Constituting the Joint Venture as aforesaid have executed

these presents on this ...........day of .......................under the Common Seal(s) of their

Companies.

For and on behalf of the

Partners of Joint Venture

The Common Seal of the above Partners of the Joint Venture:

The Common Seal has been affixed there unto in the presence of: WITNESS

1. Signature....................................................

Name..........................................................

Designation................................................

Occupation.................................................

2. Signature....................................................

Name......................................................

Designation................................................

Occupation..........................................................

43

Annexure A - Part M

FORM OF UNDERTAKING BY THE JOINT VENTURE PARTNERS

(On Non-Judicial Stamp Paper of Appropriate Value, if required as per laws of the country

of the bidder, to be purchased in the Name of Joint Venture)

THIS JOINT DEED OF UNDERTAKING executed on this ..........day of .......Two

Thousand and ..................by ....... a company incorporated under the laws of ............... and

having its Registered Office at........................(hereinafter called the "Party No.1 which expression

shall include its successors, executors and permitted assigns) and M/s ............... a company

incorporated under the laws of .................. and having its Registered Office

at...............(hereinafter called the "Party No.2" which expression shall include its successors,

executors and permitted assigns) and M/s ..........................a Company incorporated

under the laws of ....................and having its Registered Office at ................ (hereinafter called

the "Party No.3" which expression shall include its successors, executors and permitted assigns)

for the purpose of making a bid and form a Special Purpose Company (SPC) in accordance with

ITB Section 1.2.2 for entering into a Contract [hereinafter called the "Contract" in case of award]

for design, build, finance, operate, manage and transfer Marine Research Conservation &

Information Centre cum Oceanarium (MRCI CUM OCEANARIUM) and allied Facilities for

which bids have been invited by ………………………………..,

………………………..hereinafter called the "Authority".

WHEREAS the Party No.1, Party No.2 and Party No.3 have entered into an Agreement

dated................

AND WHEREAS the Authority invited bids for design, build, finance, operate, manage and

transfer Marine Research Conservation & Information Centre cum Oceanarium (MRCI CUM

OCEANARIUM) and allied Facilities as stipulated in the bidding documents.

AND WHEREAS ITB Clause 3.5 Qualification Criteria and ITB Clause 3.6 forming part of the

bidding documents, inter-alia, stipulate that an undertaking of two or more qualified partners,

meeting the requirements of ‘ Q u a l i f i c a t i o n Criteria of t h e Bidder', as applicable may bid,

provided, the Joint Venture fulfills all other requirements under Clause 5.7 ‘Qualification of the

Bidder’ and in such a case, the Letter of Bid (Bid Form) shall be signed by the Partner-in-

Charge so as to legally bind all the Partners of the Joint Venture, who will be jointly and

severally liable to perform the Contract and all obligations hereunder.

The above clause further states that this Undertaking shall be attached to the bid and the

Contract Performance Guarantee will be as per the format enclosed with the bidding

document without any restrictions or liability for either party.

AND WHEREAS the bid is being submitted to the Authority vide proposal No........dated...... by

Party

44

No.1 based on this Undertaking between all the parties; under these presents and the bid in

accordance with the requirements of ITB Clause 3.5 Qualification Criteria and ITB Clause

3.6 has been signed by all the parties.

NOW THIS UNDERTAKING WITNESSETH AS UNDER:

In consideration of the above premises and agreements all the parties of this Deed of Undertaking

do hereby declare and undertake:

1. In requirement of the award of the Contract by the Authority to the Joint Venture Partners, we,

the Parties do hereby undertake that M/s......... the Party No.1, shall act as Lead Partner and

further declare and confirm that we the parties to the Joint Venture shall form a SPC in

accordance with ITB Section 1.2.2 and shall jointly and severally be bound unto the Authority

for the successful performance of the Contract and shall be fully responsible to design, build,

finance, operate, maintain and transfer Marine Research, Conservation & Information Centre

cum Oceanarium (MRCI CUM OCEANARIUM) and allied Facilities in accordance with the

Contract.

2. In case of any breach or default of the said Contract by any of the parties to the Joint Venture,

the parties do hereby undertake to be fully responsible for the successful performance of the

Contract and to carry out all the obligations and responsibilities under the Contract in

accordance with the requirements of the Contract.

3. Further, if the Authority suffers any loss or damage on account of any breach in the Contract or

any shortfall in performance of the Project Facilities guaranteed as per the specification in

terms of the Contract, the Party(s) of these presents undertake to promptly make good such loss

or damages caused to the Authority, on its demand without any demur. It shall not be necessary

or obligatory for the Authority to proceed against Lead Partner to these presents before

proceeding against or dealing with the other Party(s), the Authority can proceed against any of

the parties who shall be jointly and severally liable for the performance and all other

liabilities/obligations under the Contract to the Authority.

4. The financial liability of the Parties of this Deed of Undertaking to the Authority, with respect

to any of the claims arising out of the performance or non-performance of the obligations set

forth in this Deed of Undertaking, read in conjunction with the relevant conditions of the

Contract shall, however not be limited in any way so as to restrict or limit the liabilities or

obligations of any of the Parties of this Deed of Undertaking.

5. It is expressly understood and agreed between the Parties to this Undertaking that the

responsibilities and obligations of each of the Parties shall be as delineated in Appendix - I (to

be suitably appended by the Parties along with this undertaking in its bid). It is further

undertaken by the parties that the above sharing of responsibilities and obligations shall not in

any way be a limitation of joint and several responsibilities of the Parties under the Contract.

6. It is also understood that this Undertaking is provided for the purposes of undertaking

joint and several liabilities of the partners to the Joint Venture for submission of the bid and

performance of the Contract if awarded and that this Undertaking shall not be deemed to give

rise to any additional liabilities or obligations, in any manner or any law, on any of the Parties

to this Undertaking or on the Joint Venture, other than the express provisions of the Contract.

7. This Undertaking shall be construed and interpreted in accordance with the provisions of

the Contract.

8. In case of an award of a Contract, we the parties to this Deed of Undertaking

45

do hereby agree that we shall be jointly and severally responsible for

furnishing a Contract Performance Security from a bank in favour of the Authority in the

currency/currencies of the Contract.

9. It is further agreed that this Deed of Undertaking shall be irrevocable and shall form an integral

part of the bid and shall continue to be enforceable till the Authority discharges the same or

upon the completion of the Contract in accordance with its provisions, whichever is earlier. It

shall be effective from the date first mentioned above for all purposes and intents.

IN WITNESS WHEREOF, the Parties to this Deed of Undertaking have through their authorized

representatives executed these presents and affixed Common Seals of their respective companies,

on the day, month and year first mentioned above.





Name ........................................

For Lead Partner (Party No.-1) For and on

behalf of M/s

Designation ..................................

Signature ..................................... Signature of

representative)

For Party No.-2

For and on behalf

M/s.......................

The authorized

Of

WITNESS:

I…………………………………….

II…………………………………….






Name ........................................

46






Name ........................................

Designation ..................................


representative)

of The authorized

WITNESS:

I…………………………………….

II…………………………………….

Designation ..................................

Signature ..................................... Signature of the authorized

representative)

WITNESS:

I…………………………………….

II…………………………………….