MUNICIPAL CORPORATION SHIMLA

(REVISED) REQUEST FOR PROPOSAL (RFP) FOR IMPLEMENTATION OF GREEN FEE IN SHIMLA CITY ON DBOT BASIS

CONTENTS
SECTION I SECTION II SECTION III SECTION IV : : : : PRELIMINARY PROJECT INFORMATION REPORT INSTRUCTION TO BIDDERS GUIDE LINES FOR PROJECT CONCESSION AGREEMENT ANNEXURE

March, 2012

Preliminary Project Report

1. INTRODUCTION: The Municipal Corporation vide M.C. Resolution No. ______ Date _____ has decided to levy and charge fee for development of tourism on the vehicles entering in Shimla town bearing registration numbers other than the State of Himachal Pradesh as follows w.e.f. 01-04-2012 1. Two Wheelers 2. Car & Jeep = = Rs. 100 Rs. 200

3. MUVs (Tata Sumo, Safari, Scorpio, Qualis, Bolero, Maxi Cab & Utility Vehicles) 4. Buses Trucks and other heavy Vehicles = Rs. 500 = Rs. 300

The above said charges will be collected at four barrier(s) i.e. N.H. 22 at Tara Devi on entry point of M.C. Limit, Totu near Tawi, Mehli near police post and Dhalli, Shimla. These rate of fee will be valid for a period of 7 days. The fee so levied is called Composite Environmental Fee (CEF). 2. PERMISSIBLE OBJECTS OF EXPENDITURE OF CEF: a) Provisions and maintenance of the tourism related services such as facility of parking, toilets, cleanliness of tourist spots environmental up-gradation, publicity, signages, public lighting etc: b) Assistance to the local body in maintaining the sanitation and infrastructural facilities at the tourist spots. c) building and maintaining parks and recreation centres, fountains or other such facility, which may enhance the tourism value of the area. d) take up developmental measures for various section of tourism industry and those engaged in directly related activities; e) Payment of expenditure related to the discharge of functions of Entry Fee Boundry, Office expenditure and creation of essential infrastructure.

3. AREA OF OPERATION: The area of operation of C.E.F. shall be within jurisdiction of M.C. Shimla which should be starting from M.C. Boundry i.e. Tara Devi, Totu, Mehli and Dhalli being the entry points.

4. SCOPE OF WORK: The MCS envisages contracting out the process of Green fee Collection, Operation and Maintenance at collection Barriers to an eligible private sector firm to be engaged through an open, competitive and transparent process i.e. by issuing notice inviting offer cum request for proposal. This will involve single stage bidding whereby the bidder will submit technical and financial bids. The bidder quoting the highest bid (H1) will be selected for concession period of one year. The selected bidder will undertake at its own cost (1) Green fee collection and development of Green fee plazas on behalf of MCS as per NHAI Standards, operation and maintenance for a period of two years. The identified collection barriers will be computerized and with proper signages, lighting including traffic light system and road markings etc. The Municipal Corporation Shimla will act as a facilitator in providing land and NOCs from Govt. Departments like NHAI, HPSEB, HPPWD and I&PH Department.

BIDDING PROCESS 1. 1.1.

Bidding Process Municipal Corporation Shimla have adopted a single stage process (referred to as the Bidding Process) for selection of the Bidder for award of the Project. The bidders (the Bidder) are being called upon to submit their Bids in accordance with the Bidding Documents. The qualification criteria for the bidders shall be as follows:

1.2.

1.2.1. The Bidder may be a single entity or group of entities (the Consortium) coming together to implement the Project. The Bidder may be Individual Company, or Consortium who meets the following qualification. Single Bidder or member(s) of Consortium should have completed three infrastructure projects like Bus Terminals, Parking Facility, Flyovers, Roads, Bridges or real estate projects etc. of total cost not less than Rs. 5.00 Cr in last 3 years as contractor or developer. OR Single Bidder or member(s) of Consortium should have minimum 02 years relevant experience in operation and management of tolling booths or toll plazas or interstate barrier or fee barriers or computerized information collection centres or implementation of egovernance service projects or system integration etc.

1.3.

The Single Bidder or Consortium shall meet the following financial criteria: Networth of the Bidder or Consortium should be Rs 1.00 Cr in the last FY ending on March 2011. Minimum annual turnover of the Bidder or Consortium in last three preceding financial years should be Rs 7.00 Cr.

1.4.

The members of Consortium, who claim experience or networth must hold atleast 26% each of the Concessionaires equity. Each such member shall continue to hold atleast 26% of the equity of the Concessionaire until the Commercial Operation Date of the Project is achieved under and in accordance with the provisions of the Concession Agreement. Entities that comprise of a Consortium shall nominate a Lead Member to represent the Bidder. The maximum number of members in a Consortium is limited to three (3). Lead member of the Consortium shall subscribe to equity share of atleast 51% in the Consortium. Change in Composition of Consortium 1.7.1. The change in composition of consortium during Bidding Process shall be permitted by MCS provided 1.7.2. Lead member continues to be Lead member of the Consortium;

1.5.

1.6. 1.7.

1.7.3. the substitute is at least equal, in terms of technical capacity and financial capacity, to the Consortium Member who is sought to be substituted and the modified Consortium shall continue to meet the prequalification; and 1.7.4. the new Member(s) expressly adopt(s) the Bid already made on behalf of the Consortium as if it were a party to it originally.

1.8.

Approval for change in the composition of a Consortium shall be at the sole discretion of MCS as the case may be and must be approved by the MCS as the case may be in writing. The modified/ reconstituted Consortium shall be required to submit a revised Consortium Agreement. The Bid shall be accompanied by a Bid Security in Indian Rupees for an amount of Rs 100 Lakhs (Rupees One Hindered Lakhs). The Bid Security shall be in the form of Bank Guarantee from a Bank drawn in favour of Municipal Corporation Shimla , payable at Shimla. MCS shall be fully entitled to disqualify any Bidder from bidding process for any reasons whatsoever including but not limited to the following reasons: Bid not accompanied by Bid Security Failure to submit the requisite information (including any additional information requested by MCS) and supporting documents within the required timeframe. Material inconsistencies in the information submitted. Willful misrepresentation in any document. If a party or entity submits more than one Bid either independently or as part of different Consortium or have Conflict of Interest or Change in Consortium during bidding process without prior written approval of MCS. Failure to meet qualification criteria or eligibility as set forth in this RFP Failure to meet obligations related to Validity Period of bid and Bid Security and failure to extend the Validity Period and Bid security. Conflict of Interest If Bid contains any condition or qualification or any other stipulation and qualify as conditional bid in opinion of MCS. Apparent failure to meet any obligations required.

1.9.

1.10.

1.11. 1.12.

In the event MCS disqualifies any bidder under the above mentioned clause, the amount of security deposited shall be refunded. The Bid Security shall be forfeited by MCS, at its sole discretion in the following cases:

If the Bidder submits nonresponsive Bid. If the Bidder engages in a corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice. The bidder withdraws its bid after Bid Due Date and during Bid Validity Period, including any period of extension. In the case of a Preferred Bidder, if it fails to fulfill the preconditions to execution of agreement setforth in the Bidding Document or the Notice of Award as the case may be and sign the Concession Agreement. In case the bid of the bidder is determined as being non-responsive due to its being conditional or qualified or for any other reason, in the opinion of MCS. The Bidder is disqualified. Apparent failure to meet obligations Change in Consortium structure or withdrawal of Consortium Member from Consortium before execution of Concession Agreement. MCS may proceed with award of Concession Agreement if it is of opinion that the other members of the Consortium are still capable of carrying out the Project or that they have provided a suitable and acceptable substitute with equal or better qualifications

1.13. 1.14.

The Bid shall remain valid for a period not less than 90 days from the Bid Due Date. The evaluation of technical bid will be on Pass/ Fail basis and the assessment will be based on eligibility criteria specified in the RFP document. Evaluation of financial bid shall be based on the bidding parameter i.e Annual Concession Fee. The reserve price of the concession fee has been fixed as Rs. 6.00 Crores/Annum. The Bids will be ranked on the basis of Annual Concession Fee payment. The Bidder quoting the highest Annual Concession Fee would be ranked HI. The successful Bidder shall be notified in writing by MCS by issuing the Notice of Award (NOA). Following the issuance of the Notice of Award, the Concessionaire shall be required to meet the pre conditions specified therein and in the Concession Agreement, and sign the Concession Agreement, as per the draft of the Concession Agreement provided in the Bidding Documents. In the event of refusal, inability or failure of the selected bidder complying evaluated bid to make good his bid by entering into Concession Agreement within specified period, the MCS shall forfeit the Bid Security or Performance Security as the case may be of such bidder. In such event, the MCS shall consider the next complying or qualified highest evaluated bid for the award, by inviting him to revalidate or extend its Bid Security,

1.15.

1.16. 1.17.

1.18.

as necessary, and match the Bid of the Highest complying Bidder and if the Bidder matches the bid of the H1 Bidder, it shall be the selected bidder. If the same fails to execute the Concession Agreement with the MCS, its Bid Security shall likewise be forfeited and MCS shall consider next complying and qualified evaluated bid, and so on until a concession agreement has been entered into. In case, MCS is unable to execute the Concession Agreement with any of the complying and qualified bidders due to refusal of later, MCS shall cancel the Bidding Process and may subject the Project to rebidding.

1.19.

Preconditions to execution of Concession Agreement to be fulfilled by the Concessionaire:

(i)

unconditional and irrevocable Bank Guarantee as Performance Security in accordance with provisions of the Concession Agreement; certified copies of its constitutional documents and board resolutions authorizing the execution, delivery and performance of the Concession Agreement by the Concessionaire; and a legal opinion from the legal counsel of the Concessionaire with respect to the authority of the Concessionaire to enter into the Concession Agreement and the enforceability of the provisions thereof;

(ii)

(iii)

Concession Agreement
THIS AGREEMENT is entered into on this the *** day of ***, 20**

AMONGST

THE MUNICIPAL CORPORATION SHIMLA (MCS) represented by its Commissioner and having its principal offices at The Mall, Shimla, Himachal Pradesh (hereinafter referred to as the "Authority" which expression shall, unless repugnant to the context or meaning thereof, include its administrators, successors and assigns) of ONE PART;

AND 2 [**** LIMITED], a company incorporated under the provisions of the Companies Act, 1956 and having its registered office at ****, (hereinafter referred to as the "Concessionaire" which expression shall, unless repugnant to the context or meaning thereof, include its successors, and permitted assigns and substitutes) of the SECOND PART.

WHEREAS:

(A) The Authority had resolved to implementing Green Fee Scheme in Shimla Town on Design Build, Operate and Transfer (DBOT) on the entry of vehicles from outside the state in accordance with the terms and conditions to be set forth in a concession agreement. (B) The Authority had accordingly invited proposals by its Tender Notice No. *** dated *** (the "Tender Notice") for selection of highest bidder including, inter alia, the consortium comprising ****, **** and **** (collectively the "Consortium") with **** as its lead member. (C) The Authority had prescribed the technical and financial terms and conditions, and invited bids for undertaking the Project. (D) The Consortium has since promoted and incorporated the Concessionaire as a limited liability company under the Companies Act 1956, and has requested the Authority to accept the Concessionaire as the entity which shall undertake and perform the obligations and exercise the rights of the Consortium under the LOA, including the obligation to enter into this Concession Agreement pursuant to the LOA for executing the Project.

(E) By its letter dated ***, the Concessionaire submitted the Contract Performance Security of Rs 1.00 Crores (Rs. 50.00 Lakhs as FDR and Rs. 50.00 Lakhs as Bank Guarantee) and has also joined in the said request of the Consortium to the Authority to accept it as the entity which shall undertake and perform the obligations and exercise the rights of the Consortium including the obligation to enter into this Concession Agreement pursuant to the LOA. The Concessionaire has further represented to the effect that it has been promoted by the Consortium for the purposes hereof. (F) The Authority has agreed to the said request of the Consortium and the Concessionaire, and has accordingly agreed to enter into this Concession Agreement with the Concessionaire for execution of the Project on DBOT basis, subject to and on the terms and conditions set forth hereinafter. (G) The Concession period will be a period of one year. The concessionaire will be authorized to collect toll tax from the date of signing of concession agreement however, he will design, built the toll barriers with in a period of one month as per the NHAI Standards. This one month period will be termed as construction period and will be included in the concession period. NOW THEREFORE in consideration of the foregoing and the respective covenants and agreements set forth in this Concession Agreement, the sufficiency and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

Definitions & Interpretations Article 1 Definitions

The words and expressions beginning with capital letters and defined in this Agreement shall, unless the context otherwise requires, have the meaning ascribed thereto herein, and the words and expressions defined in the Schedules and used therein shall have the meaning ascribed thereto in the Schedules.

Interpretation
In this Agreement, unless the context otherwise requires, (a) references to any legislation or any provision thereof shall include amendment or re-enactment or consolidation of such legislation or any provision thereof so far as such amendment or re-enactment or consolidation applies or is capable of applying to any transaction entered into hereunder; references to laws, laws of India or Indian law or regulation having the force of law shall include the laws, acts, ordinances, rules, regulations, bye laws or notifications which have the force of law in the territory of India and as from time to time may be amended, modified, supplemented, extended or re-enacted; references to a "person" and words denoting a natural person shall be construed as a reference to any individual, firm, company, corporation, society, trust, Authority, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the above and shall include successors and assigns; the table of contents, headings or sub-headings in this Agreement are for convenience of reference only and shall not be used in, and shall not affect, the construction or interpretation of this Agreement; the words "include" and "including" are to be construed without limitation and shall be deemed to be followed by "without limitation" or "but not limited to" whether or not they are followed by such phrases; references to "construction" include, unless the context otherwise requires, investigation, design, developing, engineering, procurement, delivery, transportation, installation, processing,

(b)

(c)

(d)

(e)

(f)

fabrication, testing, commissioning and other activities incidental to the construction, and "construct" shall be construed accordingly; (g) any reference to any period of time shall mean a reference to that according to Indian Standard Time; any reference to day shall mean a reference to a calendar day; references to a "business day" shall be construed as a reference to a day (other than a Sunday) on which banks in Shimla are generally open for business; any reference to month shall mean a reference to a calendar month as per the Gregorian calendar; references to any date, period or Project Milestone shall mean and include such date, period or. Project Milestone as may be extended pursuant to this Agreement; any reference to any period commencing "from" a specified day or date and "till" or "until" a specified day or date shall include both such days or dates; provided that if the last day of any period computed under this Agreement is not a business day, then the period shall run until the end of the next business day; the words importing singular shall include plural and vice versa; references to any gender shall include the other and the neutral gender; "lakh" means a hundred thousand (100,000) and "crore" means ten million (10,000,000); "indebtedness" shall be construed so as to include any obligation (whether incurred as principal or surety) for the payment or repayment of money, whether present or future, actual or contingent; references to the "winding-up", "dissolution", "insolvency", or "reorganisation" of a company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganisation, arrangement, protection or relief of debtors; dissolution,

(h) (i)

(j)

(k)

(l)

(m) (n)

(o)

(p)

(q)

(r)

(s)

any reference, at any time, to any agreement, deed, instrument, licence or document of any description shall be construed as

reference to that agreement, deed, instrument, licence or other document as amended, varied, supplemented, modified or suspended at the time of such reference; provided that this Subclause shall not operate so as to increase liabilities or obligations of the Authority hereunder or pursuant hereto in any manner whatsoever; (t) any agreement, consent, approval, authorisation, notice, communication, information or report required under or pursuant to this Agreement from or by any Party or the Independent Engineer shall be valid and effective only if it is in writing under the hand of a duly authorised representative of such Party or the Independent Engineer, as the case may be, in this behalf and not otherwise; the Schedules and Recitals to this Agreement form an integral part of this Agreement and will be in full force and effect as though they were expressly set out in the body of this Agreement; references to Recitals, Articles, Clauses, Sub-clauses or Schedules in this Agreement shall, except where the context otherwise requires, mean references to Recitals, Articles, Clauses, Sub-clauses and Schedules of or to this Agreement, and references to a Paragraph shall, subject to any contrary indication, be construed as a reference to a Paragraph of this Agreement or of the Schedule in which such reference appears; and the damages payable by either Party to the other of them, as set forth in this Agreement, whether on per diem basis or otherwise, are mutually agreed genuine pre-estimated loss and damage likely to be suffered and incurred by the Party entitled to receive the same and are not by way of penalty (the "Damages").

(u)

(v)

(w)

1.1.2

Unless expressly provided otherwise in this Agreement, any Documentation required to be provided or furnished by the Concessionaire to the Authority and/ or the Independent Engineer shall be provided free of cost and in three copies, and if the Authority and/or the Independent Engineer is required to return any such Documentation with their comments and/or approval, they shall be entitled to retain two copies thereof. The rule of construction, if any, that a contract should be interpreted against the parties responsible for the drafting and preparation thereof, shall not apply. Any word or expression used in this Agreement shall, unless otherwise defined or construed in this Agreement, bear its ordinary English meaning and, for these purposes, the General Clauses Act 1897 shall not apply.

1.1.3

Measurements and arithmetic conventions

All measurements and calculations shall be in the metric system and calculations done to 2 (two) decimal places, with the third digit of 5 (five) or above being rounded up and below 5 (five) being rounded down.

Priority of Agreements and errors/discrepancies

This agreement, and all other agreements and documents forming part of this agreement are to be taken as mutually explanatory and, unless otherwise expressly provided elsewhere in this agreement, the priority of this agreement and other documents and agreements forming part hereof shall, in the event of any conflict between them, be in the following order: (a) (b) this agreement; and all other agreements and documents forming part hereof;

i.e. the agreement at (a) above shall prevail over the agreements and documents at (b) above.

1.1.4

Subject to Clause 1.4.1 in case of ambiguities or discrepancies within this Agreement, the following shall apply: (a) between two or more Clauses of this Agreement, the provisions of a specific Clause relevant to the issue under consideration shall prevail over those in other Clauses; between the Clauses of this agreement and the Schedules, the Clauses shall prevail and between Schedules and Annexes, the Schedules shall prevail; between the written description on the Drawings and the Specifications and Standards, the latter shall prevail; between the dimension scaled from the Drawing and its specific written dimension, the latter shall prevail; and between any value written in numerals and that in words, the latter shall prevail

(b)

(c)

(d)

GRANT OF THE CONCESSION ARTICLE -2

2. 2.1.
Grant of Concession 2.1.1. The Concessionaire will design, develop, construct, establish, finance, manage, operate and maintain the Project Facilities regulate the use and collect & transfer green fees to MCS on monthly basis in 12 installments of the Concession Period. 2.1.2. The Concessionaire will provide assistance and attendant facilities to MCS and its agencies in undertaking statutory functions. 2.1.3. The Concessionaire will enjoy complete and uninterrupted possession of and control over the Project Sites as per the provisions of NHAI specification not interfering with the Rights of Way. The Concessionaire will have access and license to the Project Sites for the purpose of and to the extent conferred by the provisions of this Agreement. 2.1.4. The Concessionaire will demand, levy, collect, retain and appropriate Green Fee from Vehicles entering MC limits in accordance with the provisions hereof. 2.1.5. The Concessionaire will collect, for and on behalf of MCS (and in accordance with the provisions of this Agreement), the State Levies, as may be required by MCS to be collected by the Concessionaire as part of the Project in accordance with this Agreement and deposit the same into the State Accounts. 2.1.6. The Concessionaire will perform or fulfill all of the Concessionaires obligations under and in accordance with this Agreement. 2.1.7. The Concessionaire will bear and pay all costs, expenses and charges in connection with or incidental to performance of the obligations of the Concessionaire under this Agreement. 2.1.8. Exercise such other rights as MCS may determine as being necessary or desirable for the purposes incidental and necessary for implementing the Project. 2.1.9. The Concessionaire will not assign, transfer or sublet or create any lien or Encumbrance on this Agreement, or the Concession hereby granted or on whole or any part of the Project nor transfer, lease or part possession thereof, save and except as expressly permitted by this Agreement or the Substitution Agreement. Concession Period

2.2.

2.2.1. The Concession Period shall commence on and from the Compliance Date /signing of concession agreement and shall extend for a period of 02 years from such date or the earlier termination or any extension of this Agreement in terms hereof. The concessionaire will design, built and

operate the toll barriers in a period of one month from the date of signing of concession agreement. This period will be termed as construction period. For the avoidance of doubt, the Concession Period shall include the Construction Period.

2.3.

Conditions Precedent to be satisfied by MCS

2.3.1. Procure approval of the Competent Authorities i.e. NHAI, HPPWD, HPSEB, I&PH Department that would enable the Concessionaire to establish the minor Check posts on the Project Sites within right of way of the road corridor and Project Facilities for major Checkposts including approach road or service road, security post etc. along the road corridors or within right of way of the road corridor as the case may be. 2.3.2. Provide to the Concessionaire the Right of Way together with all way leaves, easements, unrestricted access necessary for construction, operation and maintenance of the minor Checkpost Facilities in the right of way of the road corridors; 2.3.3. Make the requisite land use changes in respect of the Project Sites, if any required, at its own cost and expense;

2.4.

Compliance Period for fulfillment of Conditions Precedent

2.4.1. Each Party shall make all reasonable endeavors at its respective cost and expense to procure the satisfaction in full of the Conditions Precedent relating to it within a period of 30 (Thirty) days from the date of execution of this Agreement or such other time period as may be extended by mutual agreement.

2.5.

Damages for delay by MCS

2.5.1. In the event that (i) MCS does not procure fulfillment the Conditions Precedent related to Project Sites set forth in 2.4 within the period specified in respect thereof, and (ii) delay has not occurred as a result of breach of this Agreement by the Concessionaire or due to Force Majeure, the MCS shall pay to the Concessionaire, Damages in an amount calculated at the rate of 0.1% of the Performance Security for each days delay until the fulfillment of such Conditions Precedent, subject to maximum 20% of the Performance Security.

2.6.

Performance Security

2.6.1. For securing the performance of its obligations and the terms and conditions, by the Concessionaire from the date of execution of the Concession Agreement and until the date of Completion of concession period, the Concessionaire shall within 01 (one) week of the date of the Letter of Acceptance, deliver to the MCS a Nationalized bank demand draft equal to Rs. 50.00 Lakhs and a bank guarantee of Rs. 50.00 Lakhs (Total of Rs. 1.00 Crores) as performance security deposit which shall be refunded to the concessionaire without interest after the successful completion of concession period. In case of breach of any of the conditions of the concession agreement the said amount of security shall be forfeited in favour of Municipal Corporation Shimla.

2.6.2. For securing the due and punctual performance of obligations of the Concessionaire under this Agreement during the Operation Period the concessionaire will submit twelve post dated cheques for the amount of final bid and the concessioning authority i.e. MCS will realize the cheques on first day of the month of the total concession period of one year.

2.7.

Designs and Drawings

2.7.1. The Concessionaire in consultation with NHAI and other User Departments shall prepare and submit within one month i.e. Compliance Date the workflow and system requirement and design report and completion of the project to the Steering Committee. 2.7.2. The Concessionaire may prepare and submit the Designs and Drawings specific to each Checkposts in such sequence as is consistent with the Project Completion Schedule.

2.8.

Construction

2.8.1. The concessionaire shall complete the construction of Green fee barriers with in 30 days from the Compliance Date. This shall be the scheduled construction completion date (the Scheduled Construction Completion Date) and the Concessionaire agrees and undertakes that the Project shall be completed on or before the Scheduled Construction Completion Date. However the concessionaire will be entitled to collect green fees from vehicles entering M.C. Limits from the date of signing of concession agreement.

2.9.

Steering Committee

2.9.1. MCS shall constitute the Steering Committee for monitoring the Project during Concession Period. The Concessionaire shall be entitled to nominate one person as a member of the Steering Committee. 2.9.2. 2.9.3. The Steering Committee for project shall comprise of following members Commissioner, Municipal Corporation, Shimla, Assistant Commissioner, M.C. Shimla, Project Director, M.C. Shimla, Nominee of Concessionaire as an Observer

2.10.

Concession Fee

2.10.1. The Concessionaire shall, with effect from COD (Commercial Operation Date) and during Operation Period pay to MCS the Concession Fee for one year of the Operation Period in the form of post dated cheques to be realized on the seventh day of every month. 2.10.2. The Concession Fee payable shall be due and payable in monthly installments. The Concessionaire shall deposit Twenty Four post dated cheques of the amount totaling to the amount of the highest bid (H1) in addition to the performance security.

2.11.

Fee

2.11.1. Fee shall be collected at the Checkpost Facilities from Vehicles coming from out side the States bearing registration number of the respective states as the case may be requiring to check at the Checkpost Facility and using the whole or part of the Project Facilities. The Concessionaire shall be entitled to set up at its own risk and cost, and in consultation with MCS, establish check point or impose such other restrictions, as may be reasonably be necessary for preventing evasion of the Checkpost Facilities by any Vehicle. 2.11.2. The MCS expressly recognises that if any User fails to pay applicable Fee, the Concessionaire may exercise all rights and remedies available under the Applicable Laws for recovery of the applicable Fee. 2.11.3. The amounts collected as Fee shall be deposited by the Concessionaire in its Escrow Account and shall be recorded and accounted separately from the amounts collected as Green Fees. 2.11.4. Fee Structure 2.11.4.1. Processing Fee for Vehicle Processing Fee shall be collected from every Transport Vehicle defined under Motor Vehicle Act 1988 and any amendment, replacement thereof which are registered out side the state of Himachal Pradesh. Transport Vehicles means public service vehicle, goods carriage, en educational institution bus or a private service vehicle. SN 1 2 3 Category of Vehicle Two Wheeler Car & Jeep Processing Fee Vehicle per Entry Rs 100/Rs 200/per

MUVs (Tata Sumo, Safari, Rs 300/Scorpio, Qualis, Bolero, Maxi Cab & Utility Vehicles) Buses, Trucks heavy vehicles and other Rs. 500/-

4.

2.11.4.2. 2.11.4.3. 2.11.4.4.

Detention Charges : All vehicles not paying the Green Fee will be detained in the detention area and will be charged Rs. 50/- per day. The Charges shall be effective from COD of the Project Facility Exempted Vehicles : Following category of vehicles shall be exempted from paying the Fee at Checkpost:

All non transport vehicles on which no taxes are payable under Motor Vehicle Act shall be exempted from paying Processing Fee for Vehicle. Defence convoys Light Motor Vehicles belonging to Vice President, Ministers, Speakers, Deputy Speakers, Judges of High Court of H.P., Members of Parliament and Member of Legislative Assembly elected from Himachal Pradesh. Ex member of Parliament and Member of Legislative Assembly elected from Himachal Pradesh. Ambulances and vehicles specially design to be used by physically handicapped persons. LMV belonging to Gallantry Award Winner ex-serviceman and their families i.e. recipients of Param Veer Chakra, Ashok Chakra, Maha Veer Chakra, Kirti Chakra, Shourya Chakra etc. 2.11.5. Revision of Fee: The Parties hereto acknowledge and agree that the Fee specified herein as applicable on COD (the Base Fee) shall be revised annually on April 1. 2.11.6. The Concessionaire may, after obtaining prior written approval of the MCS which approval the MCS may in its discretion deny, determine and collect a discounted Fee (the Differential Fee) during off peak hours, to bulk users or for timely or early payment.

2.12.

State Accounts

2.12.1. Prior to COD, the Concessionaire will inform MCS of the specific bank account of the Concessionaire (the State Account) into which the Green Fee collected shall be deposited. MCS has the right to inspect the account to have a check on the Green Fee collections. All Green Fee shall immediately and no later than every day be deposited/transferred into the relevant State Account. 2.12.2. The Concessionaire shall operate the account independently with monthly information to MCS. The Concessionaire shall maintain adequate records and accounts of the amount of Green Fee collected in each day and the details relating to such Green Fee collected and provide the same to MCS. 2.12.3. Any deviation and deficiency in performance of this obligation shall constitute breach of this Agreement.

2.13.

Change in Law

2.13.1. If as a result of Change in Law, the Concessionaire suffers an increase in costs or reduction in net after-tax return or other financial burden, the aggregate financial effect of which exceed the higher of Rs 1 crore (Rupees one crore) and 0.5% (zero point five percent) of the Fee revenue in any Financial Year, the Concessionaire may so notify the MCS and propose

amendments to this Agreement so as to place the Concessionaire in the same financial position as it would have enjoyed had there been no such Change in Law resulting in the cost increase, reduction in return or other financial burden as aforesaid. Upon notice by the Concessionaire, the Parties shall meet, as soon as reasonably practicable but no later than 30 (thirty) days from the date of notice, and either agree on amendments of this Agreement or on any other mutually agreed arrangement; 2.13.2. For the purposes of placing the Concessionaire in the same financial position as it would have enjoyed had there been no Change in Law affecting the costs, returns or other financial burden or gains, the Parties shall rely on the Financial Model to establish a net present value (the NPV) of the net cash flow and make necessary adjustments in costs, revenues, compensation or other relevant parameters, as the case may be, to procure that the NPV of the net cash flow is the same as it would have been if no Change in Law had occurred. 2.13.3. The parties acknowledge and agrees that the demand for cash compensation shall be restricted to the effect of Change in Law during the respective Financial Year and shall be made at any time after commencement of such year, but not later than one year from the close of such Financial Year. Any demand for cash compensation payable for and in respect of any subsequent Financial Year shall be made after the commencement of the Financial Year to which the demand pertains, but no later than two years from the close of such Financial Year. 2.13.4. MCS shall not in any manner be liable to reimburse to the Concessionaire any sums on account of a Change in Law if the same are recoverable from the Users.

SCOPE OF THE PROJECT The MCS envisages contracting out the process of Toll Collection, Operation and Maintenance at Toll Barriers to an eligible private sector firm to be engaged through an open, competitive and transparent process i.e. by issuing notice inviting offer cum request for proposal. This will involve single stage bidding whereby the bidder will submit technical and financial bids. The bidder quoting the highest bid (H1) will be selected for concession period of one year. The selected bidder will undertake at its own cost (1) toll collection development of toll plazas on behalf of MCS as per NHAI Standards, operation and maintenance for a period of one year. The identified toll barriers wiil be computerized and with proper signages, lighting including traffic light system and road markings. The Municipal Corporation Shimla will act as a facilitator in providing land and NOCs from Govt. Departments like NHAI, HPSEB, HPPWD and I&PH Department

3. 3.1.

Project Scope The Concessionaire shall design, finance, procure, construct, operate, maintain and manage the Checkposts specified in the Annexure 1 on DBOT basis where MCS shall provide the Vacant Possession of lands for such Checkposts under valid lease deed. Wherein MCS shall provide the license and Right of Way to Concessionaire to construct, operate and maintain the Checkpost Facilities. Checkposts: Each Checkpost shall have minimum following provisions: 3.2.1. Off-street drive-through toll plaza for incoming and outgoing traffic with main entry and exit, approach road, minimum number of lanes as specified in the Agreement and operator booths. The Vehicle, into or out of Checkpost, shall be guided on to a lane with adequate signage system; 3.2.2. Lighting including high mast lighting; 3.2.3. CCTV Camera for surveillance; 3.2.4. Traffic light system; 3.2.5. Communication system; 3.2.6. Road markings and information signage; and 3.2.7. Each lane should have following minimum provision: Display system for display of information/instruction for the vehicle operator; and Lane operator control booth with system components like terminal, printer, UPS, document scanner, bar code reader etc for data and transaction processing. 3.2.8. The other essential project facilities identified for checkposts shall be provided based on the size of Checkpost. These include

3.2.

Detention area; Administrative office; Public conveniences; Security booth and police outpost; Public address system.; and Utilities like power supply with standby power, sewerage system, drainage system, water supply system; 3.2.9. For avoidance of doubt, it is clarified that two separate transaction windows shall be provided for E&T and other User Department.

3.2.10. The width of the lane shall be 3.75 m wide. The one of the lane in each direction of traffic shall be 5.0 m wide to accommodate upsized vehicles. The above specification of lane width shall be available for minimum length of 25m. 3.2.11. A separate lane system shall be provided for various categories of vehicles/ These may include: Multi axle and oversized Vehicles; Passenger vehicles; and 3.2.12. The minimum size of operator toll booth shall be 1.55mx 2.1m and will be provided with required furnishing, terminals, peripheral equipments, and support equipment linked to computerized system and telecommunication facility for data entry/information collection, payment collection and printing, issuing and accounting of tickets/toll/receipts.

3.2.13. The Concessionaire shall be responsible for maintenance of the Administrative Office space of User Departments. For avoidance of doubt, it is clarified that MCS shall be responsible for its establishment cost and expenses like telephone, communication, overheads etc.

3.3.

Detention Area 3.3.1. Detention area shall be provided for the parking of vehicles which are detained or impounded due to infringement of the applicable law. The minimum capacity of detention area shall be about 2% of the projected peak hour traffic. The vehicles shall be detained for maximum 14 days, with intimation to the MCS authority beyond which, MCS shall be responsible for its removal from the detention area. 3.3.2. Concessionaire shall have right to demand, collect and charge the Fees from Vehicles or User Department as the case may be for using detention area at the rate notified by MCS.

3.4.

Commercial Facility The Concessionaire shall seek prior consent of the MCS to connect any Commercial Facilities to the Project Facility and such consent shall not unreasonably withheld.

3.5.

Service Level Indicators

S.No.

Level of Service Indicator

Service Level/ Response/Repair Time

Frequency of Monit oring

A 1 2

Service Levels Average queue length in the lane Average waiting period for a vehicle in the operator lane Average time for the service at the operator lane counter (measured from time the Vehicle enters the entry boom barrier to time it exit the exit boom barrier). Management Customer complaint Response time within 5 days Towing of Vehicle within 30 minutes Monthly Not more than vehicle per lane Not more than 15 minutes 6 Continuous Continuous

Not more than 3 minutes) Applicable upto 3 transactions by a single Vehicle) In case of multiple transactions more than 3 by a single vehicle, the metrics shall be multiplied by the number of transactions

Continuous

B 1
2

Breakdown of vehicles in the facility Emergency Response and Fire Fighting Reporting to Competent Authorities on

Continuous

Repair within 24 hours Monthly

Response Time within Monthly 5 days

S.No.

Level of Service Indicator

Service Level/ Response/Repair Time

Frequency of Monit oring

Statutory Compliance
C 1

Green Fees Transfer of Green Fees into State Account

Should be deposited on same day or next working day before 11.00am.