Minutes of the Pre-Bid Meeting for the PPP projects of Delhi Police held on 07 th June 2010 (11.30 A.M.) at Delhi Police Headquarters

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Minutes of the Pre-Bid Meeting for the PPP projects of Delhi Police held on 07 th June 2010 (11.30 A.M.) at Delhi Police Headquarters The meeting was chaired by Special Commissioner of Police (Administration). The following officials were present: 1) Joint Commissioner of Police, New Delhi Range 2) Joint Commissioner of Police, Headquarters 3) Joint Commissioner of Police, General Administration 4) Additional Deputy Commissioner of Police, General Administration 5) PPP Expert, Ministry of Home Affairs 6) Representatives of M/s IDFC (Transaction Advisor) (a) Shri Aashish Kapur (b) Shri Ashish Sharma 7) Representatives of M/s Sikka and Associates (Technical Consultant for Police Headquarters Building) (a) Shri Raman Sikka (b) Shri Tanveer Chadha 8) Representatives of M/s Peddle Thorpe, Melbourne and M/s Kapoor & Associates (Technical Consultant for ) (a) Shri Rakesh Kapoor (b) Ms. Meena Kapoor (c) Shri Rajiv Khanna 9) Representatives of potential bidders: (a) M/s Larsen & Toubro (b) M/s Lanco Infratech (c) M/s Ramky Infrastructure Limited (d) M/s IL&FS PMSL (e) M/s Punj Lloyd (f) M/s Tata Realty and Infrastructure (g) M/s Nagarjuna Constructions (h) M/s NBCC (i) M/s UNITECH (j) M/s Unity Infrastructure (k) M/s OMAXE Infrastructure (l) M/s YFC Projects Joint Commissioner of Police, Headquarters and PPP Expert, MHA outlined the backdrop to the meeting. Delhi Police had issued the Request for Qualification (RfQ) notice on 19 th May 2010 inviting private sector entities to apply for undertaking two

projects of Delhi Police through the PPP route. The projects include the development of a new Delhi Police headquarters building at Parliament Street and an integrated housing complex for Delhi Police personnel at Dheerpur. The Transaction Advisor made a brief presentation on the different facets of the two projects, following which the written queries submitted by the potential bidders were discussed. Subsequently, the participants were provided with an opportunity to seek additional clarifications, if any, regarding the projects. The responses to all the queries are placed at Annexure-I. The representatives of the potential bidders were informed that the demand drafts to be submitted as part of their response to the RfQ need to be made in favour of The Deputy Commissioner of Police, Headquarters, Delhi Police and payable at New Delhi instead of Delhi Police as mentioned in the RfQ notice dated 19 th May 2010. It was then decided to facilitate a visit for the potential bidders to both the sites for a greater appreciation of the location and project requirements. The site visit was undertaken subsequent to the pre-bid meeting on the same date. The meeting ended with a vote of thanks to the Chair. Sd/- (R.S. CHAUHAN) Dy. Commissioner of Police, Land and Building Cell,PHQ. 5730 L&B Cell(DA-II), PHQ Delhi, dated 16.06. 2010. Copy to Incharge Computer Cell/PHQ alongwith soft copy for placing the same on Delhi Police website for information and necessary action of all bidders.

Annexure I: to Queries to Queries for the PPP projects of Delhi Police held on 07th June 2010 (11.30 A.M.) at Delhi Police Headquarters REF: RFP-4501/ L&B CELL (DP) Dated 19th May 2010 and RFP-4502 L&B CELL (DP) Dated 19th May 2010 Sl. Clause 1. 1.2.8 2. General 3. General 4. General 5. 1.1.3 Police Headquarters Time frame the timeframe for the project will start from when? And will it include the time for obtaining approvals (EIA, etc). Whose responsibility would it be to obtain the approvals? Role of architect will the architects appointed by Government be involved at the time of construction? In the Dheerpur project, would there be a phase wise completion dates? For the Dheerpur Project, how would the land be transferred to private player? is it only on the basis of Concession Agreement? Are interiors included in Police Headquarters Project? The details would be provided in the Request for Proposal document (RfP). The role of architects shall end with the completion of bidding process The details would be provided in the RfP Development rights would be granted by means of a Concession in accordance with the provisions of the Concession Agreement. The details would be provided in the RfP

Clause Project 6. 1.1.1 7. 1.2.1 and 3.5.2 8. General 9. General 10. General 11. General 12. General In the project costing (Clause 1), the CPWD rates are used for which year? Can we do away with the requirement of 6 bidders in RfQ? How much time would the developer get post RfP for surveys e.g. geotech surveys, topographic surveys, etc? While construction, re-routing of traffic shall be required at the construction site. Whose responsibility will it be? With respect to the utility connections for Police Headquarters Project and Dheerpur who will pay for the security deposit and under whose name will it be? Who will prepare the submission drawings? Will there be minimum service support/obligations to Delhi Police in The CPWD rates for year 2007 have been used which are indexed to the current year as per the applicable guidelines. The provisions of the Request for Qualification document (RfQ) shall prevail. Adequate time would be provided to the bidders for preparation of documents and obtaining different approvals. The details would be provided in the RfP. Geotechnical and topographic surveys have already been undertaken by the architects. The data pertaining to the same shall be part of the RfP The details would be provided in the RfP. The details would be provided in the RfP. The details would be provided in the RfP The details would be provided in the RfP

Clause Schools and Hospitals and other infrastructure 13. 2.2.2 Police Headquarters Project 14. General Police Headquarters Project 15. General 16. General 17. 2.2.2 and 3 Police Headquarters Project 18. 2.2.2 A and 3 In the Police Headquarters Project Clause 2.2.2, can we include Road and Bridges in Category 3 for computing experience? For the Police Headquarters Project, what is the liability of the constructor for the Heritage Building, during and after the construction? For the Dheerpur Project, what is the quantum of development area for the commercial aspects? During the period of construction, who shall have the responsibility of obtaining water and electricity connections? For computation of experience in the Police Headquarters project (Clause 2.2.2 and Clause 3) would real estate be included for the Police Headquarters Project? For computation of experience in the Dheerpur housing project, (Clause 2.2.2 A and Clause 3) the construction of Malls, No, The provisions of the RfQ document shall prevail The details would be provided in the RfP The details would be provided in the RfP. The details would be provided in the RfP.. Please refer to Clause 3.2.1 of the RfQ. The provisions of the RfQ shall prevail Please refer to Clause 3.2.1 of the RfQ. The provisions of the RfQ shall prevail.

Clause 19. 1.2.8 20. General 21. 1.1.4 22. 1.2.2 23. 1.2.9 24. 2.2.2 Office building, IT buildings should be included in the construction experience. It is requested to provide the tentative time period allocated for Annuity (Clause 1.2.8) enabling analysis of the feasibility of the bid. It is requested to provide the Specifications to be followed in different category of Houses, commercial complex, School, Hospitals etc for enabling analysis of the feasibility of the bid. Clause 1.1.4 states that "Estimated Project Cost" shall be revised. Kindly provide the criteria on which EPC calculated. Request to kindly arrange for a site visit to identify the exact location of the project (Clause 1.2.2) Request to provide the brief details of list of items so that the return to be included in annuity amount apart from rent (Clause 1.2.9) can be considered. In line with Clause No 2.2.2.- A -(i) Kindly specify that paid for or received payment The details would be provided in the RfP The details shall be provided - in the RfP. These are estimates provided to Delhi Police by their Technical Consultant based on a technical study undertaken.. Please refer to Clause 2.5 of the RfQ. The details would be provided in the RfP. Please refer to Clause 3.2.1 & 3.2.3 of the RfQ.

Clause 25. 3.2.1 26. 3.2.1 27. ANNEX II for construction of Eligible project will come under which category as not mentioned? Also clarify whether these projects are also to be based on PPP basis? In line with Clause No 3.2.1 Category 1, it may be clarified whether projects where we are developer and fulfill other criteria will be considered as PPP or not if executed and maintained for Public use? Whether projects like SEZ where land belongs to Government will be considered as PPP project? In line with Clause No 3.2.1 Category 2 In core sector if the project executed where Governments involvement is there will be considered as PPP project. Kindly clarify? In line with ANNEX II (Technical Capacity) In Experience column (Sr 5) Payments made will come under category 3/4.Kindly clarify whether Real Estate Projects developed as developer will come under this category or not? Please refer to Clause 3.2.3 of the RfQ. Unless a Project is classified by the Government as a Public Private Partnership project, the same will not be a PPP project. Please refer to Clause 3.2.3 of the RfQ. Unless a Project is classified by the Government as a Public Private Partnership project, the same will not be a PPP project. Please refer to Clause 3.2.4 of the RfQ. 28. General Is there any limit on quoting the annuity? But, the quoted annuity figure may be subject to

Clause 29. General 30. General 31. General Police Headquarters Project 32. General Police Headquarters Project 33. General 34. General Time period of concession? Status of land acquisition? With respect to Police Headquarters Project, approval of DUAC may take 8 to 10 months. With respect to Police Headquarters Project, NDMC has utilities in that area and it may be required to shift them due to construction work. Does the authority have details of the same? With respect to the upfront payment, would this be based on the developers cost of construction or a fixed amount? For the Dheerpur project, various facilities would be required for which Delhi Police should lead this initiative, such as water connection, Right of Way of at least 60 meters, traffic clearance, etc tests of reasonableness. The details would be provided in the RfP. The land is already acquired and under physical possession of Delhi Police... The details would be provided in the RfP. The Authority does not have details of the same. The same may be obtained from the relevant authorities. The details would be provided in the RfP. Details of the obligations of the Delhi Police would be provided in the RfP. 35. 2.2.2 With respect to the consortium, the The provisions of the RfQ shall prevail

Clause 36. General 37. 2.2.2 38 3.2.1 Dheerpur experience of partners having minimum 26% stake (Clause 2.2.2) may be removed (this shall help getting PE funding) With respect to the Dheerpur project, would the developer be given flexibility to undertake the project through more than one SPV? With reference to pre-qualification norms (Clause 2.2.2) of RFQ. In case of consortium the mentioned clause allows for 100% qualification scores of all members with 26% (or higher) equity to be cumulatively added to arrive at the total technical score. This clause has been abused earlier in the Highway sector by some parties. The Short listing of applicants may be based on weighted average score based on the equity holding of the consortium members. Kindly let us know whether as per the clause 3.2.1 sub clause (i) of RFQ, the category 3 will include the payment receipts of Integrated Resorts in last five years? The provisions of the RfQ shall prevail. The provisions of the RfQ shall prevail. The provisions of the RfQ shall prevail. Integrated resorts would be included.

Clause 39 3.5.2 In other sectors of PPP projects the shortlist clause 3.5.2 has been deleted. You are requested to kindly delete the same. Hence, the bidders will be more and bids shall be competitive. The provisions of the RfQ shall prevail. 40 2.2.1 (c ) 41 2.2.2 42 1.1.1 and Appendix VIII It is requested that the Clause 2.2.1 (c) such Applicant has a relationship with another Applicant, directly or through common third party/ parties, that puts either or both of them in a position to have access to each others information about, or to influence the Application of either or each other may be deleted. You are requested to kindly reduce the Technical Capability score to 100% instead of 200% Project Description as per Appendix VIII Specifications of construction requirement for various types The provisions of the RfQ shall prevail The provisions of the RfQ shall prevail The relevant details would be provided in the RfP.

Clause of flats and other facilities will be required. Copy of MPD 2021 and bye laws required. These may be provided as part of RFP 43 1.2.1 and 3.5.2 At the end of Qualification Stage, the Authority expects to announce a shortlist of up to 6 (six) suitable prequalified Applicants The applicants shall be shortlisted on basis of Clauses 3.5 What will be the basis for short listing if more than 6 Applicants qualify in terms of the RFQ. If it is based on a combined scores of Technical, Financial and O&M Capabilities, what will be the weightages for arriving at the combined score 44 1.2.2 and 2.5 The Applicants are advised to visit the site and familiarise themselves with the Project Is there a requirement for specific permission for site visit. If yes, what is the process/ timeframe to receive the same There is no specific permission required for the site visit. Please refer to Clause 2.5 of the RfQ.

Clause 45 2.2.1 (d) An Applicant shall be liable for disqualification, if any legal, financial or technical advisor of the Authority in relation to the Project is engaged by the Applicant, its Member or any Associate thereof, as the case may be, in any manner for matters related to or incidental to the Project The advisors for the project are as under: Dheerpur Architect: M/s Peddle Thorpe Melbourne and M/s Kapur and Associates Transaction Advisor: A consortium of M/s Infrastructure Development Finance Company Ltd (IDFC), The Infrastructure Development Corporation ( Karnataka) Limited (ideck), & Singhania and Partners Provide details of advisors engaged by the Authority Police Headquarters Project Architect: M/s Sikka and Associates 46 2.2.2 (b) and 2.2.6 g (iv) Members of the consortium are required to hold stipulated level of equity in the SPV for a defined period. Please confirm that the equity can be held by the Member and/or its Associate Transaction Advisor: A consortium of M/s Infrastructure Development and Finance Company (IDFC) The Infrastructure Development Corporation ( Karnataka) Limited (ideck), & Singhania and Partners The holding of equity in a Consortium shall be as per the provisions in the Clause 2.2.9

Clause 47 2.2.3 O&M Experience There is no format provided for giving details of O&M Experience. Whether the specified Experience should be for a continuous period of five years? And whether the same can be for different projects?. O&M experience is linked to the Project Cost. The project cost will be very low if the property was constructed year(s) ago. In current terms the value of such project will be much higher than its historical cost of construction. Besides, it will be difficult to provide a certificate for the project cost. It is suggested that instead of linking the experience to the Project Cost, turnover from facilities management services to residential buildings, residential townships, real estate complexes, commercial properties, heritage buildings, government offices by the O&M Company be considered. No standard format has been provided for the same. An undertaking for the same is sought in Appendix I S.No 18 of the RfQ. The aggregate O&M experience should be 5 years and the same could be for different projects. The historical value would be considered for evaluation. The provisions of the RfQ shall prevail

Clause 48 1.3 and 2.2.12 49 2.2.9 It would be feasible to provide certificate from Auditors in this regard. Alternatively experience in managing area (in terms of mn sq ft) can also be considered As per the RFQ the Application Due Date is June 28, 2010. For any reason if the due date gets extended beyond 30th June and if such extension is for not more than two months, information and certification with reference to previous FY could be considered Otherwise all the certifications would need to be re-procured In considering the technical criteria, minimum shareholding requirement for associates may be revised to 26%, since many PPP infrastructure projects are executed with lesser shareholding - in some cases only 50% shareholding is held by the private developer and the balance is held by Government bodies. However in such cases the private developer is responsible The provisions of the RfQ shall prevail The provisions of the RfQ shall prevail

Clause 50 1.1.3 51 2.2.2 (A) 52 3.2.3 and 3.2.4 ( ) 53 2.2.1 (d) Dheerpur and in-charge of project implementation We understand that Land acquisition is not a part of scope of works and authority will handover encumbrance free land for construction. Kindly inform the status of land acquisition for the project. Kindly limit the technical capacity to the value of the project. Generally, in projects undertaken by NHAI and other authorities, the Threshold Technical Capacity is equivalent to indicative size of the Project. We request you to suitably modify the said clause. The minimum size of project with respect to capital cost or payments/receipts is generally kept at 10% of the indicative project cost. We, request you to kindly keep the minimum size of project to qualify in respective categories at Rs. 167 Crores Kindly inform the names of legal, financial & technical advisers of the authority in relation to this project. The land is already acquired and under physical possession of Delhi Police The provisions of the RfQ shall prevail The provisions of the RfQ shall prevail Architect: M/s Peddle Thorpe Melbourne and M/s Kapur and Associates

Clause 54 2.2.2 (A) 55 3.2.3 and 3.2.4 Police Headquarters Project 56 1.1.1 and 2.2.1(b) Kindly limit the technical capacity to the value of the project. Generally, in projects undertaken by NHAI and other authorities, the Threshold Technical Capacity is equivalent to indicative size of the Project. We request you to suitably modify the said clause. The minimum size of project with respect to capital cost or payments/receipts is generally kept at 10% of the indicative project cost. We request you to kindly keep the minimum size of project to qualify in respective categories at Rs. 28 Crores. This has reference to the invitation of International Competitive Bidding for the Development of Police Residential Complex and Police Headquarters at two locations in Delhi. Transaction Advisor: A consortium of M/s Infrastructure Development Finance Company Ltd. (IDFC), The Infrastructure Development Corporation ( Karnataka) Limited (ideck), & Singhania and Partners. The provisions of the RfQ shall prevail The provisions in the RfQ would prevail Please refer to clauses 1.1.1 and 2.2.1 (b) of the RFQ which invites applications from private entities.

Clause As per paras-4 of NIT, RFQ is invited by you from the reputed National and International private sector entities for undertaking both or any one of the projects on a Design-Build-Finance- Operate and Transfer (DBFOT) basis. Further as per para-2.2.1 (b) on pg-9 of RFQ document An applicant may be a natural person, private entity or any combination of them with a formal intent to enter into an agreement or under an existing agreement to form a Consortium. A Consortium shall be liable for consideration subject to condition set out in clause 2.2.6. Would a Public Sector Undertaking (PSU) be allowed to participate in the above tenders as Single Entity Applicant.