Addendum No.–6 (SUMMARY SHEET) S. No. Document

CONTRACT- DE-07: For Providing Escalators on Lease Basis for Delhi MRTS Phase - IV Project

Addendum No.–6

(SUMMARY SHEET) Clause S. No. Document Reference In place of Please read as Remarks 1 NIT Key Details Page 5R3 of 53 Page 5R4 of 53 Key dates Modified

2 NIT Key Details Page 6R3 of 53 Page 6R4 of 53 Key dates Modified

3 NIT Clause A3.1 Page 18R1 of 53 Page 18R2 of 53 Clause modified Eligibility of Lessors – Check List S. No.4 4 NIT Clause 4.1 Page 20R of 53 Page 20R1 of 53 Clause modified

5 NIT Parent company Page 42 of 53 Page 42R of 53 Clause added undertaking S. No.1 (e)

6 NIT Parent company Page 44 of 53 Page 44R of 53 Clause added Guarantee S. No.1

7 LMA Clause 1.4.1 Page 11R Page 11R1 Clause modified S. No. (d)

8 Pre-Bid Meeting Clarifications along Description heading of DMRC’s Reply (column-4) has been with Addendum-5 corrected

9 Pre-Bid Clarifications Pre-Bid clarifications of the bidders has been added along with the Addendum-6

LMA “DE–07” Notice Inviting Tender for Escalators

228 (Two Hundred Twenty Eight) Months

228 Months considering the 48 months initial installation and Completion period of the Work commissioning of escalators, lease for next180 months after commercial opening date and maintenance of each escalator for next 180 months after commercial opening date.

From 02.11.2020 to 17.12.2020 20.01.2021 23.02.2021 03.03.2021 26.03.2021 (up to 1500 hrs) on e-tendering website portal https://eprocure.gov.in/eprocure/app Tender document Tender documents on sale can only be obtained online after registration of tenderer on the website www.eprocure.gov.in/eprocure/app. For further information in this regard Lessors are advised to contact on 011- 23417910 & 011-23415838

INR 23,600/- (inclusive of 18% GST) Non-Refundable Payment of tender document cost/ tender fee is to be made only by RTGS, NEFT & IMPS. No other mode of payment will be accepted. The detail of bank account of DMRC is mentioned below this table. The Lessors are required to upload scanned copies of transaction of payment (clearly indicating UTR No. & tender number i.e.LMA DE-07in the remarks or description column) of tender document cost/ tender fee at the time of Cost of Tender documents online bid submission. (Copy of GST registration no. to be provided along with Tender document cost / tender fee) Note:- The payment of the tender cost is acceptable from any account. However, Lessor shall submit such transaction details along with their bid submission on e-portal. If the same transaction reference number has been submitted for more than one bids. All such bids shall be considered ineligible and summarily rejected.

10.11.2020 at 1100 Hrs. The pre-bid meeting shall be conducted through video conferencing by software apps such as Cisco Webex, Microsoft Team, etc. All Prospective bidders shall provide the details of Bidder's Conference (Pre-bid the person(s) (maximum up to two) who will be participating in Meeting-1) such virtual meeting at least one day before the meeting (latest by 1100 hrs on 09.11.2020) to the registered official email of DMRC i.e. [email protected], so that links having details such as software, meeting ID, password etc. can be mailed to these persons at least 12 hours before the scheduled pre-bid meeting. 24.11.2020 upto 1500 Hrs. Bidders to note that seeking clarification on the tender shall be done by sending it either on registered official email id of DMRC Last date of Seeking Clarifications [email protected] or on e-tendering portal only. Seeking clarification by fax or post will not be considered. Queries/clarifications from bidders after due date and time shall not be acknowledged.

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LMA “DE–07” Notice Inviting Tender for Escalators

24.11.2020 at 1100 Hrs.

The pre-bid meeting shall be conducted through video conferencing by software apps such as Cisco Webex, Microsoft Team, etc. All Prospective bidders shall provide the details of Bidder's Conference (Pre-bid the person(s) (maximum up to two) who will be participating in Meeting-2) such virtual meeting at least one day before the meeting (latest by 1100 hrs on 23.11.2020) to the registered official email of DMRC i.e. [email protected], so that links having details such as software, meeting ID, password etc. can be mailed to these persons at least 12 hours before the scheduled pre-bid meeting.

03.02.2021 at 1100 Hrs.

The pre-bid meeting shall be conducted through video conferencing by software apps such as Cisco Webex, Microsoft Team, etc. All Prospective bidders shall provide the details of Bidder's Conference (Pre-bid the person(s) (maximum up to two) who will be participating in Meeting-3) such virtual meeting at least one day before the meeting (latest by 1100 hrs on 02.02.2021) to the registered official email of DMRC i.e. [email protected], so that links having details such as software, meeting ID, password etc. can be mailed to these persons at least 12 hours before the scheduled pre-bid meeting.

Last date of issuing addendum 02.12.2020 08.12.2020 29.12.2020 27.01.2021 10.02.2021 03.03.2021

Date & time of Submission of Tender submission start date: 09.12.2020 (0900 hrs) Tender online Tender submission end date: 17.12.2020 20.01.2021 23.02.2021 03.03.2021 26.03.2021 (1500 hrs) Date & time of opening of Tender 18.12.2020 21.01.2021 24.02.2021 04.03.2021 30.03.2021 at online (Technical Bids) 1500 hrs.

Sr. General Manager / Contracts, Authority and place for submission Delhi Metro Rail Corporation, of Bid Document cost, seeking 5th floor, A-Wing, Metro Bhawan, clarifications & Pre Bid Meeting Fire Brigade Lane, Barakhamba Road, New Delhi –110 001 email id – [email protected]

Name of Account Bank’s Address Account Name & No. IFSC code Bank Type

9A, Phelps Building, DMRC Ltd. Tender Cell ICICI Bank Connaught Place, New Current ICIC0000007 Account No. 000705045337 Delhi-110001

Please note carefully the requirements for submitting Bid Documents and the date and time for submittal. Late or delayed Bid Documents will not be accepted.

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LMA “DE–07” Notice Inviting Tender for Escalators

(ii) Any association / affiliates (inclusive of parent firm) of a firm or an organization mentioned in subparagraph (i) above.

(iii) A firm or an organization who lends or temporarily seconds its personnel to firms or organizations which are engaged in consulting services for the preparation related to procurement for or implementation of the project, if the personnel would be involved in any capacity on the same project.

There are no restrictions on the country of origin of Plant, Equipment, Materials, and Services to be provided under the Contract. However, all Plant, Equipment, Materials and Services shall be to the satisfaction of the Lessee and Engineer. The information regarding all Plant, Equipment, Materials and Services included in the Lessor’s Proposals and incorporated into the Contract Document shall not, in any event, be construed as a submission to the Engineer under the Contract. However the Lessor should note the requirements for indigenization.

A3.1 Eligibility of Lessors – Check List.

S. Criteria Yes No Not No. Applicable

1 Has the Lessor abandoned any work in the last ten (10) years?

2 Has the Lessor suffered bankruptcy / insolvency in the last five(5) years?

3 HasDMRC / Any other Metro Organisation (100% owned by Govt.), Ministry of Housing & Urban Affairs / Order of Ministry of Commerce, applicable for all Ministry has not banned business as on the date of bid submission. Also any work of the value more than 10% of approximate cost of work of this bid, executed either individually or in a JV/Consortium, has not been rescinded / terminated by DMRC / any other Metro Organisation (100% owned by Govt.), after award of contract during last 3 years (from the last day of the previous month of bid submission) due to our non-performance. For this, Lessor has to mandatorily provide an Undertaking as per Annexure-VI of this document i.e. NIT.

4 Has the Lessor certified that no agent / middleman has been or will be engaged or any agency commission been or will be paid? Has the Lessor engaged or will engaged any agent/middleman or any agency has been engaged/will be engaged for paying commission?

5 Net worth at the close of preceding financial year (as applicable in the country of origin), should be at least INR 91.02 Crores. In relation to above criteria, Lessor has to provide the documentsduly certified by a Chartered Accountant (CA) / Certified Public Accountant (CPA) / Statutory Auditor.

6 Experience of successfully financed project(s) / completed works* during last 10 years ending last day of the month previous to the month of tender submission should be either of the following :-

(a) Three successfully financed project(s) / completed works* costing not less than the amount equal to INR 91.02Crores. OR (b) Two successfully financed project(s) / completed works* costing not less than the amount equal to INR 113.77Crores. OR (c) One successfully financed project / completed work* costing not less than the amount equal to INR 182.04 Crores. The Lessor shall provide clients reference letter(s) / completion certificate(s) along with the bid.

Page 18R2 of 53 Page 18R2 of 53 LMA “DE–07” Notice Inviting Tender for Escalators

For evaluation of criteria at S. No. 6, in case FI is a group of investor, the individual works of value more than the prescribed value funded by them will be taken into consideration. e.g. (i) FI/Lessor comprises of three investors (A, B & C) and each has financed project(s) / completed works of more than Rs 91.02 Crores each then FI/Lessor will qualify in the category 6(a). (ii) FI/Lessor comprises of three investors (A, B & C) and has collectively (in JV/Consortium) financed one project / completed one work of more than Rs 182.04 Crores each then FI/Lessor will qualify in the category 6(c). However, against the value required for one, two or three finance project(s)/completed work(s), the value will not be added together.

In case the Financial Institution is not part of the JV/Consortium/SPV, they shall provide a commitment letter to finance the project duly signed by their authorized signatory backed by the Power of Attorney, through the prospective bidder along with the financial details (as detailed in this bidding document) require to meet this eligibility criteria. “ In case, the Financial Institution back- tracks /fails to provide finances for this project as per its commitment letter then suitable action against the bidder and the financial institution shall be initiated as per the terms and conditions of LMA DE-07 and DMRC reserves its right to initiate proceedings under ''Suspension/Banning Policy, August 2019'' of DMRC shall be taken. The copy of ''Suspension/Banning Policy, August 2019'' of DMRC can be downloaded from tender section of DMRC website i.e. www.delhimetrorail.com' ' In case, Bidder intends to self finance this work, then the Bidder should have completed the work(s) as per the criteria stipulated at S. No. 6 above during last 10 years ending last day of the month previous to the month of tender submission. If the work was completed by the bidder as Lead member of the Consortium/JV then the full value of works (with escalation) shall be taken into consideration irrespective of their individual percentage participation in Consortium/JV. OR In case, Bidder intends to self finance this work and intends to use the credentials of its Parent Company/Sister Concern to meet the eligibility criteria stipulated at S. No. 6 above, then they shall submit Parent Company Guarantee, Parent Company Undertaking and Commitment Letter along with the Bid (from parent company) to finance the project and if the Bidder fails to arrange the funds, then the necessary funds for the “LMA DE-07” shall be arranged by the parent company. All these documents must be duly signed by authorized signatory of Parent Company suitably backed by the Power of Attorney/ Board Resolution.

In case, the Financial Institution/ Bidder/Parent Company back-tracks/fails to provide finances for this project as per its commitment letter then suitable action against the bidder and the financial institution/parent company shall be initiated as per the terms and conditions of LMA DE-07 and DMRC reserves its right to initiate proceedings under ''Suspension/Banning Policy, August 2019'' of DMRC shall be taken. The copy of ''Suspension/Banning Policy, August 2019'' of DMRC can be downloaded from tender section of DMRC website i.e. www.delhimetrorail.com''

Financial data for latest last three financial years has to be submitted by the Lessor along with audited financial statements. The financial data in the prescribed format as per Annexure-IX shall be certified by the Chartered Accountant / Chartered Financial Analyst with his stamp and signature in original. All the documents or certifications which are provided by Chartered Accountant after 1st July, 2019, must contain UDIN thereon and the particulars of certifications must be same as mentioned on document/certification and submitted to ICAI on its website which can be verified online on https://udin.icai.org/search-udin.In case, foreign currency is mentioned in the balance sheet of foreign member, the exchange rate of foreign currency shall be applicable 28 days before the latest tender submission date at the selling Rate of Exchange at the close of business of the State Bank of India (or if selling rate of some foreign currency is not mentioned in Exchange Rate of State Bank of India, same shall be obtained from historical exchange rate mentioned on the website ''xe.com'').

The Lessor shall submit details of projects finance/works completed by them for qualification of work experience criteria. Documentary proof such as clients certificates clearly indicating the nature/scope of work, actual completion cost and actual date of completion for such work including fund disbursement should be submitted. In case the work is executed for private client, copy of work order, bill of quantities, bill wise details of payment received/disbursed certified by Chartered Accountant, Tax Deducted at Source Certificates for all payments received/disbursed and copy of final / last bill paid by client shall also be submitted. All the documents or certifications which are provided by Chartered Accountant after 1st July, 2019, must contain UDIN thereon and the particulars of certifications must be same as mentioned on document/certification and submitted to ICAI on its website which can be verified online on https://udin.icai.org/search-udin.

4.2 The criteria at serial number 7(a) and 7(b) are applicable for Individual Company / Lessor or member of the JV / Consortium / SPV or an Individual Company / Lessor or member of the JV / Consortium / SPV with a sub-contractor {Original Equipment Manufacturer having relevant experience as mentioned for Criteria at S. No. 7(a) and 7(b) can participate as sub-contractor}. The Lessor shall submit details of works (clubbing/grouping of multiple work is allowed against criteria at serial number 7(a) is allowed) executed by them for qualification of work experience criteria. Documentary proof such as completion certificates from client clearly indicating the nature / scope of work, actual completion cost and actual date of completion for such work should be submitted. In case the work is executed for private client, copy of work order, bill of quantities, bill wise details of payment received certified by Chartered Accountant, Tax Deducted at Source Certificates for all payments received and copy of final / last bill paid by client shall also be submitted. All the documents or certifications which are provided by Chartered Accountant after 1st July, 2019, must contain UDIN thereon and the particulars of certifications must be same as mentioned on document/certification and submitted to ICAI on its website which can be verified online on https://udin.icai.org/search-udin.

5. If Bidder intends to meet Qualification Criteria of S. No. 7(a) and 7(b) using credentials of Parent Company/Sister Concern to Manufacture and Supply of Escalators / Moving Walkways within India thereby promoting "Make In India", they shall be permitted to do the same provided they submit Parent Company Guarantee, Parent Company Undertaking and Transfer of Technology Commitment/Agreement with the Bid(with design review and prototype testing as per terms and conditions of Bid Documents) however Total Quality Control as per terms and conditions of Lease and Maintenance Agreement DE-07 (at all levels for input material, process, bought out items, manufactured

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LMA “DE–07” Notice Inviting Tender for Escalators

III B. PARENT COMPANY UNDERTAKING (Refer Clause C1.8 of ITL) THIS UNDERTAKING is made the day of BY [ ] [whose registered office is at]/[of] [ ] ("the Parent Company"). TO The DELHI METRO RAIL CORPORATION LIMITED together with its successors and assigns, "the Employer") of: Metro Bhawan, Fire Brigade Lane Barakhamba Road, New Delhi 110001, India. WHEREAS (A). By a Lease and Maintenance Agreement (LMA) DE-07[ ] dated [ ] ("the Agreement") made between (1) the Delhi Metro Rail Corporation Limited (“ the Lessee”) and (2) [ ] ("the Lessor") the Lessor has agreed to execute, complete and remedy any defects in the works ("the Works") upon the terms and conditions contained in the LMA DE-07. (B). Pursuant to the terms of the LMA DE-07, the Lessor has agreed to procure the provision of an undertaking in the terms hereof. (C). The Parent Company is the beneficial owner of [ ]% [see Note 1] of the issued share capital of [the Lessor] [see Note 2]. (D). At the request of theLessor, the Parent Company has agreed to provide this undertaking. NOW IT IS HEREBY UNDERTAKEN AND AGREED as follows: 1. In consideration of the Lessee entering into the LMA DE-07with the Lessor, the Parent Company hereby undertakes to the Lessee that:- (a) the parent company will inform the Lessee in the event that it sells, transfers, assigns or otherwise disposes of or deals with the ownership of the whole or any part of the shareholding or other interests in the subsidiary (the Lessor) of the parent company; and (b) In case of transfer of ownership / control of the subsidiary or of the Parent Company, an updated parent company guarantee and parent company undertaking will be provided from the new Holding / Parent Company. (c) not take any action which may result in the Lessor being unable to comply with his obligations or perform in any way his duties under the LMA DE-07[or take any action which may result in [the subsidiary forming part of the Lessor] [see Note 3] being unable to comply with his obligations or perform in any way his duties under the [joint venture or other relevant] agreement] [see Note 6]] without the written consent of the Lessee, (d) To provide full technical support including providing support with available patent rights, registered design, copyright, design, trademark, trade name, know how or other intellectual property right to our subsidiary during currency of the LMA DE-07which may be deemed necessary to successfully comply with all obligations under this LMA DE-07and for the Service Life of System / Equipment until such time as the Works shall have been completed, all the Lessor's obligations under the LMA DE-07shall have been performed and the Maintenance and Defects Liability Period (as defined in the LMA DE-07) for the whole and every part of the Works shall have elapsed and further that it will ensure [that the subsidiary forming part of the Lessor will take all steps necessary to ensure [see Note 6]] compliance by the Lessor with the provisions of the LMA DE-07.

(e) (i) I / We____ (Name of Parent Company) undertakes to agree and allow____{Name of the Lessor} to use credentials of ____ {Name of Firm/Company whose credentials are being used to be mentioned which is the subsidiary of ____ (Name of Parent Company to be mentioned)} to qualify and meet the Criteria of Notice Inviting Tender Clause A3.1 Eligibility of Lessors – Check List S. No. 6 for Lease and Maintenance Agreement (LMA) DE-07 and Commitment Letter is being enclosed along with the Bid to finance the project LMA DE – 07, in case Bidder / Lessor fails to arrange the funds. {This Para is applicable when lessor / bidder use credential of Parent / Sister Company to qualify and meet the Criteria of Notice Inviting Tender Clause A3.1 Eligibility of Lessors – Check List S. No. 6 and opts for self-financing for LMA DE – 07}. (ii) I / We____ (Name of Parent Company) undertakes to agree and allow____{Name of the Lessor} to use credentials of ____ {Name of Firm/Company whose credentials are being used to be mentioned which is the subsidiary of ____ (Name of Parent Company to be mentioned)} to qualify and meet the Criteria of Notice Inviting Tender Clause A3.1 Eligibility of Lessors – Check List S. No. 6 for Lease and Maintenance Agreement (LMA) DE-07 and provide funds, Commitment Letter is being enclosed along with the Bid to finance the project LMA DE – 07. {This Para is applicable when lessor / bidder use credential of Parent / Sister Company to qualify and meet the Criteria of Notice Inviting Tender Clause A3.1 Eligibility of Lessors – Check List S. No. 6 and Project LMA DE – 07 is financed by Parent Company}. (iii) I / We____ (Name of Parent Company) undertakes to agree, allow and fund {Name of the Lessor} project LMA DE – 07, Commitment Letter for the same is being enclosed along with the Bid. {This Para is applicable when Project LMA DE – 07 is financed by Parent Company} and when lessor / bidder use its own credential to qualify and meet the criteria of Notice Inviting Tender clause A3.1 Eligibility of Lessors – Check List S. No. 6.

2. The obligations of the Parent Company under this Undertaking shall remain in full force and effect and shall not be affected or discharged in any way and the Parent Company hereby waives notice of:-

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LMA “DE–07” Notice Inviting Tender for Escalators

III C. PARENT COMPANY GUARANTEE (Refer Clause C1.8 of ITL)

THIS GUARANTEE is made on the ………… day of ………………… ………………………..…… … between (1) [……………………………….] whose registered office is at [……………………………..] and [……………………………….] whose registered office is at [……………………………..] ("the Guarantor"). (2) The DELHI METRO RAIL CORPORATION LIMITED (together with its successors and assigns, "the Lessee") of: Metro Bhawan, Fire Brigade Lane, Barakhamba Road, New Delhi 110001, India. WHEREAS (A). By LMA DE-07[NO.] dated […………………………………..…………...] ("The LMA DE-07") made between (1) the Delhi Metro Rail Corporation Limited (“the Lessee”) and (2) [……………………………………………] ("the Lessor"), the Lessor has agreed to design, execute, complete and remedy any defects in the Works upon the terms and conditions contained in the LMA DE-07. (B). Pursuant to the terms of the LMA DE-07, the Lessor has agreed to procure the provision of a guarantee in the terms hereof. [see Note 1]. (C). At the request of the Lessor, the Guarantor has agreed to guarantee performance of the LMA DE-07by the [Lessor] [see Note 2] as set out herein. IT IS HEREBY AGREED AS FOLLOWS: 1. In consideration of the Lessee entering into the LMA DE-07with the Lessor, the Guarantor irrevocably and unconditionally guarantees to the Lessee as a primary obligation and not as a surety due performance by the [Lessor] [see Note 2] of all of its obligations and liabilities under and in accordance with the LMA DE-07 save that nothing herein shall be construed as imposing greater obligations or liabilities on the Guarantor than are imposed on the [Lessor] [see Note 2] in the LMA DE-07. (a) (i) I / We____ (Name of Parent Company) undertakes to agree and allow____{Name of the Lessor} to use credentials of ____ {Name of Firm/Company whose credentials are being used to be mentioned which is the subsidiary of ____ (Name of Parent Company to be mentioned)} to qualify and meet the Criteria of Notice Inviting Tender Clause A3.1 Eligibility of Lessors – Check List S. No. 6 for Lease and Maintenance Agreement (LMA) DE-07 and Commitment Letter is being enclosed along with the Bid to finance the project LMA DE – 07, in case Bidder / Lessor fails to arrange the funds. {This Para is applicable when lessor / bidder use credential of Parent / Sister Company to qualify and meet the Criteria of Notice Inviting Tender Clause A3.1 Eligibility of Lessors – Check List S. No. 6 and opts for self-financing for LMA DE – 07}.

(a) (ii) I / We____ (Name of Parent Company) undertakes to agree and allow____{Name of the Lessor} to use credentials of ____ {Name of Firm/Company whose credentials are being used to be mentioned which is the subsidiary of ____ (Name of Parent Company to be mentioned)} to qualify and meet the Criteria of Notice Inviting Tender Clause A3.1 Eligibility of Lessors – Check List S. No. 6 for Lease and Maintenance Agreement (LMA) DE-07 and provide funds, Commitment Letter is being enclosed along with the Bid to finance the project LMA DE – 07. {This Para is applicable when lessor / bidder use credential of Parent / Sister Company to qualify and meet the Criteria of Notice Inviting Tender Clause A3.1 Eligibility of Lessors – Check List S. No. 6 and Project LMA DE – 07 is financed by Parent Company}.

(a) (iii) I / We____ (Name of Parent Company) undertakes to agree, allow and fund {Name of the Lessor} project LMA DE – 07, Commitment Letter for the same is being enclosed along with the Bid. {This Para is applicable when Project LMA DE – 07 is financed by Parent Company} and when lessor / bidder use its own credential to qualify and meet the criteria of Notice Inviting Tender clause A3.1 Eligibility of Lessors – Check List S. No. 6.

In case, the Bidder / Lessor / Parent Company back-tracks/fails to provide finance for this project as per its commitment letter then suitable action against the bidder and the financial institution/parent company shall be initiated as per the terms and conditions of LMA DE-07 and DMRC reserves its right to initiate proceedings under ''Suspension/Banning Policy, August 2019'' of DMRC shall be taken. The copy of ''Suspension/Banning Policy, August 2019'' of DMRC can be downloaded from tender section of DMRC website i.e. www.delhimetrorail.com'. 2. The obligations of the Guarantor under this Guarantee shall remain in full force and effect and shall not be affected or discharged in any way by and the Guarantor hereby waives notice of:- (a) any suspension of the Works, variation to or amendment of the LMA DE-07(including without limitation extension of time for performance) or any concession or waiver by the Lessee in respect of the Lessor's obligations [and/or the obligations of [ ] [see Note 3] under the LMA DE-07; (b) any provision of the LMA DE-07 being or becoming illegal, invalid, void, voidable or unenforceable; (c) the termination of the LMA DE-07 or of the engagement of the Lessor [ and / or […………………………….]] [see Note 3] under the LMA DE-07 for any reason; (d) any forbearance or waiver of any right of action or remedy the Lessee may have against the Lessor [ and / or [………………………………..]] [see Note 3] or negligence by the Lessee in enforcing any such right of action or remedy; (e) any bond, undertaking, security or other guarantee held or obtained by the Lessee for any of the obligations of the Lessor [ and/or [………….…………..] [see Note 3] under the LMA DE-07 or any release or waiver thereof. 3. This Guarantee shall extend to any variation of or amendment to the LMA DE-07 and to any agreement supplemental thereto agreed between the Lessee and the Lessor [and/or [ ]] [see Note 3] and for the avoidance of

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For official use only

1.4 Priority of agreements, clauses and schedules

1.4.1 This Agreement, and all other agreements and documents forming part of or referred to in 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 or referred to herein shall, in the event of any conflict between them, be in the following order:

(a) the Agreement; (b) the LOA issued to the Selected Bidder; (c) any written addenda to the Bidding Documents of LMA DE-07; (d) Financial Proposal (FP) comprises of FP-1*, FP-2. (e) Request for Proposal (RFP); and (f) Notice Inviting Tender (NIT). * Notes below Illustration for FP-1 in Annexure – 26 of RFP (as amended in Addendum-4) will prevail over notes below FP – 1 of Financial Proposal / BOQ.

1.4.2 Subject to the provisions of Article 1.4.1, in case of ambiguities or discrepancies within this Agreement, the following shall apply:

(a) between two or more Articles of this Agreement, the provisions of a specific Article relevant to the issue under consideration shall prevail over those in other Articles;

(b) between the Articles of this Agreement and the Schedules, the Articles shall prevail and between Schedules and Annexures, the Schedules shall prevail;

(d) between the written description on the Drawings and the Specifications and Standards, the latter shall prevail;

(e) between the dimension scaled from the Drawing and its specific written dimension, the latter shall prevail; and

(f) between any value written in numerals and that in words, the latter shall prevail.

11R1 CONTRACT: LMA DE-07

Reply to queries of Bidders in 3rd Bidder's Conference for LMA DE-07 on 03.02.2021

S. No. Clause No. Query Draft Reply of DMRC 1) ...... Whether JV needs to be Bidders are permitted to participate as incorporated in India or not? Sole Entity/JV/Consortium depending upon their arrangement to meet the eligibility criteria. If JV/Consortium is formed then ''JV/Consortium Agreement'' must be registered in India. However, the onus of meeting the relevant provisions of taxation issued by Govt. of India from time to time and of complying with the requirements of the Indian Laws solely lies with the Bidder. The prices quoted by bidder should be inclusive of these liabilities. 2) Agreement What is the termination Already covered in Agreement Clause No. Clause No. payment in case of self- 35.4 35.3.1 financing as termination payment clause are defined on the basis of debt financing. 3) NIT A3.1 Parent/Sister Companies may No change. (Eligibility of be allowed to meet this criteria Please follow tender condition(s). Lessors- without the need of Check List), submittingclients reference S. No. 6 letter(s)/completion certificate(s) along with the bid. 4) NIT A3.1 Whole Experience of No change. (Eligibility of JV/Consortium may be Please follow tender condition(s). Lessors- considered in favour of Indian Check List), Member to meet this criteria S. No. 6 irrespective of original percentage participation by Indian Member in that JV/Consortium. 5) Annexure- Whose signatures are required Please refer Addendum-5 VII of NIT on Annexure-VII of NIT

REPLY TO BIDDER'S QUERY FOR LMA DE-07 (Addendum No.6) Bidder A S. No. Clause Page Clause Query DMRC's Reply Number No.

1 NIT 16 to NIT Clause No. A2. 11 “Restriction of 1) As per latest addendum, Bidder 1) Please follow tender Clause 17R Bidders from Countries sharing Land registration is not applicable for condition(s), in case, M/s No. A2. 11 Borders with India” import of component. Accordingly SJEC, China is part of & 18R This clause is applicable only when the JLPL can participate in Consortium Consortium with M/s Johnson to entire equipment (escalator) is with M/s. SJEC Corporation, China Lifts Private Limited, M/s A3.1 19R manufactured / procured from the country whose country is sharing Land SJECChina needs to register Eligibility sharing Land border with India. Borders with India, with itself with competent authority of Lessors In case, input material / parts / manufacturing of Escalators in India as per the requirements of – Check components are imported from the by JLPL and importing input NIT Clause No. A2.11 List. country sharing land border with India, to material / parts / components from including notes below this manufacture the escalators in India and SJEC, China. We request you to clause. the final product (escalator) is being rolled kindly confirm that Bidder registration out from the manufacturing unit located in for SJEC, China is not mandatory to India, after incorporating / assembling participate in the Tender. these items / components in the escalator in their factory, followed by testing, trial run and quality checks, etc. with suitable value addition, then the provisions of this clause will not be applicable.

7(a) Delivery record for Escalators/ Moving Walkways :- Has the Lessor / Consortium / JV or its member(s), individually or jointly as a

Replies to Queries , Addendum-6,DE-07, Page 1 of 8 member of other Consortia /JV have 2) We understand now that 2) Please follow tender completed work(s) during last 10 years manufacture of Escalators in India condition(s) described under ending last day of the month previous to with credentials of Parent/Sister Eligibility Qualification Criteria the month of tender submission as given Concern is allowed for participating Clause No. A3.1 Eligibility of below: “Bidder or its parent in the Tender without Bidder Lessors – Check List 7(a). company/sister concern must have registration even if the Parent/Sister Experience of Manufacturing, Supply (or Concern is from Country sharing Manufacturing) and Commissioning (or land border with India. Installation) of minimum 161 Escalators / Moving Walkway in Mass Rapid Transit As JLPL already manufacturing System (Metro Station(s) / Railways Escalators in India with technology Station(s) / Airport(s) / Sub - Urban transfer from SJEC, China for more Railway(s)). The Lessor shall provide than 10 Years, and also associated clients reference letter(s) / completion with SJEC, China with executing certificate(s)” Metro Rail Projects in India for more ^Clubbing/grouping of multiple work is than 15 years. allowed against criteria at serial number 7(a) is allowed) On grounds of equal opportunity to JLPL same as that being provided tocompetitors having Parent / Sister concerns, we request you to allow JLPL-SJEC to participate with manufacturing in India with SJEC, China credentials of manufacturing Escalators for Metro Projects in India.

3) SJEC, China has already submitted application for Bidder 3)Please refer Addendum-6. Registration to DPIIT, which is still under consideration for issue of registration. We are expecting reply form DPIIT in couple of weeks time.

We request you to kindly extend the due date of submission till 30th March 2021, to enable us to participate in this Tender.

Replies to Queries , Addendum-6,DE-07, Page 2 of 8

Bidder B S. Clause Page DMRC's Reply No. Number No. Clause Query

1 NIT A3.1 18R Experience of successfully financed Option-I- Option-I:- No S.No.6 to project(s) / completed works* during last 10 Bank Finance/Loan We have been talking to change, please Eligibility of 19R years ending last day of the month various FI’s and Banks and all of them have come follow tender Lessors – previous to the month of tender submission out with their common limitations .They are not condition(s). Check List. should be either of the following :- willing to share any sanctions Letters, (a) Three successfully financed project(s) / disbursement letter of any ongoing/completed completed works* costing not less than the projects of their previous customer as this violates amount equal to INR 91.02Crores. their Non-discloser agreements (NDA) signed OR between both the parties. At the best, FI / bank (b) Two successfully financed project(s) / can provide an undertaking of general letter with completed works* costing not less than the amount and purpose mentioned but without the amount equal to INR 113.77Crores. name of customer and the disbursement details. OR (c) One successfully financed project / Option-II- Self Funding, as per Addendum -5 Option-II:- completed work* costing not less than the queries reply S. No. 10 has permitted to use Please refer amount equal to INR 182.04 Crores. credential of parents/sister’s concern to meet the Addendum-6. The Lessor shall provide clients reference criteria A3.1 S. No. 6 with condition that the letter(s) / completion certificate(s) along financing commitment letter would be provided by with the bid. parent/sister concern. In this regard, we wish to .It can be any successfully financed seek flexibility of financing this thru Otis India project(s)/completed work(s) and is not individually while we use the credential of sister restricted to Escalators. company to qualify S. No. 6 with the supporting of Parent Company Guarantee and Parent This experience is to be fulfilled by Company Undertaking. This flexibility will help us Financial Institution or Bidder or its to meet EQC through self-funding route Parent Company/Sister Concern who is providing finance by providing necessary supportive documentary evidence for meeting this eligibility as per terms and conditions of LMA DE-07

Replies to Queries , Addendum-6,DE-07, Page 3 of 8

2 1) This is further to our letter no. 20- 1) Please refer 21/Metro/DMRC/ABKR/014 dated 17.02.2021. Addendum-6. In this regard we once again wish to bring up the issue of qualification criteria clause no A3.1 Sl. No. 6 and express the challenge we are facing. While we are very keen to participate in this tender and offer a compelling bid but the EQC clause is coming in between from submitting a proposal. Sir, As you know that with regards to recent GFR policy the consortium with land border countries is not allowed, we are not able to bid this Phase-IV in consortium with OTIS China who has done the design and manufacturing in our earlier executed projects namely DMRC Phase-3 and Hyderabad Metro. Also, in these two projects Otis India was the lead partner and OTIS China was the other partner. In both these projects Otis India being the lead partner led all the critical Project Management activities like site interfacing, design interfacing, coordination for prototype, port clearance, installation, and commissioning and successfully completed with full compliance. Further we are setting up state of art Public Escalator manufacturing line in our Bangalore Factory following OTIS global quality and production policies. Sir , With this letter we request you to allow us to use the credentials of our sister company (Otis China ) to meet the criteria of Clause no. A3.1 Sl. No. 6 and funding of the project will be done by Otis India as Otis India has sufficient funds and collaterals can be furnished on request to substantiate this. Also attached is the document (officer’s certificate) which describes the relationship of sister companies under parent company. 2) Lastly since Otis China is closed till 21st Feb 2):- Please refer on account of lunar new year, all the process to Addendum-6. arrange the documents would start from 22nd Feb and would take 2-3 weeks. In view of this please extend the bid date to 25th March. 3 Schedule- 46R Escalator Control Panel (ECP) shall have As per the clause 5.10.20 of PS the mentioned Please follow A data down loading facilities for fault the fault diagnosed thru RS485 port and USB tender 5.10.20 diagnosticthrough RS-485 Port and USB port. In escalator system either USB or RS485. conditions(s), Replies to Queries , Addendum-6,DE-07, Page 4 of 8

Port. Fault data logging in ECP should RS-485 and USB have date &time stamping facilities of 500 Port both are events. There should be provision of required. resettable type counter {Resetting of fault codes should follow First In First Out (FIFO) Principle} for recording fault codes of escalator failure. Also there shall be provision of escalator data transfer including signals of Clause No. 5.10.2,fault codes, failure details, number of operations, energy consumption i.e. energy consumed, from open source protocol either BACNET or MODBUS inside LED based RMS Panel through RS 485 or TCP / IP Port to Centralized Monitoring System by which Employer can access the data. Flexible controller to be provided for Communication whose setting can be changed.

Bidder C S. Clause Number Page DMRC's No. No. Clause Query Reply

1 NIT A3.1 18R Experience of successfully financed project(s) / Schindler India can fulfill this criterion Please refer S.No.6 Eligibility of to completed works* during last 10 years ending using credentials of its sister concern. Addendum-6. Lessors – Check 19R last day of the month previous to the month of Schindler India is considering self- List. tender submission should be either of the funding the project. However, this clause following :- restricts self-funding and funding from (a) Three successfully financed project(s) / sister concern of FI becomes mandatory completed works* costing not less than the as per the response to Bidder’s queries amount equal to INR 91.02Crores. S. No. 10 of addendum 5, Request you OR to consider self-funding as an option (b) Two successfully financed project(s) / even when sister concern experience is completed works* costing not less than the used to fulfill this criterion. Documentary amount equal to INR 113.77Crores. evidence supporting financial strength OR will be provided by us. (c) One successfully financed project / completed work* costing not less than the amount equal to INR 182.04 Crores. The Lessor shall provide clients reference letter(s) / completion certificate(s) along with the bid.

Replies to Queries , Addendum-6,DE-07, Page 5 of 8

.It can be any successfully financed project(s)/completed work(s) and is not restricted to Escalators.

This experience is to be fulfilled by Financial Institution or Bidder or its Parent Company/Sister Concern who is providing finance by providing necessary supportive documentary evidence for meeting this eligibility as per terms and conditions of LMA DE-07 2 Agreement 79 The Parties hereby agree, acknowledge and Since escalator is an immovable No Change, 25.1.1Procedure for covenant that, any time during the Lease property, its valuation after some years please follow Exercise of Period and prior to the Termination of the of use may be equal to its scrap value. It tender Purchase Option Agreement, DMRC may exercise the option is requested to change this clause to condition(s). (which is a right but not an obligation) (the permit Lessor to quote the price at which “Purchase Option”) by giving a written notice DMRC may choose to buy escalators. (“Purchase Option Exercise Notice”) to the Lessor, requiring the Lessor to sell any number of escalators (as decided by DMRC) or all of the Escalators to DMRC, at a mutually agreed price which shall not be more than the price mentioned in the Valuation Report (“Purchase Option Price”).

Replies to Queries , Addendum-6,DE-07, Page 6 of 8

3 Agreement 35.4.2 107 Subject to the provisions of Article 35.4.3 DMRC had defined clauses for No Change, Limitations on to below, the Lessor agrees and acknowledges termination (Refer Illustration). In certain please follow Termination 108 that if Termination happens any time prior to termination clauses, like force majeure tender Payment the COD of the last Escalator, then the of default by Lessor. DMRC will pay a condition(s). Termination Payment as computed under portion of debt due. Debt due is defined Article 32.9.1 or Article 32.9.2 or Article 32.9.3 as the debt taken to fund the project. In or Article 35.3.1 shall be multiplied by the ratio case Lessor self-funds, it will not receive of the Provisional Escalators to the Total any payment . Escalators for calculating the final Termination Payment that shall be due and payable under This clause forces the Lessor to opt for this Agreement. debt financing since self-funded projects are not covered. Requested you to cover cases of self – funding since it is not included in the current tender document or addendums.

Bidder D S. Clause Number Page DMRC's Reply No. No. Clause Query

1 NIT A3.1 18R Experience of successfully financed project(s) For clause NIT A3.1 (Eligibility of Lessors Check Please refer S.No.6 Eligibility to / completed works* during last 10 years List) S.No.6 - We can fulfil the criteria of one Addendum-6. of Lessors – 19R ending last day of the month previous to the successfully financed/completed work costing not Check List. month of tender submission should be either less than the amount INR 183 Crore through M/s of the following :- Thyssenkrupp Industries & Services Qatar LLC (a) Three successfully financed project(s) / (sister concern). However, the sister concern will completed works* costing not less than the not provide finance for the current lease base amount equal to INR 91.02Crores. project of DMRC Phase IV. While we shall OR arrange comfort letter for financing from our (b) Two successfully financed project(s) / parent company or financial institution. We shall completed works* costing not less than the be bidding the tender as sole entity M/s TK amount equal to INR 113.77Crores. Elevator (India) Pvt. Ltd. without having OR consortium/JV with our sister concern or parent (c) One successfully financed project / company. completed work* costing not less than the amount equal to INR 182.04 Crores. The Lessor shall provide clients reference letter(s) / completion certificate(s) along with the bid. .It can be any successfully financed Replies to Queries , Addendum-6,DE-07, Page 7 of 8

project(s)/completed work(s) and is not restricted to Escalators.

2 NIT 50R1 For Annexure-VII (Undertaking for Manufacturing Clauses(s) is/are Annexure-VII in India) - We shall be able to provide PCG and self explanatory, Undertaking for PCU from our parent company, while Transfer of please follow Manufacturing in technology Commitment / Agreement shall be tender India submitted either by the respective manufacturing condition(s). unit (sister concern) or parent company on behalf of the manufacturing unit. 3 NIT A3.1 19R Delivery record for Escalators/ Moving For Clause NIT A3.1 (Eligibility of Lessors Check Please follow S.No.7(a) Walkways :-Has the Lessor / Consortium / JV List) S.No.7(a) - We are able to fulfill this criteria tender Eligibility of or its member(s), individually or jointly as a through our sister concern (M/s Thyssenkrupp condition(s). Lessors – Check member of other Consortia /JV have Industries & Services Qatar LLC) for Doha Metro List. completed work(s) during last 10 years Project Order {having 326 Nos of. Escalators, 54 ending last day of the month previous to the Nos. of Travelators (moving walks), 202 Nos. of month of tender submission as given below: machine room less elevators , single order value “Bidder or its parent company/sister concern = INR 798 Crore }. The Manufacturing and Supply must have Experience ofManufacturing, for Qatar Metro project is performed by Supply (or Manufacturing) and manufacturing Unit (Spain Factory, which is a Commissioning (or Installation) of minimum standalone company and another sister concern) 161 Escalators / Moving Walkway in Mass and installation, testing and commissioning is Rapid Transit System (Metro Station(s) / performed by M/s Thyssenkrupp Industries & Railways Station(s) / Airport(s) / Sub - Urban Services Qatar LLC – which is Field Sister Railway(s)). Concern. The Lessor shall provide clients reference letter(s) / completion certificate(s)” ^Clubbing/grouping of multiple work is allowed against criteria at serial number 7(a) is allowed)

Replies to Queries , Addendum-6,DE-07, Page 8 of 8