REQUEST FOR PROPOSAL FOR THE DESIGN, … SANKESHWAR ROAD S.H.-188 (AJARA REST HOUSE, TAL.-AJARA, DIST.-KOLHAPUR) REQUEST FOR PROPOSAL FOR THE DESIGN, BUILD, FINANCE, CONSTRUCTION,

Page- 1 of 199

REQUEST FOR PROPOSAL FOR THE CONSTRUCTION OF JANSUVIDHA KENDRA AT AMBOLI AJARA GADHINGLAJ SANKESHWAR ROAD S.H.-188 (AJARA REST HOUSE, TAL.-AJARA, DIST.-KOLHAPUR)

REQUEST FOR PROPOSAL FOR THE

DESIGN, BUILD, FINANCE, CONSTRUCTION,

DEVELOPMENT, IMPLEMENTATION, OPERATION

AND MAINTENANCE OF THE JAN SUVIDHA

KENDRA, AT- AJARA, TAL.-AJARA,

DIST.-KOLHAPUR, MAHARASHTRA.

“DESIGN, BUILD, FINANCE, CONSTRUCTION,

DEVELOPMENT, IMPLEMENTATION, OPERATION

AND MAINTENANCE OF THE JAN SUVIDHA KENDRA,

AT AMBOLI AJARA GADHINGLAJ SANKESHWAR ROAD

SH-188 AT Km.27/400 (AJARA REST HOUSE, TAL.-AJARA,

DIST.-KOLHAPUR), MAHARASHTRA” ("Project")

OFFICE OF ENGINEER,

PUBLIC WORKS (SOUTH) DIVISION, KOLHAPUR

BANDHKAM BHAVAN, PWD CAMPUS, NEAR HEAD POST OFFICE,

TARABAI PARK, KOLHAPUR. PINCODE - 416 003.

Page- 2 of 199


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Page- 6 of 199


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E tender in brief

Name of Office Executive Engineer, P.W.(South) Division, Kolhapur

E Tender Notice No. No. 77 for 2016-17 ( Second Call )

Sealed online e - tenders for the following works are invited by the Executive Engineer, Public Works (South) Division, Kolhapur

A brief description of work :- Construction of Jan Suvidha Kendra for general tourists and Ladies Toilets with drinking water and other Public Amenities along State Highways, At locations in Ajara and Chandgad tahsil, under Jurisdictions of Public Works South Division, Kolhapur. (On the basis of Design, Build, Finance, Development, Implementation, Operation and Maintenance to be done by the Concessionaire )

Tender Form Fee Rs. 5000/-

Date and time of Opening of Tender

Envelope No. 1 on 29/03/2017 at 15.01 Hrs.

Envelope No. 2 on 29/03/2017 at 15.01 Hrs.

1) All eligible/interested contractors who want to participate in tendering process should compulsory get enrolled on e-tendering portal "http://maharashtra.etenders.in" and further need to empanelled online on sub portal "http://pwd.maharashtra.etenders.in" and https://mahatenders.gov.in in the appropriate category applicable to them.

2) Contact details for difficulties in submission of online tenders if any. Sify Technologies Ltd. Nextenders (India) Pvt. Ltd. On 020-25315555/ 25315556 (Pune) or 022 26611117 / 26611287 (Extn. 25/ 26)

3) It is compulsory for all participates to submit all documents online. It is also compulsory to Pay Earnest money on line through payment gateway.

4) Contractor may contact on telephone number (0231) 2650042 for any clarification. 5) Above Tender Notice is displayed on P.W.D. website “www.mahapwd.com”

6) Contact person and address for correspondence Executive Engineer, P.W.(South) Division, Kolhapur

Fax No. (0231) 2650140

Phone No. (0231) 2650042 E mail- [email protected]

Sd/- (N.M.Vedpathak) Executive Engineer, Public Work (South) Division, Kolhapur.

Page- 8 of 199


GOVT. OF MAHARASHTRA

Public Works (South) Division, Kolhapur- 416 003 Phone No. 0231/2650042

Web - www.mahapwd.com & [email protected]

E-TENDER NOTICE NO. 77 FOR 2016-2017 (Second Call)

Sealed online e - tenders for the following work are invited by the Executive Engineer, Public Works (South) Division, Kolhapur - 416 003 (Telephone No. 0231/2650042) from the contractors Registered with Government of Maharashtra Public Work Department in appropriate class.

Sr. No.

Name of Work Earnest Money

Rs.

Time limit for

Completion

Cost of e-tender Form Fee Rs.

1 Construction of Jan Suvidha Kendra in P W Rest House premises at Ajara on Amboli Ajara Gadhinglaj Sankeshwar road S.H. 188.( On the basis of Design, Build, Finance, Development, Implementation, Operation and Maintenance to be done by the Concessionaire )

50,000/- 12 Months

5000/- (Non-

Refundable) (Only On line)

2 Construction of Jan Suvidha Kendra, in the premises of Tambulwadi P W Rest House, Tal. Chandgad on Vengurla Belgaum Bellary Road S.H. 180 Dist. Kolhapur) ( On the basis of Design, Build, Finance, Development, Implementation, Operation and Maintenance to be done by the Concessionaire )

50,000/- 12 Months

5000/- (Non-

Refundable) (Only On line)

Sd/-

(N.M.Vedpathak) Executive Engineer,

Public Work (South) Division, Kolhapur.

Page- 9 of 199


E-Tender Time Table

1 Period of Download of bidding document

Dt. 27/02/2017 at 10.00 to Dt. 23/03/2017 at 23.00

2 Last date and time of receipt of queries for pre bid conference online

On Dt. 16/03/2017 at 15.00 Hrs. in the office of The Superintending Engineer, Public Works Circle, Kolhapur

3 Pre bid conference date, time and venue

On Dt. 17/03/2017 at 15.00 Hrs. in the office of the Chief Engineer, P.W.Region, Pune

4 Last date and time for online bid preparation and hash submission (Technical & Financial)

Dt. 26/03/2017 up to 23.00

5 Period of Super Hash on line Dt. 26/03/2017 at 23.01 to 27/03/2017 at 14.00

6 Last date and time for online bid data Decryption and Re-encryption (Technical & Financial)

Dt. 27/03/2017 at 14.01 to Dt. 29/03/2017 at 14.00

7 Place, Time and Date of Opening Technical bids if possible.

Dt. 29/03/2017 at 15.01 in the office of Superintending Engineer, P.W. Circle, Kolhapur. (If Possible)

8 Place, Time and Date of Opening Financial bids if possible.

Dt. 29/03/2017 at 15.01 in the office of Superintending Engineer, P.W. Circle, Kolhapur. (If Possible)

Note:-

1. All eligible/interested contractors who want to participate in tendering process should compulsory get enrolled on e-tendering portal "http://maharashtra.etenders.in" and further need to be empanelled online on sub portal "http://pwd.maharashtra.etenders.in", https://mahatenders.gov.in in the appropriate category applicable to them.

2. Contact details for difficulties in submission of online tenders if any. Sify Technotigies Ltd. Nextenders (India) Pvt. Ltd. On 020-25315555/ 25315556

(Pune) or 022-26611117 / 26611287 (Extn. 25/ 26)

3. It is compulsory for all participants to submit all documents online.

4. Other term and condition are displayed on e-tender Portal. Right to reject any or all online bid of work without assigning any reasons thereof is reserved.

5. Above Tender Notice is displayed on P.W.D. website “www.mahapwd.com” Sd/-

(N.M.Vedpathak) Executive Engineer,

Public Work (South) Division, Kolhapur.

Page- 10 of 199


SECTION -1

Page- 11 of 199


TABLE OF CONTENTS

DISCLAIMER 13

INVITATION FORBIDS 15

GENERAL INFORMATION 15

PROJECT BACKGROUND 17

BACKGROUND OF JAN SUVIDHA KENDRAS 17

GENERAL TERMS AND CONDITIONS FOR THE TENDER PROCESS 20

EVALUATION OF BIDS 20

MINIMUM ELIGIBILITY CRITERIA 20

BIDS TO BE SUBMITTED BY A JOINT VENTURE OR BY SINGLE BIDDERS 21

FEE AND DEPOSITS TO BE PAID BY THE BIDDER 23

SUBMISSION OF FOREIGN DOCUMENTS AND OTHER REQUIREMENTS 26

USING NET WORTH AND / OR EXPERTISE OF HOLDING / PARENT COMPANY 26

ONE BID PER BIDDER 26

BID PREPARATION AND COSTS 26

DUE DILIGENCE, INSPECTION AND INVESTIGATION 27

VALIDITY OF BIDS 27

RIGHT TO REJECT BIDS 27

MISREPRESENTATION AND / OR FRAUD AND / OR BREACH OF

TERMS AND CONDITIONS 27

AMENDMENTS TO THE RFP 28

GOVERNING LAW AND JURISDICTION 28

TENDERING PROCEDURE AND SCHEDULE 29

GENERAL REQUIREMENTS 29

PRE-BID MEETING 29

PREPARATION AND SUBMISSION OF BIDS 29

SCHEDULE OF THE TENDER PROCESS 30

LANGUAGE AND CURRENCY 31

GENERAL RESPONSIBILITIES OF THE BIDDER 31

SUBMISSION OF BIDS 31

MODIFICATION AND / OR WITHDRAWAL OF BIDS 32

OPENING OF THE BIDS 32

EVALUATION OF BIDS 33

CONFIDENTIALITY 36

ACCEPTANCE OF BIDS 36

EXECUTION OF THE CONCESSION AGREEMENT 37

Page- 12 of 199


BIDS OF OTHER BIDDERS 37

MISCELLANEOUS 38

PRESCRIBED FORMATS 39

A. LETTER OF APPLICATION AND INTEREST 39

B. GENERAL INFORMATION ON THE BIDDER 41

C. FORMAT FOR FINANCIAL BID 42

D. AFFIDAVIT 42

E. FORMAT FOR POWER OF ATTORNEY FOR SIGNING OF APPLICATION

AND OTHER REQUIRED DOCUMENTS 46

F. FORMAT FOR BID SECURITY AS BANK GUARANTEE 47

G. POWER OF ATTORNEY BY EACH MEMBER OF THE JV IN FAVOUR

OF LEAD MEMBER 50

H. FORMAT OF PARENT / HOLDING COMPANY DEED OF GUARANTEE 51

I. FORMAT OF SELECTED BIDDER GUARANTEE TOWARDS SPC 54

J. DRAFT JOINT VENTURE AGREEMENT 57

K. FORMAT OF DEED OF GUARANTEE (IN CASE OF JV) TOWARDS SPC

(IF APPLICABLE AND AFTER LOA) 62

L. POWER OF ATTORNEY BY THE LEAD MEMBER OF THE JV IN FAVOUR OF

ITS DULY AUTHORIZED REPRESENTATIVE 65

M. FORMAT OF LETTER OF AWARD 66

Page- 13 of 199


DISCLAIMER

The information contained in this Request for Proposal ("RFP") document or subsequently

provided to bidders, whether verbally or in documentary form by or on behalf of Executive

Engineer, P.W. (South) Division, Kolhapur or any of its employees or its advisors, is

provided to bidders on the terms and conditions set out in this RFP and the Concession

Agreement as set out in Section - II hereto, and any other terms and conditions subject to

which such information is provided.

This RFP is not an agreement and is not an offer or invitation to any other party. The

purpose of this RFP is to provide the bidders with information to assist the formulation of

their bid submission. This RFP does not purport to contain all the information each bidder

may require. This RFP may not be appropriate for all persons and it is not possible for

Executive Engineer, P.W. (South) Division, Kolhapur and their employees and / or

advisors to consider the investment objectives, financial situation and particular needs of

each bidder. Certain bidders may have a better knowledge of the proposed Project than

others. Each recipient must conduct its own analysis of the information contained in this RFP

or to correct any inaccuracies therein that may appear in this RFP and is advised to carry out

its own investigation into the proposed Project, the legislative and regulatory regimes which

applies thereto and by and all matters pertinent to the proposed Project and to seek its own

professional advice on the legal, financial, regulatory and taxation consequences of entering

into any agreement or arrangement relating to the proposed Project.

The Executive Engineer, P.W. (South) Division, Kolhapur and their employees and their

advisors make no representation or warranty and shall incur no liability under applicable

laws for any loss, expense or damage, accuracy, reliability or completeness of the RFP,

which may arise from or be incurred or suffered in connection with anything contained in this

RFP, any matter deemed to form part of this RFP, the award of the Project, the information

and any other information supplied by or on behalf Executive Engineer, P.W. (South)

Division, Kolhapur or their employees, any consultants or otherwise arising in any way

from the selection process for the Project. The information given is not intended to be an

exhaustive account of statutory requirements and should not be regarded as a complete or

authoritative statement of law. The Executive Engineer, P.W. (South) Division, Kolhapur

hereby accepts no responsibility for the accuracy or otherwise for any interpretation or

opinion on law expressed herein. The Executive Engineer, P.W. (South) Division,

Kolhapur also accepts no liability of any nature whether resulting from negligence or

otherwise howsoever caused arising from reliance of any bidder upon the statements or any

information contained in this RFP.

The Executive Engineer, P.W. (South) Division, Kolhapur may in its absolute discretion,

but without being under any obligation to do so, can amend or supplement the

information/clauses/articles in this RFP. The information that the Executive Engineer, P.W.

(South) Division, Kolhapur is in a position to furnish is limited to this RFP, along with any

amendments/ clarifications thereon. This RFP and the information contained herein are

confidential and for use only by the person to whom it is issued. It may not be copied or

distributed by the recipient to third parties (other than in confidence to the recipient's

Page- 14 of 199


professional advisors). In the event that the recipient does not continue with the involvement

in the Project in accordance with RFP the information contained in the RFP shall not be

divulged to any other party. The information contained in the RFP must be kept confidential.

Mere submission of a responsive Bid/ Proposal does not ensure selection of the bidder as

the Concessionaire. The issue of this RFP does not imply that the Executive Engineer,

P.W. (South) Division, Kolhapur is bound to select a bidder or to appoint the successful

bidder, for the execution of the scope of work and other requirements, and the Executive

Engineer, P.W. (South) Division, Kolhapur reserves the right to reject all or any of the

bidders or bids without assigning any reason whatsoever.

The bidder shall bear all costs associated with or relating to the preparation and submission

of its bid including but not limited to preparation, copying, delivery fees, expenses

associated with any demonstrations or presentations which may be required by the

Executive Engineer, P.W. (South) Division, Kolhapur or any other costs incurred in

connection with or relating to its bid. All payment of such costs and expenses will lie with the

bidder and the Executive Engineer, P.W. (South) Division, Kolhapur shall not be liable in

any manner whatsoever for the same or for any other costs or other expenses incurred by a

bidder in preparation or submission of the bid, regardless of the conduct or outcome of the

bidding process.

The bidder on submission of the first bid shall be deemed to have acknowledged and

undertaken that based on the terms and conditions of the RFP, the bidder shall execute the

works which are suitable for the Project and shall recommend the same in its bid after taking

into consideration the effort estimated for implementation of the same. If any duties,

responsibilities and / or obligations not specifically described in the RFP and / or the

Concession Agreement are an inherent, necessary or customary part of the deliverables,

performance of any duties, responsibilities and / or obligations and are required for proper

performance or provision of the deliverables or services in accordance with the Concession

Agreement, they shall be deemed to be included within the scope of the deliverables, duties,

responsibilities and / or obligations, as if such deliverables, duties, responsibilities and / or

obligations were specifically required and expressly described in the RFP and / or the

Concession Agreement and shall be provided by the bidder as part of the performance of its

duties, obligations and responsibilities.

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1. INVITATION FOR BIDS 1.1. GENERAL INFORMATION 1.1.1. The Public Works Department, the Government of Maharashtra (the "Authority"),

represented by the Executive Engineer, P.W. (South) Division, Kolhapur intends to

develop Jan Suvidha Kendra and the Project (as defined under the Concession

Agreement) including without limitation the construction of toilets in general and ladies

toilets with drinking water and other public amenities at location mentioned in

Schedule -IV of the Concession Agreement.

1.1.2. This Request for Proposal ("RFP") is for the Project design, finance, inspection, survey,

development, construction, implementation, operation and maintenance of the Jan

Suvidha Kendra at the Site (as defined under the Concession Agreement) mentioned in

Schedule - IV of the Concession Agreement, from the following eligible bidders (the

"Bidders") or who have already qualified under the Expression of Interest (EOI).

(i) Individuals;

(ii) Partnership firms, within the meaning of the Indian Partnership Act, 1932;

(iii) Limited Liability Partnerships, within the meaning of the Limited Liability

Partnership Act, 2008;

(iv) Company and / or corporations, within the meaning of the Companies Act, 2013;

(v) Statutory corporations, incorporated under any act and / or statute of the

Government of India or any state government;

(vi) A registered society under any act and / or statute of the Government of India or

any state government;

(vii) An association of persons, within the meaning of the Income Tax Act, 1961; and,

(viii) A joint venture entity (whether or not having separate legal personality) of two or

more of the above.

1.1.3 Multiple Bidders may also bid under a joint venture arrangement, in accordance with

the requirements of this RFP and shall submit the duly executed joint venture

agreement, in the form and format as set out in this RFP, to the Authority. The invitation

for bids is also open to foreign bidders, provided that they are bidding under the joint

venture arrangement, with at least one (1) Indian Bidder as part of such joint venture

arrangement, with such Indian Bidder as the Lead Member (as defined under the

Concession Agreement)

1.1.4. The selected Bidder shall duly incorporate a special purpose vehicle, as a private

company under the provisions of the Companies Act, 2013 in order to execute the

Project and perform its duties, obligations and responsibilities in this regard. The

special purpose vehicle (herein after called as the "Concessionaire") shall enter into

the Concession Agreement (the "Concession Agreement") in the form and format as

set out in Section - II hereto, for the design, finance, inspection, survey, development,

construction, implementation, operation and maintenance of the Project, for the

Concession Period (as defined under the Concession Agreement) as mentioned in this

RFP.

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1.1.5. A single stage bidding process shall be conducted for determination of the Selected

Bidder (as defined under the Concession Agreement). The Bidders would be required

to meet the minimum threshold technical qualification conditions and qualify for

undertaking the Project as set out in this RFP. This qualification assessment would be

carried out as part of the current bidding and evaluation process. The financial bids of

only those Bidders that possess the minimum technical qualification conditions as set

out under this RFP and have been submitted in compliance with the requirements as

stated herein would be opened and evaluated.

1.1.6. The RFP contains information about the Project, the Site, bidding process, proposal

submission, the evaluation of bids, qualification, financial proposal requirement and the

award of the Project.

1.1.7. Copies of the RFP can be downloaded from www.maharashtra.etenders.in from

27/02/2017 to 23/03/2017 between 10:00 hours to 23:00 hours (Indian Standard Time)

on payment of Rs.5,000/- (Rupees Five thousand only) through the online

e- payment gateway.

1.1.8. A Pre - Bid Meeting with the Bidders shall be held on 16/03/2016 at 15:00 Hrs. in the

office of Chief Engineer, Public Works Region, Pune.

1.1.9. The bids will be opened in the presence of the prospective parties in the office of

Superintending Engineer, Public Works Circle, Kolhapur. The date of opening for

the technical bid shall be: 29/03/2017 and the date of opening of the financial bid shall

be: 29/03/2017

1.1.10. The Bids shall be submitted online on or before 26/03/2017 ("Proposal Due Date") till

10:00 hours. Late or delayed submissions will not be accepted. The Authority, may in

its sole discretion, amend the Proposal Due Date.

1.1.11. In case applicants need any further information about the Project or need access to any

other documents related to the Project and / or the Site, as available with the

Executive Engineer, P.W. (South) Division, Kolhapur or any other information, they

are requested to contact below:

OFFICE OF EXECUTIVE ENGINEER,

PUBLIC WORKS (SOUTH) DIVISION,

KOLHAPUR.

BANDHKAM BHAVAN, PWD CAMPUS,

NEAR HEAD POST OFFICE,

TARABAI PARK, KOLHAPUR.

PIN – 416 003

Phone Number (0231) 2650042

Email – [email protected]

1.1.12. All capitalized terms used but not defined herein, shall have the meanings as ascribed

to such terms, under the Concession Agreement as set out in 'Section - II' hereto.

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2. PROJECT BACKGROUND

2.1 BACKGROUND OF JAN SUVIDHA KENDRAS

2.1.1 Maharashtra state has a wide network of roads which includes State Highways, major

district roads, and other roads. A lot of people travel through these roads daily, in which

women travelers comprise a large number. Facility for resting, restaurants and toilets are

available on the State transport bus stands or road side hotels like dhabas. Yet taking

into account the hygiene and privacy factors, many of the above mentioned facilities are

in inhumane condition, leave alone provision of adequate security measures for the

women travelers during the night time.

2.1.2 To address these issues, the Government of Maharashtra has entrusted the Public

Works Department with the requisite authority, in public interest, for the execution of the

Project titled “DESIGN, BUILD, FINANCE, CONSTRUCTION, DEVELOPMENT,

IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE JAN SUVIDHA

KENDRA, AT AMBOLI AJARA GADHINGLAJ SANKESHWAR ROAD SH-188

Km.27/400 (AJARA REST HOUSE TAL.-AJARA, DIST.-KOLHAPUR), MAHARASHTRA”

for the design, build, finance, construction, development, implementation, operation and

maintenance of Jan Suvidha Kendras (the "Jan Suvidha Kendras"), proposing to

provide certain essential facilities, in public interest, including but not limited to toilet

facilities, park - like areas, parking areas, vehicle service areas, restrooms, shops,

telephone and internet facilities, ATMs, restaurants, water purifiers, sanitary napkin

disposal systems, solar systems, external and internal beautification, internal roads,

compound wall, sewage treatment plant, effluent treatment plants, CCTV surveillance

system, other security measures for safety of the Users, etc. in accordance with the

requirements of this RFP, the Concession Agreement under Section - II hereto,

applicable laws and applicable permits and clearances.

2.1.3 This Jan Suvidha Kendra is a public facility which shall have the facilities as set out under

the Concession Agreement, under Section - II hereto, at which drivers and passengers

can rest, service their vehicles or refuel without exiting on to secondary roads. The

maximum built up area and minimum built up area of the proposed facility for the

construction of the Jan Suvidha Kendra and execution of the Project shall be

categorically stated, by the Bidders, as part of the bid submission.

2.1.4 The scope of the Project and the duties, responsibilities and obligations of the

Concessionaire are set out under Schedule - I of the Concession Agreement.

2.1.5 As a part of this process the Authority has identified the Site, the details of which are

set out in Schedule - IV of the Concession Agreement, for the construction of such Jan

Suvidha Kendra, the Project and for the performance of the duties, responsibilities and

obligations of the Concessionaire. The Site shall be provided to the Concessionaire, on

leave and license basis for a period of fifteen (15) years ("Concession Period"), in

accordance with the terms and conditions of the Concession Agreement. In

consideration of the grant of the Site in accordance with the terms as stated in the

Concession Agreement, the Bidder has to pay the License Fees (as defined under the

Concession Agreement) to the Authority, on being awarded the Project, and such other

payments as required in accordance with the terms and conditions of the Concession

Agreement. The Concessionaire has to provide the services to the Users (as defined

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under the Concession Agreement) as are required under this RFP, during the

Concession Period.

2.1.6 On the completion of the Concession Period the Project, the Site and all Assets (as

defined under the Concession Agreement) therein, shall be handed over by the

Concessionaire to the Authority, in accordance with the terms and conditions of the

Concession Agreement. The Concessionaire shall only use the Site for the execution of

the Project and for the performance of its duties, obligations and responsibilities as

stipulated under the RFP and the Concession Agreement. Any use of the Site for any

other purpose not stipulated under the RFP and the Concession Agreement, without prior

permission / approval of the Concessionaire, shall be liable for severe action from the

Authority and in such event, the Authority shall have the discretion to terminate the

Project without any claims and / or liabilities to the Concessionaire. In the event, that the

availability of land at the Site is less than that as stipulated in the RFP, the

Concessionaire shall submit a plan to accommodate to the extent of such land at the

Site, as available.

2.2 LOCATIONS OF SITES FOR JAN SUVIDHA KENDRA:

The following are the proposed locations of the Site as proposed for Jan Suvidha Kendra

and the Project in Public Works (South) Division, Kolhapur.

Sr. No. District Name of road Location Available area of

Land (Sq. Mtrs.)

01 Kolhapur AMBOLI AJARA

GADHINGLAJ

SANKESHWAR

ROAD SH-188

Ch.27/400

1786.68

Sq. Mtrs.

2.3 PROJECT STRUCTURE, SOURCE OF FUNDS AND SOURCE OF REVENUE

(a) The scope of work of the Concessionaire includes without limitation the design,

build, finance, construction, development, implementation, operation and

maintenance of the Jan Suvidha Kendra and the Project and such other duties,

obligations and responsibilities of the Concessionaire, as set out in the Concession

Agreement, to be performed by the Concessionaire in accordance with Applicable

Laws (as defined under the Concession Agreement), Clearances (as defined under

the Concession Agreement) and Good Industry Practice (as defined under the

Concession Agreement).

(b) The Concessionaire shall propose to the Authority, the various facilities as

proposed to be built at the Jan Suvidha Kendra, in keeping with, the scope of work

as set out under Schedule - IV of the Concession Agreement, the requirements of

the Jan Suvidha Kendra, the Site, the Clearances and Applicable Laws.

(c) The Concessionaire shall pay the Licence Fees to the Authority for the use of Site

during the Concession Period andshall make such other payments as required in

accordance with the terms and conditions of the Concession Agreement.

(d) The Concessionaire shall have the exclusive right, license to develop the Jan

Suvidha Kendra and the Project, subject to conditions as mentioned in the RFP and

the terms and requirements of the Concession Agreement. The Concessionaire

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can charge from the Users (as defined under the Concession Agreement) of the

Jan Suvidha Kendra and the Project, the Commercial Charges (as defined under

the Concession Agreement) and generate such other sources of revenue and to

recoup its investments, as proposed to the Authority during the tender process,

including but not limited to the following:

(i) Commercial Charges from proposed shops, facilities, ATM centers, rentable

space other than mobile towers.

(ii) Commercial Charges from displaying advertisements at the Jan Suvidha

Kendra and the Project.

(iii) Commercial Charges from restaurants, food stalls to be built, vehicle repair

centers, etc. at the Jan Suvidha Kendra and the Project.

(iv) Apart from the above, any other revenue stream can also be proposed by the

Bidder to the Authority, during the tender process. However the same has to

be approved by the Authority before implementation. The Bidder shall provide

such other information, in this regard, as may be requested by the Authority.

(e) The Concessionaire shall prepare a detailed Project Report (as defined under the

Concession Agreement) with the requisite design specifications and other

information, and pursuant to its approval, complete the Project within the stipulated

Implementation Period of 12 (Twelve) Months.

(f) The Concessionaire can charge from the Users of the Jan Suvidha Kendra and the

Project, the Commercial Charges and generate such other sources of revenue to

recoup its investments, as proposed to the Authority during the tender process.

However the same shall be approved by the Authority / Engineer in charge before

implementation.

2.4 END OF THE CONCESSION PERIOD

At the end of the Concession Period, by efflux of time or premature termination for any

reason whatsoever, all rights and / or benefits accorded under the Agreement shall cease

to have effect and the Jan Suvidha Kendra, the Project and the Site including without

limitation the assets (i.e. both movable and immovable assets, whether provided by the

Authority or brought in by the Concessionaire during the subsistence of the Agreement),

thereof shall transfer back to the Authority as per the provisions of the Concession

Agreement. All the movable and immovable assets attached shall revert to the Authority

without any obligation on Authority to pay or adjust any consideration or make any other

payment to the Concessionaire.

2.5 SCOPE OF WORK

The scope of work of the Concessionaire includes without limitation the design, build,

finance, construction, development, implementation, operation and maintenance of the

Jan Suvidha Kendra and the Project and such other duties, obligations and

responsibilities of the Concessionaire as set out in the Concession Agreement in

accordance with Applicable Laws, Clearances and Good Industry Practice as more

particularly set out in the Concession Agreement.

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3. GENERAL TERMS AND CONDITIONS FOR THE TENDER PROCESS

3.1. EVALUATION OF BIDS

The evaluation of the bids by the Bidders shall be broadly conducted as follows:

(a) STEP 1 - Opening of technical proposals and short - listing of Bidders on the

basis of such technical evaluation; and,

(b) STEP 2 - Opening of financial proposals of technically qualified Bidders and final

selection of the selected bidder as set out under this RFP.

3.1.1. The entire bidding process has been explained elaborately in Clause 4 of Section - I of

this RFP.

3.1.2. The Project shall be awarded to the technically qualified Bidder scoring the maximum

points under the tender evaluation process, conducted in accordance with the

requirements as set out under the RFP. The bids to be submitted by the Bidders shall

include the following information and other information as may be requested by the

Authority from the Bidders, from time to time:

(a) The bid shall consist of the detailed project plans of the proposed facilities to be

constructed at the Jan Suvidha Kendra and the Project, the documents and / or

information as required under this RFP and such other information as may be

requested by the Authority from the Bidder.

(b) The bid shall consist of the Bidder's quote of the Licence Fees that the bidder shall

pay to the Authority, for use of the Site for the period of the Concession Period, upon

due selection and award of the Project.

(c) The bid shall consist of the facilities as proposed to be constructed by the bidder,

including without limitation, facilities for parking, drinking water, toilet facilities,

sanitary requirements for women in accordance with the scope of work, as set out

under the Schedule - IV of the Concession Agreement.

3.1.3. The selected bidder shall be issued the Letter of Award ("LoA") in the form and format

as set out in Clause 5 (M). After issuance of the LoA, by the Authority, in writing the

selected bidder shall duly incorporate the Concessionaire and the Concessionaire shall

enter into the Concession Agreement with the Authority within 45 (forty - five) days of

the date of issuance of the LoA or the date as mutually agreed between the Authority

and the selected Bidder.

3.2. MINIMUM ELIGIBILITY CRITERIA

3.2.1. The Bidder should be legally competent to enter into a contract as per Applicable Laws.

3.2.2. Only those Bidders who satisfy both the following conditions ("Minimum Eligibility

Criteria") and submit other relevant documents and / or information as per Clause 5

and other provisions of Section - I of this RFP shall be declared "Eligible" for the

Project.

(A) Technical Eligibility Criteria

Experience in the construction, development / operation and maintenance of

projects mentioned in 'a' or 'b'.

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a. Construction / development of at least one (1) number of either Jan

Suvidha Kendra like facility which shall include toilet facilities, restaurant

facilities and parking facilities etc. / public toilet or community toilet and

its satisfactory operation and maintenance for a minimum period of three

(3) years before the Proposal Due Date;

OR

b. Operation and maintenance of at least one (1) Jan Suvidha Kendra like

facility for a minimum of two (2) years and / or three (3) numbers of either

public toilets or community toilets for a minimum period of three (3) years

before the Proposal Due Date.

(B) Financial Eligibility Criteria

The audited financial statements, by a duly appointed auditor, along with the

statement if the auditor and such information as requested by the Authority, in

support of these shall be furnished:

a. The Bidder should have minimum average annual turnover of Rs.3.00

Crores (Rupees Three Crores only) for the last three years (i.e. 2013 -

14 to 2015 -16);

AND

b. The Bidder should have minimum net worth of Rs.3.00 Crores (Rupees

Three Crores only).

3.3. BIDS TO BE SUBMITTED BY A JOINT VENTURE OR BY SINGLE BIDDERS:

3.3.1. There can be a maximum of 3 (three) members in a Joint Venture (JV) arrangement.

3.3.2. The Lead Member of a JV, independently, shall be required to satisfy the Technical

Eligibility Criteria mentioned in Clause 3.2.2 (a). However, for the Financial Eligibility

Criteria, as laid down in Clause 3.2.2 (b), the aggregate financials of the JV members

shall be considered.

3.3.3. Any material changes in the membership of a Bidder will be rejected by the Authority.

Proposals submitted by a joint venture must include duly executed joint venture

agreement, in the form and format as set out under Clause 5(J) of this RFP, between

the various Joint Venture ("JV") members stamped in accordance with Applicable

Laws, which describes the responsibilities and proposed equity commitments of each

member in the JV. One of the JV members would be required to be nominated as the

Lead Member and the same shall also be mentioned in the Joint Venture (JV)

Agreement.

3.3.4. The selected Bidder shall, inter alia form a special purpose vehicle ("SPC"), a private

company registered in India in accordance with Applicable Laws, for the

implementation of the Project and the performance of the duties, obligations and

responsibilities as envisaged under the Concession Agreement. The SPC shall be

formed within 30 (thirty) days of the date of the Letter of Award. The SPC would enter

into the Concession Agreement and subsequently carry out all the duties, obligations

and responsibilities of the selected Bidder and undertake the Project as stipulated in

the Concession Agreement. The proposed shareholding of the members of the JV or

the Bidder in the SPC must be in compliance with the criteria specified in this RFP.

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However, the membership structure of the Bidder shall not be changed by the Bidder

without Authority's prior written approval.

3.3.5. In addition to the above obligations, the Lead Member of the JV / the selected Bidder

shall maintain a minimum equity shareholding in the SPC as mentioned below:

(a) The Lead Member / selected Bidder shall hold fifty - one percent (51%) Equity

(as defined under the Concession Agreement) in the Concessionaire till the

expiry of two (2) years from the date of issuance of the Implementation

Completion Certificate (as defined under the Concession Agreement); and,

(b) The Lead Member / selected Bidder shall continuously hold at least, twenty - six

(26%) percent Equity of the Concessionaire for the entire Concession Period.

3.3.6. Members of the JV shall be liable jointly and severally for the execution of the Project in

accordance with the terms of the Concession Agreement and a statement to this effect

shall be included in the Joint Venture (JV) Agreement mentioned under Clause 3.3.3

above, as well as in the bid and in the Concession Agreement. The Authority may

require such documents / undertakings / indemnities, as it may deem fit, from JV

members and the Bidder before or at the time of issuance of LoA / execution of the

Concession Agreement.

3.3.7. Each of the JV members shall be required to furnish a Deed of Guarantee as per the

format laid down in Clause 5(K), towards the SPC, including a resolution from the

Board of Directors of such JV members (in case of a company) or in other cases, by

duly authorized signatories of such entity in order to amount to a legal and binding

obligation on behalf of the JV members, pledging their financial strength and technical

support and their expertise towards the development of the Project and the

performance of the duties, responsibilities and obligations as envisaged under the


3.3.8. The single Bidder may also apply for the implementation of the Project. The single

Bidder would enter into the Concession Agreement and subsequently carry out all the

responsibilities of the selected Bidder and undertake the Project as stipulated in the

Concession Agreement. The single Bidder shall be required to furnish a Deed of

Guarantee as per the format laid down in Clause 5 (I), including a resolution of the

Board of Directors (in case of a company) from such Bidder or in other cases, by duly

authorized signatories of such entity in order to amount to a legal and binding obligation

on behalf of the single Bidder, pledging its financial strength and technical support and

its expertise towards the development of the Project.

3.3.9. The Lead Member nominated at the time of submission of the bids shall continue to be

the Lead Member of the SPC. Such Lead Member shall hold authorization in the form

of Power of Attorney. The bids must designate one or more person(s) to represent the

Bidder in its dealings with the Authority / the Engineer - in - charge. Unless specifically

informed to the contrary, prior to such performance, the Authority will assume that the

person(s) designated is authorized to perform all tasks, including, but not limited to,

providing information, responding to inquiries and entering into contractual

commitments on behalf of the Bidder or the JV as the case maybe. Any and all

limitations on the authority of the designated person(s) should be detailed in the bids.

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The Lead Member should execute a Power of Attorney, in the form and format as set

out in Clause - 5 (L), in favour of the designated person(s), who shall represent the

Bidder. The Proposal must designate one or more person(s) to represent the Bidder in

its dealings with Engineer - in - charge. Unless specifically advised to the contrary,

Engineer - in - charge shall assume that the person(s) designated is authorized to

perform all tasks, including, but not limited to, providing information, responding to

inquiries and entering into contractual commitments on behalf of the single / individual

Bidder as the case maybe. Any and all limitations on the authority of the designated

person(s) should be detailed in the Proposal. The Bidder shall be required to give a

guarantee for the Project, if selected, in the form and format as set out in Clause - 5 (I)

of this RFP.

3.3.10. Each member of the JV shall submit a signed letter (on the official letter head) with the

bid, which states that the said member:

(a) Has reviewed the entire bid;

(b) Is in accord with each key element of the bid, including, but not limited to, its

technical and price components, description of the member's responsibilities and

commitments to the Project, and the designated person(s) who will represent the

JV during the negotiation process. Any exception or qualification, for whatsoever

reason, should be addressed in the enclosed letter;

(c) Has participated in only one bid for this Project; and,

(d) Each of the JV members will be jointly and severally liable to the Authority for the

purposes of execution of the Project.

3.3.11. All information that may adversely affect the performance of the duties, responsibilities

and obligations, in accordance with the Concession Agreement, of a Bidder or any JV

member - including without limitation ongoing litigation, financial distress, or any other

such matter - must be disclosed to the Authority. The bidders shall provide such

evidence of their continued eligibility satisfactory to the Authority as the Authority shall

reasonably request from time to time. The Authority reserves the right to verify all

statements / information submitted to confirm the Bidder's claim on experience,

performance of equipment offered and capabilities to perform the Project. The Authority

may inspect such works of Bidders. Bidder shall co - ordinate and arrange for visit to

such works. However all expenses of the Authority / Authority's representative will be

borne by the Authority.

3.4. FEE AND DEPOSITS TO BE PAID BY THE BIDDER

3.4.1. BID SECURITY

(a) The bid shall be accompanied by an initial Bid Security, in original, for a value of

Rs.1,41,000/- (Rupees One lakh forty one thousand only) in the following

manner:

A bank guarantee issued by a scheduled bank, in accordance with the Reserve

Bank of India Act, 1934, in favour of Executive Engineer, P.W. (South)

Division, Kolhapur and in the format given in Clause 5 (F).

(b) The Bid Security shall be valid for a minimum period of 180 (one hundred and

eighty) days from the Proposal Due Date. On a request from the Engineer - in -

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charge, the Bidders would be required to extend the validity of the Bid Security

on the same terms and conditions.

(c) The Bid Security of the selected Bidder shall be returned after the signing of the


(d) Any Bid submitted without the Bid Security in the form as specified in the RFP

shall be summarily rejected.

(e) The Bid Security of Bidders whose bid is rejected on account of being non -

responsive or non - reasonable in accordance with the RFP, shall be returned /

refunded within a period of sixty (60) days from the date of intimating the

rejection of the bid by the Authority to the Bidder. The Bid Security may be

encashed and appropriated by the Engineer - in - charge as liquidated damages

as genuine pre-estimate of the loss caused to the Authority, including but not

limited to, the occurrence of the following events at the sole discretion of the

Authority:

a. If the Bidder withdraws his Bid after the Proposal Due Date;

b. If the Bidder fails to accept and rectify the errors as intimated by the

Authority, within five (5) days from the date of such intimation;

c. If the selected Bidder fails within the specified time limit to furnish the

required Performance Security;

d. If a Bidder engages in a corrupt practice, fraudulent practice, coercive

practice, undesirable practice or restrictive practice;

In this regard, the terms "corrupt practices", "fraudulent practices",

"coercive practices", "undesirable practices" and "restrictive

practices" shall have the following meanings:

"corrupt practice" means the offering, giving, receiving, directly or

indirectly, of anything of value to influence the action of a public official in

the bidding process;

"fraudulent practice" means a misrepresentation or omission of facts in

order to influence the bidding process;

"coercive practice" means harming or threatening to harm, directly or

indirectly, persons or their property to influence their participation in the

bidding process;

"undesirable practice" means establishing contact with any person

connected with or employed by the Authority with the objective of

canvassing, lobbying or in any manner influencing or attempting to influence

the bidding process; and,

"restrictive practice" means forming a cartel or arriving at any

understanding or arrangement among bidders with the objective of

restrictive or manipulating a full and fair competition in the bidding process.

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e. Non - compliance with the requirements of the RFP or any other document

referred to herein or issued pursuant thereto or any Applicable Laws

relevant for the tender process;

f. Cancellation and / or rejection of the Bid by the Authority, for any reason

whatsoever;

g. Submission of more than one bid by the Bidder;

h. Non - extension of the bid validity period and / or the period of validity of the

Bid Security, at the request of the Authority, in accordance with the terms

and conditions of this RFP;

i. Any conditions and / or qualifications imposed by the Bidder, during the

submission of the bids and / or the conduct of the bidding process;

j. At any time, a misrepresentation is made or discovered by the Authority;

k. the Bidder does not provide, within the time as may be specified by the

Authority (and if not specified within a reasonable period of time), the

supplemental information as sought by the Authority for evaluation of the

Bid;

I. The selected Bidder fails to incorporate the SPC within the stipulated time

period as per the RFP; and/or

m. If the selected Bidder fails within the specified time limit to execute the

Concession Agreement and/or the Land Licence Agreement and/or the

Selected Bidder Guarantee towards SPC.

Further, if on occurrence of any event, which in the sole discretion of the Authority,

should lead to the encashment and appropriation of the Bid Security as liquidated

damages as genuine pre-estimate of the loss caused to the Authority, it shall lead to the

disqualification of the Bidder for participating in any tender process conducted by the

Authority for a period of one (1) year starting from the date of appropriation of the Bid

Security, in accordance with the decision of the Authority in this regard.

The Bid Security of only the first three (3) ranked Bidders with the highest marks at the

end of the bid evaluation process would be retained till the Concession Agreement is

executed with the SPC. The Bid Security of the other Bidders would be returned within

60 (Sixty) day of opening of Financial Proposals. The Bid Security of the selected Bidder

shall be retained till the Concession Agreement is executed.

3.4.2. PERFORMANCE SECURITY

The Selected Bidder, for due and faithful performance of its obligations under the

Concession Agreement, shall be required to provide a Performance Security of

Rs.6,00,000/- (Rupees Six lakhs only) to Executive Engineer, P.W. (South) Division,

Kolhapur within 30 (thirty) days of receipt of the LoA from the Executive Engineer,

P.W. (South) Division, Kolhapur.

This Performance Security shall not be refunded to the Concessionaire except upon

successful completion of Concession Period, after issuance of the Agreement

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Completion Certificate (as defined under the Concession Agreement) in accordance with

the terms and conditions of the Concession Agreement.

3.5. SUBMISSION OF FOREIGN DOCUMENTS AND OTHER REQUIREMENTS

If the Bidder is submitting any documents, created or originating from outside the

Republic of India, such as work experience certificate(s), financial detail(s), Power Of

Attorney(s), Undertaking(s), documentary evidence(s), qualifying document(s), etc. then

the Bidder, before any such Foreign Document(s) are sent to India for the purpose of

applying towards this Project, shall be required to get each and every page of such

Foreign Document(s), duly authenticated / embossed / legalized / apostilled from the

Indian Embassy / Indian High Commission situated in the country from where such

foreign document(s) were created or are originating from. Such authentication /

embossment / legalization / apostillization from the Indian Embassy / Indian High

Commission shall also apply to all such document(s) that are in a language other than

English, which shall be compulsorily be required to be translated (as the true translated

copies of the original) by a duly certified / authorized / qualified translator, supported by

the affidavit of the said translator, certifying the correctness of the English translation.

The bidder shall not be from an ineligible source country i.e. the one with which (i) as a

matter of law or official regulation, India prohibits commercial relations, or (ii) by an act of

compliance with a decision of the United Nations Security Council taken under Chapter

VII of the Charter of the United Nations, India prohibits any import of goods or any

payments to persons or entities in that country.

3.6. USING NET WORTH AND / OR TECHNICAL SUPPORT / EXPERTISE OF HOLDING /

PARENT COMPANY

The Bidders who have used the net worth and/ or technical support / expertise of their

holding / parent company to satisfy the Minimum Eligibility Criteria shall be required to

furnish a Deed of Guarantee as per format attached in Clause 5(H) from their holding /

parent company (including a resolution from the Board of Directors of such holding/

parent company) pledging their financial strength and technical support and their

expertise towards the development of the Project, apart from authorizing the said Bidder

to take part in the bidding process. Failure to furnish such Deed of Guarantee

(accompanied by a Board Resolution) from the holding / parent company by the Bidder

along with their bid may entail automatic disqualification of their proposals by the

Authority.

3.7. ONE BID PER BIDDER

Each Bidder shall submit only one bid for each Project. Violation of this requirement shall

lead to disqualification of the Bidder along with the JV it is the part of and may lead to the

disqualification of the Bidder for participating in any tender process conducted by the

Authority for a period of one (1) year starting from the date of appropriation of the Bid

Security. The bid shall be unconditional. The Bids accompanied by any conditions shall

be liable to be rejected without citing any reasons thereof.

3.8. BID PREPARATION AND COSTS

All Bidders are required to submit a detailed bid in accordance with the guidelines set

forth in this RFP. Bidders should provide information sought herein in the prescribed

formats in order to enable the Authority to accurately establish and interpret the

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information provided. The cost of preparation of the bids and all related expenses shall

be borne solely by the Bidders.

3.9. DUE DILIGENCE, INSPECTION AND INVESTIGATION

The Bidders shall be deemed to have conducted a due diligence exercise with respect to

all aspects of the Project, including a detailed survey of the Project, the Site and

information/ data provided by the Authority in this RFP, when they submit the bids.

Interested Bidders are invited to visit and inspect the Site at their own expense. Failure

to investigate the Site(s), whereupon the Jan Suvidha Kendra and the Project shall be

constructed or subsurface conditions shall not be a valid ground to relieve the Bidder

subsequently after the Proposal Due Date nor shall it relieve the Bidder from any

responsibility for estimating the difficulty or costs of successfully completing the Project.

3.10. VALIDITY OF BIDS

3.10.1. The Bid shall remain valid for a period not less than one hundred eighty (180) days from

the Proposal Due Date ("Bid Validity Period"). The Authority reserves the right to reject

any or all bids, without being required to ascribe any reasons thereof. Validity of bid shall

be extended for a specified additional period at the sole discretion of the Authority,

without being required to ascribe any reasons thereof. Such Bidders will not be allowed

to modify its bids, but would be required to extend the validity of his Bid Security for the

period of extension.

3.10.2. For the avoidance of any doubt, it is hereby clarified that the Bid Validity Period of the

selected Bidder shall be extended automatically, till the date of execution of the


3.11. RIGHT TO REJECT BIDS

3.11.1. The Authority reserves the right to reject any / all bids and / or withdraw the invitation of

bids at any stage without citing any reason whatsoever. Nothing contained herein shall

confer any right upon a Bidder or create any obligation/ liability upon the Authority of any

type whatsoever. At any time prior to issuance of the LoA, the Authority reserves the

right to accept or reject any bid, or to annul the bidding process and reject all bids at his

sole discretion without assigning any reason thereof, and without thereby incurring any

liability to the affected bidder or bidders or any obligation to inform the affected bidder or

bidders of the grounds for the Authority's action. The Authority shall not in any

circumstance, way or manner whatsoever be liable to the selected Bidder for any

consequential loss or damage including loss of profits. The Authority shall be the sole

judge in the selection of the qualified bidders as well as the selected Bidder.

3.12. MISREPRESENTATION AND / OR FRAUD AND / OR BREACH OF TERMS AND

CONDITIONS

If it is discovered at any point of time that the Bidder has suppressed any material fact or

given a false statement or has done misrepresentation or fraud or has violated any of the

terms of this Bid, the Bid shall be cancelled by the Authority. In such an event, the Bidder

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will not be entitled to any compensation whatsoever, or refund of the Bid Security and /

or any other amount paid to the Authority by the Bidder.

3.13. AMENDMENTS TO THE RFP

3.13.1. At any time prior to the Proposal Due Date, Engineer - in - charge may, for any reason,

whether at its own initiative or in response to clarifications requested by a Bidder, modify

the RFP through the issuance of corrigenda, addenda and / or the common set of

deviations. This shall be hosted on the website of the Authority and shall be binding

upon the Bidders. The corrigenda, addenda and / or the common set of deviations shall

also include the pre - bid minutes. However, the Authority reserves all rights to issue

corrigenda, addenda and / or the common set of deviations without being required to

conduct the Pre - Bid Meeting prior to any issuance of such corrigenda, addenda and / or

the common set of deviations. The bidding documents (including the RFP, any addenda,

corrigenda and / or other ancillary documents and clarifications) should be read as a

whole, and the bidder shall at all times be presumed to have full knowledge of the

bidding documents and shall agree to be in full compliance of the requirements of the

bidding documents as amended and / or revised from time to time.

3.13.2. In order to give the Bidders, reasonable time in which to take a corrigendum, addendum

and / or the common set of deviations into account, or for any other reason, Engineer -in

- charge may, at its sole discretion, extend the Proposal Due Date.

3.14. GOVERNING LAW AND JURISDICTION

The governing law for this RFP shall be the laws in force in India from time to time. The

courts at Kolhapur, Maharashtra shall have exclusive jurisdiction over all disputes

arising under, pursuant to and / or in connection with this RFP and the tender process

hereunder. For the avoidance of any doubt, it is hereby clarified that this jurisdiction

clause shall not apply to any dispute resolution process conducted after the execution of

the Concession Agreement. Any dispute after the execution of the Concession

Agreement will be resolved as per the provisions of the Concession Agreement.

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4. TENDERING PROCEDURE AND SCHEDULE

4.1. GENERAL REQUIREMENTS

The Bidders shall be required to send their queries, on the RFP and / or the Project,

online or by post to the Engineer - in - charge, Public Works (South) Division,

Kolhapur email address: [email protected] at least 7 (seven) days

prior to the date of the Pre - Bid Meeting.

4.2. PRE - BID MEETING

(a) The purpose of the Pre - Bid Meeting will be to clarify and discuss issues with

respect to the Project, the RFP or any other related issues;

(b) The Bidder or his authorized representative is invited to attend a Pre - Bid

Meeting, which shall take place at the conference room of the Chief Engineer,

Public Works Region, Pune;

(c) The Bidders and / or their designated representatives are invited to attend the

Pre-Bid Meeting at their own cost, to be held on 17/03/2017 at 15.00 Hrs. the

Conference Room of the Chief Engineer, Public Works Region, Pune.

4.3. PREPARATION AND SUBMISSION OF BIDS

(a) Completed bids shall be accepted as per schedule of tender process as provided

in this RFP;

(b) The Authority, at its sole discretion, reserves the right, but is not obliged, to

extend the Proposal Due Date by issuing an addendum and / or corrigendum;

(c) Bidders shall furnish the information strictly as per the formats given in Clause 5

of this RFP without any conditions, qualifications and / or ambiguity. The

Authority shall not be held responsible if the failure of any Bidder to provide the

information in the prescribed formats results in lack of clarity in interpretation and

consequent disqualification;

(d) In case of a JV, wherever required, the Bid must contain such information

individually for each member of the JV;

(e) In case of a JV, the members shall submit a Joint Venture (JV) Agreement

conveying their intent to jointly bid for the Project and in case the Project is

awarded to them, to form the SPC that will subsequently carry out all its

responsibilities as the Concessionaire. The Memorandum of Association shall

also include the nomination of the Lead Member in the JV and clearly outline the

proposed shareholding and responsibilities of each member at each stage;

(f) All Bids shall be signed by the duly authorized signatory of the Bidder. In case of

a JV, the Bid shall be signed by the duly authorized signatory of the Lead

Member. Bidders shall submit a supporting Power of Attorney authorizing the

authorized signatory of the Bid to submit such bid on behalf of the Bidder and

ratifying all acts, deeds, matters and things lawfully done by the said attorney. In

case of a JV, such Power of Attorney shall be signed by all members of the JV

and shall be legally binding on all of them;

(g) The authorized signatory shall initial the Bid on each page. The authorized

signatory shall initial each page of the RFP including without limitation the

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Concession Agreement and submit the duly signed RFP to the Authority along

with the Bid. The authorized signatory shall also initial all the alterations,

omissions, additions, or any other amendments made to the Bid;

(h) All witnesses and sureties shall be the persons of status and probity and their full

names and addresses shall be stated below their signature. All signatures in the

Bid shall be dated;

(i) Bidders are required to submit online one original set of the Bid, including the

RFP and any corrigendum and / or addenda issued to them; and,

(j) Any Bidder which submits or participates in more than one Bid for the said

Project shall be disqualified and shall also cause the disqualification of all the

JV(s) in which it is a member.

4.4. SCHEDULE OF THE TENDER PROCESS

The schedule of the tender process shall be as per the tentative timelines specified below :

Particulars Timelines

1. Commencement of availability of the

RFP

From 27/02/2017 at 10.00 Hrs.

to 23/03/2017 at 23.00 Hrs.

2. Pre - Bid Meeting 17/03/2017 at 15.00 Hrs. in the office of

Chief Engineer, P.W. Region, Pune.

3. Proposal Due Date From 27/02/2017 at 10.00 Hrs.

to 23/03/2017 upto 10.00 Hrs.

4. Last date of submission of Bid Security

and the Deed of Guarantee by Parent

Company (if applicable)

29/03/2017 upto 14.00 Hrs.

5. Opening of the Technical Bid 29/03/2017 at 15.01 Hrs. (if possible)

6. Declaration of Technically Qualified

Bidders

29/03/2017 at 16.30 Hrs. (if possible)

7. Opening of the Financial Bid of

Technically Qualified Bidders

29/03/2017 at 16.31 Hrs. (if possible)

8. Issuance of Letter of Award to the

selected Bidder

After approval of Competent authority.

9. Last date for:

(i) incorporation of the Concessionaire;

(ii) submission of the Performance

Security by the selected Bidder; and

(iii) submission of the Selected Bidder

Guarantee towards SPC.




10 Execution of the Concession Agreement After approval of Competent authority.

11. Execution of the Land License

Agreement


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4.5. LANGUAGE AND CURRENCY

4.5.1. The Bid and all related correspondence and documents shall be written in English

language. If any supporting document attached to the Bid is in any other language, the

same will be supported by an English translation (duly authenticated / attested /

apostilled from Indian Embassy in respective countries).

4.5.2. The currency for the purpose of the Bid shall be Indian Rupees (INR).

4.6. GENERAL RESPONSIBILITIES OF THE BIDDER

4.6.1. It would be deemed that prior to the submission of the Bid, the Bidder has made a

complete and careful examination of:

(a) The requirements of the Jan Suvidha Kendra, the Project and the Site and other

information as set forth in this RFP;

(b) The Bidder shall be solely responsible for the complete and careful examination

of the various aspects of the Project including but not limited to the following:

a. The existing facilities and structures (if any), access roads and public

utilities, water availability, etc. in the vicinity of the Project; and,

b. All other matters that might affect the Bidder's performance under the terms

of this RFP, including all risks, costs, liabilities and contingencies associated

with the Project;

c. The Bidders prior to submitting their Bid for the Project, are expected to visit

and examine the Site(s) and surroundings at their own expenses, the Site

will be offered by Engineer - in - charge "as is where is" basis and

ascertain on their own responsibility all requisite information, technical data,

traffic data, etc.;

d. It shall be assumed that all these factors were accounted for by the Bidder

while quoting his bid. The bidder shall be deemed to have full knowledge of

the Site whether the Bidder inspects it or not; and,

e. The Authority shall not be liable for any mistake or error or neglect by the

Bidder in respect of the above. Bids that are not substantively responsive to

the requirements of this RFP will be rejected.

4.7. SUBMISSION OF BIDS

4.7.1. An authorized representative of the Bidder shall initial all pages of the original

Bids. The signed technical and financial Bids shall be marked as "ORIGINAL";

4.7.2. The Bids must be sent online on www.maharashtra.etenders.in and received

online no later than the time and the date indicated in the RFP, or any extension

to this date in accordance with the terms and conditions of this RFP. Any Bid

received by the Authority after the deadline for submission shall be returned

unopened.

4.7.3. The Technical Bid shall be marked as the "TECHNICAL BID" contain the

following:

Relevant documents (like Certificate of Incorporation, Memorandum of

Association and Articles of Association (for companies), Deeds (for partnership

firms, trusts and limited liability partnerships), Joint Venture (JV) Agreement (if

applicable), audited financial statements of last three financial years and

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evidence of experience like client certificate, work orders etc., details of financing

arrangements etc.) confirming the Minimum Eligibility Criteria, as set out in this

RFP:

(a) Letter of Application and Interest (as per Clause 5 (A));

(b) General Information on the Bidder (as per Clause 5 (B));

(c) Power of Attorney for Signing of Application (as per Clause 5 (E));

(d) Affidavit (as per Clause 5 (D));

(e) Original RFP Document duly signed (on each page) by an authorized

representative as a token of acceptance;

(f) Power of Attorney by Each Member of the JV in Favour of Lead Member

(as per Clause 5 (G));

(g) Power of Attorney by the Lead Member of the JV in favour of its duly

authorized representative (as per Clause 5 (L));

(h) Deed of Guarantee (as per Clause 5 (H)), if applicable;

(i) A letter (on company's letter head) from all the JV members as laid down in

Clause 3.3.8;

(j) All other required submissions, if the Bidder is applying through JV or as a

single Bidder and as stated in this RFP;

(k) A copy of Joint Venture agreement (if applicable);

(I) A copy of the Bid Security, in original.

4.7.4. Further the bidder should submit original of the Bid Security and the Deed of Guarantee

of the parent / holding company to the Authority within 2 (two) days of the Proposal Due

Date at the prescribed address.

4.7.5. The original and all copies of the Technical Bid shall be submitted online on

www.maharashtra.etenders.in. Further, the original Financial Bid shall be submitted

online on www.maharashtra.etenders.in clearly marked as "FINANCIAL BID" followed

by the name of the Project.

4.7.6. The Bids must be sent online on www.maharashtra.etenders.in and received online no

later than the Proposal Due Date, or any extension to this date in accordance with RFP.

4.7.7. Any Bid received by the Authority after Proposal Due Date will be liable for rejection by

the Authority, without being required to provide any reasons whatsoever.

4.8. MODIFICATION AND / OR WITHDRAWAL OF BIDS

4.8.1. No Bid shall be modified or withdrawn by the Bidder after the Proposal Due Date.

4.8.2. Withdrawal of a Bid during the interval between Proposal Due Date and expiration of the

Proposal Validity Period would result in encashment and appropriation of the Bid

Security.

4.9. OPENING OF THE BIDS

4.9.1. The Bids received shall be opened by the Authority or its representative in the presence

of the Bidders at on dates as mentioned in this RFP, unless intimated otherwise.

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4.9.2. The Authority reserves the right to reject any Bids, without being required to ascribe any

reasons whatsoever, including but not limited to the following events:

(a) It is not signed, sealed and marked as stipulated under this RFP;

(b) The information and documents have not been submitted as requested and in

the formats specified in the RFP;

(c) There are inconsistencies between the Bids and the supporting documents;

(d) There are conditions proposed by the Bidder in its Bids;

(e) The Bids provide the information with material deviations and / or reservations;

(f) Any non - compliance with the requirements as stated under this RFP.

4.9.3. A material deviation and / or reservation shall mean a deviation and / or reservation

which as per the Authority:

(a) Affects in any material manner the scope, quality, or performance of the Jan

Suvidha Kendra and the Project, or,

(b) Limits in any material way, inconsistent with the RFP, rights or the Bidder's

obligations, or,

(c) Would potentially affect and / or unfairly prejudice the competitiveness of the

Bids of other Bidders who have submitted substantially responsive bids

4.10. EVALUATION OF BIDS

The evaluation shall be conducted in two (2) steps as follows:

4.10.1. In STEP 1, the Bid Security shall be first checked by the Authority. Bids without the

appropriate Bid Security shall be rejected. Then the submission(s) submitted online shall

be checked. All Bidders who have in the opinion of the Authority, duly provided the Bid

Security will be considered responsive enough to be considered for the next steps of

evaluation.

Marking for Technical Evaluation :

In order to be technically qualified, the Bidders have to obtain minimum fifty (50) marks

out of a maximum of hundred (100) marks, as per the mechanism of marking as set out

below :

Sr.

No.

Evaluation Point and Criteria Maximum Marks

1. Specific experience of the Concessionaire, as sole entity

or Joint Venture, relevant to the Project :

20 Marks

a. Construction of Jan Suvidha Like facility.

One Project

Two Projects

Three or More Projects

10 Marks

6 Marks

8 Marks

10 Marks

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b. Operation and Maintenance of above facility.

One Project

Two Projects

Three or More Projects

10 Marks

6 Marks

8 Marks

10 Marks

2. Providing maximum facilities in proposed

construction to be quoted by the Concessionaire.

20 Marks

3. Providing maximum free facilities like mineral water, toilet

and other sanitary requirements for women.

20 Marks

4. Key Professional staff for the Assignment.

5 Marks

5. Quality management standards in design, construction

and operation and maintenance services; safety standard

in construction, new methodologies, novel concepts, etc.

5 Marks

6. Presentation : The bidders shall give a presentation in

Power point format with walkthrough and shall include

detail methodology for execution of the Project, planning

for the operation and maintenance of Jan Suvidha Kendra

for the Concession Period, deployment of the team,

financial capability, financial analysis and arrangement to

finance the Project and subsequent planning for provision

of premium to Authority (these shall include detailed cash

flows, the parameters considered in calculating the

premium, revenue resources considered, etc.) It is

clarified that the bidder shall propose to construct and

build the best facilities. The marking under this head will

be linked to the quality of materials, fittings and overall

structures used therein for the entire facilities of the

Project.

30 Marks

TOTAL 100 Marks

The Technical Bid will be given a weightage of seventy (70%) percent out of the

aggregate of marks ("Aggregate Marks") awarded in both steps of the tender process

to be awarded to the Bidder and the method of evaluation of technical qualification of the

Bidders shall follow the procedure as given above. The Financial Bids of only those

Bidders who qualify technically and who score minimum fifty (50) marks out of a

maximum of hundred (100) marks will be declared as qualified in STEP 1 of the tender

evaluation process.

4.10.2. In STEP 2 of the tender evaluation process, the Financial Bids submitted online of only

those Bidders who have qualified through STEP 1 of the tender process shall be opened

by the Authority in presence of the duly authorized representatives of the Bidders, who

choose to attend the same. The bidder getting the maximum Aggregate Marks shall be

qualified.

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Marking for Financial Evaluation :

1. Providing maximum Licence Fees

to Government for use of land for the

Concession Period to be quoted by

the Concessionaire.

Rs. ______________ to be quoted by

the Concessionaire.

The Bid with the maximum License Fees may be given a score of hundred (100) marks

out of a maximum of hundred (100) marks and the other Bids shall be given scores that

are inversely proportionate to their quoted License Fees.

The financial Bid shall be allocated a weightage of thirty (30%) percent out of the

Aggregate Marks.

In order to calculate the Aggregate Marks, the Authority will use the following formula:

Aggregate Marks = T (w) x T (s) + F (w) x EC / MEC x 100

Where,

T (w) stands for weight of the Technical Bid

T (s) stands for marks awarded for the Technical Bid

F (w) stands for weight of the Financial Bid

EC stands for Evaluated Cost of the Financial Bid

MEC stands for Maximum Evaluated Cost of the Financial Bid

The Bids will be ranked in terms of Aggregate Marks scored by each Bidder. The Bid

with the highest Aggregate Marks may be considered for award of the LoA and shall be

called for negotiations, if required.

4.10.3. In the event that two or more Bidders quote exactly the same for the Project, then the

Authority reserves the right either to:

(a) Identify the selected Bidder by the draw of lots, which shall be conducted, with

prior notice, in the presence of the Bidders;

(b) Selecting the Bidder who has provided for maximum utilisation of the available

space at the Site, keeping in mind the aims and objectives of the Project, while

maintaining compliance with all relevant rules, guidelines and Applicable Laws;

or,

(c) Take any such measure as may be deemed fit in its sole discretion, including

annulment of the bidding process.

4.10.3.1.In the event that the Bidder ("First Ranked Bidder") with the highest Aggregate Marks,

withdraws or is not selected for any reason in the first instance (the "First Round of

Bidding"), the Authority may invite all the remaining Bidders to revalidate and / or

extend their respective Bid Security, as necessary, and match the Bid of the First

Ranked Bidder at a second round of bidding (the "Second Round of Bidding"). If in the

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Second Round of Bidding, only one Bidder matches the Bid of the First Ranked Bidder, it

shall be the selected Bidder. If two or more Bidders match the said First Ranked Bidder

in the Second Round of Bidding, then the Bidder who has provided for the maximum

utilisation of the available space at the Site, keeping in mind the aims and objectives of

the Project, while maintaining compliance with all relevant rules, guidelines and

Applicable Laws shall be the selected Bidder.

4.10.3.2. In the event that no Bidder offers to match the First Ranked Bidder in the Second

Round of Bidding as specified in Clause 4.10.3.1 of this RFP, the Authority may, annul

the bidding process and in its discretion, invite fresh Bids.

4.10.4. The Authority would have the right to review the Bids and seek clarifications where

necessary. The response from the Bidder(s) shall only be in writing but no material

change in the substance and / or the content of the Bids would be permitted. It is

clarified that Bidders are free to make suggestions but are not allowed to submit any

conditional bids to the Authority.

4.10.5. The Bids (Financial and Technical) should be unconditional and any conditionality

attached with the Bid may result in the rejection of the Bids.

4.10.6. Financial Bids of Bidders who do not qualify the STEP 1 of the tender evaluation process

shall not be opened.

4.10.7. The Bids submitted shall be evaluated by the Project Evaluation Committee as

mentioned hereunder :

A Chief Engineer, P.W. Region, Pune, Chairman

B Superintending Engineer, P.W. Circle, Kolhapur. Member

C Dy. Chief Architect, P. W. Region, Pune Member

D Executive Engineer, P.W. (South) Division,

Kolhapur

Member, Secretary

E Other technical expert or financial expert

as decided by the Chairman

Member

4.11. CONFIDENTIALITY

Information relating to the examination, clarification, evaluation and recommendation for

the short - listed Bidders shall not be disclosed to any person not officially concerned

with the process.

4.12. ACCEPTANCE OF BIDS

4.12.1. The Authority shall issue LoA to the selected Bidder for the Project.

4.12.2. The selected Bidder is required to send his acceptance of the LoA within seven (7) days

from the date of its receipt as acknowledgement of the same.

4.12.3. The Authority shall retain the right to withdraw the LoA in the event of the selected

Bidder failure to accept the LoA within the time limit as specified in the above clause.

4.12.4. In such event, the Authority may encash the Bid Security of the selected Bidder.

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4.13. EXECUTION OF THE CONCESSION AGREEMENT

4.13.1. The Concessionaire is required to sign the Concession Agreement within forty - five (45)

days of issuance of the LoA in writing or the date as mutually agreed between the

Parties for the execution of the Concession Agreement. But prior to execution of the

Concession Agreement, the selected Bidder must satisfy the following conditions, within

a period of thirty (30) days from the date of the LoA:

(a) The selected Bidder has submitted the requisite Performance Security, in original,

to the Authority;

(b) Formation of a SPC, as per the provisions laid down in Clause 3.3.4, within thirty

(30) days from the date of the LoA by the selected Bidder.

(c) Furnishing of Deed of Guarantee by the selected Bidder, in case of a JV, then as

per format provided in Clause 5 (K) and to be provided by all the JV members

towards the SPC or if a single Bidder, then as per format provided in Clause 5(1)

hereto.

The Authority shall not execute the Agreement until these conditions have been

satisfied.

4.13.2. The selected Bidder shall not make any delays in submission of all requisite documents,

as detailed out in Clause 4.13.1 of this RFP and in the event that the selected Bidder

requests for extension then the Authority should have right to declare such other Bidder

who has obtained the second highest Aggregate Marks among all eligible Bids, as

selected Bidder.

4.13.3. Failure to meet the conditions, as laid down in Clause 4.12 of this RFP within the

prescribed time limit (including extension, if any) shall result in breach of the terms of this

RFP and the Authority shall be entitled to cancel the LoA without being liable, in any

manner whatsoever, to the Bidder and shall be entitled to appropriate the Bid Security

and any other amounts deposited till such time in lieu of liquidated damages, as genuine

pre - estimate of the losses caused to the Authority.

4.13.4. The cost of any stamp duty, registration charges and any other related legal

documentation charges and other incidental charges payable under Applicable Laws, for

execution of the Concession Agreement shall be borne by the selected Bidder.

4.13.5. In case of failure to sign the Concession Agreement within the stipulated time for any

reason whatsoever, the Authority shall retain the right to cancel the LoA and encash the

Bid Security of the selected Bidder and any other amount deposited till that time without

being liable in any manner whatsoever to the selected Bidder.

4.14. BIDS OF OTHER BIDDERS

4.14.1. The Authority shall return the Bid Security received from the Bidders who have not

qualified in STEP 1 of the tender evaluation process, within 180 (one hundred and

eighty) days of the opening of the Technical Bid. The Bid Security shall be returned

without payment of any interest, charges, duties and / or fees by the Authority.

Page- 38 of 199


4.14.2. The Bid Security received from all the short listed Bidders after STEP 2 of the tender

evaluation process (except the first three ranked Bidders at the end of the tender

evaluation process) shall be returned within 60 (sixty) days from the date of opening of

Financial Bid, and returned thereafter, without payment of any interest, charges, duties

and / or fees by the Authority.

4.15. MISCELLANEOUS

The Authority, in its sole discretion and without incurring any obligation and / or liability,

reserves the right at any time to:

(a) suspend and / or cancel the bidding process and / or amend and / or supplement

the bidding process or modify the dates or other terms and conditions relating

thereto;

(b) Consult with any Bidder in order to receive any clarifications;

(c) retain any information and / or evidence submitted to the Authority by or on behalf

of, and / or in relation to any Bidder; and / or,

(d) independently verify, disqualify, reject and / or accept any and all submissions or

other information and/ or evidence submitted by or on behalf of any Bidder.

It shall be deemed that by submitting the Bid, the Bidder has agreed to the terms and

conditions of this RFP and has released the Authority, its employees, agents and

advisers, irrevocably, unconditionally, fully and finally from any and all liability for claims,

losses, damages, costs, expenses or liabilities in any way related to or arising from the

exercise of any rights and / or performance of any obligations hereunder, pursuant

hereto and / or in connection with the bidding process and waives, to the fullest extent

permitted by applicable laws, any and all rights and / or claims it may have in this RFP.

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5. PRESCRIBED FORMATS

A. LETTER OF APPLICATION AND INTEREST

(To be submitted and signed by the Bidder's Authorized Signatory)

To

The Executive Engineer,

Public Works (South) Division,

Kolhapur.

Sub : Request for Proposal ("RFP") for the Project titled “DESIGN, BUILD, FINANCE,

CONSTRUCTION, DEVELOPMENT, IMPLEMENTATION, OPERATION AND

MAINTENANCE OF THE JAN SUVIDHA KENDRA, AT AMBOLI AJARA

GADHINGLAJ SANKESHWAR ROAD SH-188 Km.27/400 (AJARA REST

HOUSE TAL.-AJARA, DIST.-KOLHAPUR), MAHARASHTRA”

Sir,

1. Being duly authorized to represent and act for and on behalf of

_________ (hereinafter referred to as the "applicant"), and having studied and

fully understood all the information provided in the RFP, the undersigned hereby

applies for and on behalf of the Bidder for “DESIGN, BUILD, FINANCE,




HOUSE TAL.-AJARA, DIST.-KOLHAPUR), MAHARASHTRA” according to the

terms and conditions of the RFP issued by the Authority.

2. Our Technical and Financial Bids are as per the requisite formats along with the

supporting documents, duly filled and signed on each page are enclosed in

separate sealed envelopes as specified.

3. The Bid Security shall be submitted in original in accordance with the

requirements of the RFP.

4. Engineer - in - charge and its authorized representatives are hereby authorized

to conduct any inquiries / investigation to verify the statements, documents and

information submitted in connection with the application and to seek clarifications

regarding any financial and technical aspects. This letter of application will also

serve as authorization to any individual or authorized representative of any

institution referred to the supporting information, to provide such information

deemed necessary and requested by you to verify statements and information

provided in the application or with regard to the resources, experience and

competence of the applicant and the Bidder.

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5. Engineer - in - charge and its authorized representatives may contact the

following persons for any further information :

Name of the person(s): _____________________

Address: __________________

Phone: _________ Fax: ___________

6. This application is made with full understanding that:

a. The Authority reserves the right to reject or accept any Bids, cancel the

bidding process, and / or reject all Bids.

b. The Authority shall not be liable for any of the above actions and shall be

under no obligation to inform the applicant of the same.

7. We, the undersigned declare the statements made and the information provided

in the duly completed application forms enclosed, as complete, true and correct

in every detail.

8. We hereby confirm that we have read, understood and accepted all the detailed

terms and conditions of this RFP and Project related information as required for

the Bid. We have also visited the proposed Project sites and surroundings, for

the assessment and have made our own due diligence and assessment

regarding the Project.

9. We agree to keep our Bid valid for One hundred eighty (180) days from the

Proposal Due Date (as may be changed from time to time) thereof and not to

make any modifications in its terms and conditions after the Proposal Due Date.

We hereby agree to abide by and fulfill all the terms, conditions and provisions of

the RFP.

10. This application is made with the full understanding that the validity of bid

submitted by us will be subject to verification of all information, terms and

conditions submitted at the time of bidding and its final acceptance by the

Authority. We agree that, without prejudice to any other right or remedy, the

Authority shall be at liberty to encash the said Bid Security absolutely.

Authorized signatory: Date:

Name and seal of Bidder: Place:

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B. GENERAL INFORMATION ON THE BIDDER

1. (a) Name :

(b) Country of incorporation :

(c) Address of the corporate headquarters and its branch office(s), if any,

India :

2. Details of individual(s) who will serve as the point of contact / communication for

Engineer - in - charge within the Company:

(a) Name :

(b) Designation :

(c) Company :

(d) Address :

(e) Telephone Number :

(f) Fax Number :

(g) E-Mail Address :

3. In case of JV :

a. The information above (at 1 and 2) should be provided for all the members of

the JV.

b. Information regarding role of each member should be provided :

SI.

No.

Name of Member Proportion of Equity

to be

Role*

1

2

3

* Specify whether Lead Member / ordinary Member

Signed

(Name of the Authorised Signatory)

For and on behalf of

(Name of the bidder)

Designation: Place:

Date:

To be enclosed :

1. Documents certifying Bidder's legal status i.e. certificate of incorporation /

registration.

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2. In case of a JV, JV Agreement& Power of Attorney signed by each JV partner,

clearly indicating the lead partner.

3. Latest brochures/ organization profiles, etc.

C. FORMAT FOR FINANCIAL BID

(To be submitted and signed by the Bidder's Authorized Signatory]

To

The Executive Engineer,


Kolhapur.

Sub: Request for Proposal ("RFP") for the Project titled “DESIGN, BUILD, FINANCE,




HOUSE TAL.-AJARA, DIST.-KOLHAPUR), MAHARASHTRA”

Sir,

We hereby submit our Financial Bid for the captioned Project in response to this RFP

issued by the Executive Engineer, Public Works (South) Division, Kolhapur.

We are making this Bid after taking into consideration all the terms and conditions

stated in the RFP, and after careful assessment of the Site, all risks and contingencies

and all other conditions that may affect the financial proposal.

We also hereby confirm the following:

a. This Financial Bid is being submitted by [NAME OF BIDDER] in accordance with

the conditions stipulated in the RFP.

b. We have examined in detail and understand and agree to abide by all terms and

conditions stipulated in the RFP issued by the Authority as amended, and in any

subsequent communication sent by the Authority. Our Financial Bid is consistent

with all requirements of submission stated in the RFP and in any subsequent

communication. Our Financial Bid is as follows:

Sr.

No.

Details Details/Nos./

Amount in

INR

1 Facilities to be provided by us in the proposed Construction,

a. ... (give description of facilities like toilets, water, ATM,

restaurants, etc.)

b. ...

c. ...

d. ...

e. ...

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2

Providing maximum Licence Fees to the Authority for use of

land for the Concession Period

3 Free facilities to be provided by us

a. ... (give description of services)

b. ...

c. ...

d. ..

e. ...

TOTAL

We agree to keep our Bid valid for a period 180 (one hundred and eighty) days from

the Proposal Due Date.

Authorized signatory Date:

Name and seal of Bidder Date:

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D. AFFIDAVIT

(To be given separately by each JV member, in case of a JV or otherwise by

the Bidder on a Stamp Paper of Rs. 100/- and should be notarized)

I _________________ S/o ______________________ Resident of ___________

_______ the ___________ (insert designation) of the ________________ (insert

name of the single Bidder/ JV Member if a JV), do solemnly affirm and state as under:

1. That I am the authorized signatory of ________ (insert name of company /JV

member) (hereinafter referred to as "Bidder/JV Member") and I am duly

authorized by the Board of Directors of the Bidder/JV Member to swear and

depose this affidavit on behalf of the Bidder/JV member.

2. That I have submitted information with respect to our eligibility for the project titled

“DESIGN, BUILD, FINANCE, CONSTRUCTION, DEVELOPMENT,


KENDRA, AT AMBOLI AJARA GADHINGLAJ SANKESHWAR ROAD SH-188

Km.27/400 (AJARA REST HOUSE TAL.-AJARA, DIST.-KOLHAPUR),

MAHARASHTRA” (hereinafter referred to as "Project") and I further state that all

the said information submitted by us is accurate, true and correct and is based on

our records available with us.

3. That I hereby affirm to furnish any information, which may be requested by

Authority to verify our credentials/information provided by us under this Bid and as

may be deemed necessary by the Authority.

4. That if any point of time including the Concession Period, in case the Authority

requests any further/additional information regarding our financial and/or technical

capabilities, or any other relevant information, I shall promptly and immediately

make available such information accurately and correctly to the satisfaction of the

Authority.

5. That I fully acknowledge and understand that furnishing of any false or misleading

information by us in our RFP shall entitle us to be disqualified from the tendering

process for the said Project. The costs and risks for such disqualification shall be

entirely borne by us.

6. That, we fully acknowledge and understand that in case any false or misleading

information, as furnished by us in our RFP, is found at a later stage after the

execution of the Concession Agreement, it shall entitle Engineer - in - charge to

terminate the said signed Concession Agreement between the Parties. The costs

and risks for such termination shall be entirely borne by us.

That all the terms and conditions of the Request for Proposal (RFP) have been duly

complied with.

Page- 45 of 199


DEPONENT

VERIFICATION :

I, the above named deponent, do verify that the contents of paragraphs 1 to 6 of this

affidavit are true and correct to my knowledge. No part of it is false and nothing

material has been concealed.

Verified at ____________ on this _____________ day of ___________ 20____.

DEPONENT

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E. FORMAT FOR POWER OF ATTORNEY FOR SIGNING OF APPLICATION AND

OTHER REQUIRED DOCUMENTS

(To be notarized)

Know all men by these presents, we/ I _________________ (name and address of the

registered office) do hereby constitute, appoint and authorize Mr./Ms. _________________

(name and residential address) as our attorney, to do in our name and on our behalf, all

such acts, deeds and things necessary in connection with or incidental to our Bid for the

Project envisaging “DESIGN, BUILD, FINANCE, CONSTRUCTION, DEVELOPMENT,

IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE JAN SUVIDHA KENDRA,

AT AMBOLI AJARA GADHINGLAJ SANKESHWAR ROAD SH-188 Km.27/400 (AJARA REST

HOUSE TAL.-AJARA, DIST.-KOLHAPUR), MAHARASHTRA” at AJARA (location), (State

Maharashtra) in the Union of India, including signing and submission of all documents and

providing information/responses to the Authority, representing us in all matters before the

Authority, and generally dealing with the Authority, in all matters in connection with our Bid

for the said Project.

We hereby agree to ratify all acts, deeds and things lawfully done by our said attorney

pursuant to this Power of Attorney and that all acts, deeds and things done by our aforesaid

attorney shall always be deemed to have been done by us.

For ________________________________ Accepted

_______________________ (Signature)

(Name, Title and address) of the Attorney Note:

The mode of execution of the Power of Attorney should be in accordance with the

procedure, if any, laid down by the applicable law and the charter documents of the

executant(s) and when it is so required the same should be under common seal affixed in

accordance with the required procedure.

Page- 47 of 199


F. FORMAT FOR BID SECURITY AS BANK GUARANTEE

BID SECURITY FORMAT

(to be valid for 180 days from the Proposal Due Date)

UNCONDITIONAL AND IRREVOCABLE BANK GUARANTEE

Bank Guarantee No.:_______________ Dated ____________

Issuer of Bank Guarantee :

Name of the bank __________

_________________________

_________________________

(hereinafter referred to as the "Bank")

Beneficiary of Bank Guarantee: Executive Engineer, Public Works (South) Division,

Kolhapur.

Nature of Bank Guarantee :

Unconditional and irrevocable Bank Guarantee.

Context of Bank Guarantee :

In pursuance of Clause 3.4.1 of Section 1 of the Request for Proposal Document dated

(hereinafter referred to as the "RFP" inclusive of Agreement) for the “DESIGN, BUILD,

FINANCE, CONSTRUCTION, DEVELOPMENT, IMPLEMENTATION, OPERATION AND

MAINTENANCE OF THE JAN SUVIDHA KENDRA, AT AMBOLI AJARA GADHINGLAJ

SANKESHWAR ROAD SH-188 Km.27/400 (AJARA REST HOUSE TAL.-AJARA, DIST.-

KOLHAPUR), MAHARASHTRA” (hereinafter referred to as the "Project") provided however,

such context of the Bank Guarantee or reference to the Concession Agreement in this Bank

Guarantee shall in no manner to relied upon at any stage to adversely affect or dilute the

unconditional and irrevocable nature of this Bank Guarantee. The contract of Bank

Guarantee is an independent contract between the Bank and Executive Engineer, P.W.

(South) Division, Kolhapur and is not dependent upon execution or performance of any

Agreement between Executive Engineer, P.W. (South) Division, Kolhapur and (Name of

the Bidder).

Operative part of the Bank Guarantee :

1. At the request of the (Name and Address of the Bidder), we ___________________,

(Name and Address of the bank), hereinafter referred to as the "Bank"), do hereby

unconditionally and irrevocably affirm and undertake that we are the Guarantor and are

responsible to the Executive Engineer, P.W. (South) Division, Kolhapur i.e. the

beneficiary on behalf of the Bidder, up to a total sum of Rs. __________ (Rupees

______________________ only), such sum being payable by us to the Executive

Engineer, P.W. (South) Division, Kolhapur immediately upon receipt of first

written demand from Executive Engineer, P.W. (South) Division, Kolhapur.

Page- 48 of 199


2. We unconditionally and irrevocably undertake to pay to the Executive Engineer, P.W.

(South) Division, Kolhapur on an immediate basis, upon receipt of first written demand

from the Executive Engineer, P.W. (South) Division, Kolhapur and without any cavil or

argument or delaying tactics or reference by us to Bidder and without any need for the

Executive Engineer, P.W. (South) Division, Kolhapur to convey to us any reasons for

invocation of the Guarantee or to prove the failure on the part of the Bidder to repay the

amount of Rs.___________ or to show grounds or reasons for the demand or the sum

specified therein, the entire sum or sums within the limits of Rs. __________ only).

3. We hereby waive the necessity of the Executive Engineer, P.W. (South) Division,

Kolhapur demanding the said amount from Bidder prior to serving the Demand Notice

upon us.

4. We further agree and affirm that no change or addition to or other modification to the

terms of the Agreement, shall in any way release us from any liability under this

unconditional and irrevocable Guarantee and we hereby waive notice of any such change,

addition or modification. We further agree with the Executive Engineer, P.W. (South)

Division, Kolhapur that the Executive Engineer, P.W. (South) Division, Kolhapur shall

be the sole and the exclusive judge to determine that whether or not any sum or sums are

due and payable to him by Entrepreneur, which are recoverable by the Executive

Engineer, P.W. (South) Division, Kolhapur by invocation of this Guarantee.

5. This Guarantee will not be discharged due to the change in constitution of the Bank or the

Bidder. We undertake not to withdraw or revoke this Guarantee during its currency/

validity period, except with the previous written consent of the Executive Engineer, P.W.

(South) Division, Kolhapur.

6. We unconditionally and irrevocably undertake to pay to the Executive Engineer, P.W.

(South) Division, Kolhapur any amount so demanded not exceeding Rs.___________

(Rupees ____________________ only), notwithstanding any dispute or disputes raised

by Bidder or anyone else in any suit or proceedings before any dispute review expert,

arbitrator, court, tribunal or other authority, our liability under this Guarantee being

absolute, unconditional and unequivocal. The payment so made by us under this

Guarantee to the Executive Engineer, P.W. (South) Division, Kolhapur, shall be a valid

discharge of our liability for payment under this Guarantee and the Bidder shall have no

claim against us for making such payment.

7. This Bank guarantee shall be payable at city of the Public Works (South) Division,

Kolhapur, at Kolhapur branch of the bank _____________

8. This unconditional and irrevocable Guarantee shall remain in full force and effect and shall

remain valid until ________ (180 days from the Proposal Due Date). Notwithstanding

anything contained herein :

1. Our liability under this Bank Guarantee shall not exceed Indian Rs. _____________

(Rupees __________________________ only).

Page- 49 of 199


2. This unconditional and irrevocable Bank Guarantee shall be valid

w.e.f. ___________ (Date of Submission of Bid) to ______________. We are liable

to pay the guaranteed amount or any part thereof under this unconditional and

irrevocable Bank Guarantee only and only if Executive Engineer, P.W. (South)

Division, Kolhapur serves upon us a written claim or demand on or before _______.

Authorized Signatory For Bank

Page- 50 of 199


G. POWER OF ATTORNEY BY EACH MEMBER OF THE JV IN FAVOUR OF LEAD MEMBER

POWER OF ATTORNEY

TO WHOMSOEVER IT MAY CONCERN

(To be notarized)

WHEREAS, we have decided to participate in the bidding process for the “DESIGN,

BUILD, FINANCE, CONSTRUCTION, DEVELOPMENT, IMPLEMENTATION,

OPERATION AND MAINTENANCE OF THE JAN SUVIDHA KENDRA, AT AMBOLI

AJARA GADHINGLAJ SANKESHWAR ROAD SH-188 (AJARA REST HOUSE TAL.-

AJARA, DIST.-KOLHAPUR), MAHARASHTRA” (the "Project") as member of

___________________ [name of the JV] independently, we, ___________________ name

of authorising company/agency], a _________ incorporated under the laws of _________,

the registered address of which is __________________, to lawfully represent and act on

our behalf as the Lead Member of the JV to sign any qualification statement, proposal,

conduct negotiations, sign contracts, incur liabilities and receive instructions for us and on

our behalf and execute all other necessary matters in connection with the Project. We

hereby confirm that we are jointly and severally liable, together with other members of the

JV, to the Engineer - in - charge for all of the obligations of the JV in respect of our

qualification statement, technical and financial proposal for the Project, in accordance with

the RFP for the Project issued on ______________ and as amended prior to date hereof

We hereby ratify and confirm that all acts done by our said attorney __________________

(name of the Lead Member) shall be binding on us as if the same has been done by us

personally. We hereby also ratify and confirm that if we are selected as the Successful

Bidder, we shall incorporate a Company under The Companies Act, 1956 as per the

following shareholding pattern:

Party % Shareholding

IN WITNESS WHEREOF, we have hereunto set our respective hands this _____________

day of ____________ 20___ in the presence of the following witnesses

___________________________________

Name, Signature of the Authorized Signatory

Witness 1 Witness 2

Signature __________________ Signature __________________

Name __________________ Name __________________

Address __________________ Address __________________

Page- 51 of 199


H. FORMAT OF PARENT / HOLDING COMPANY DEED OF GUARANTEE

FORMAT OF PARENT/ HOLDING COMPANY DEED OF GUARANTEE (TO BE MADE ON STAMP PAPER OF REQUISITE VALUE AND NOTORISED

AND SHALL BE ADDRESSED TO AUTHORITY)

DEED OF GUARANTEE THIS DEED OF GUARANTEE executed at _______ this ________ day of_______ by M/s _____________ (mention complete name) a company duly organized and existing under the laws of (insert jurisdiction / country), having its Registered Office at __________ hereinafter called the "Guarantor" which expression shall, unless excluded by or repugnant to the subject or context thereof, be deemed to include its successors and permitted assigns.

WHEREAS,

A. Executive Engineer, P.W. (South) Division, Kolhapur, The "Engineer - in - charge" which expression shall unless excluded by or repugnant to the context thereof, be deemed to include its successor and assigns), invited Bids / proposals for the Project titled “DESIGN, BUILD, FINANCE, CONSTRUCTION, DEVELOPMENT, IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE JAN SUVIDHA KENDRA, AT AMBOLI AJARA GADHINGLAJ SANKESHWAR ROAD SH-188 (AJARA REST HOUSE TAL.-AJARA, DIST.-KOLHAPUR), MAHARASHTRA” by issuing Request For Proposal ("RFP") (including its addendums) to the prospective "Bidders" to implement the said Project for and on behalf of the Engineer - in - charge.

B. M/s. ___________________ (mention compete name), a company duly organized and existing under the laws of India (insert jurisdiction / country), having its Registered Office at (give complete address) hereinafter called the "Subsidiary", which expression shall, unless excluded by or repugnant to the subject or context thereof, be deeded to include its successor and permitted assigns, (is a Subsidiary of the Guarantor, which has in response to the above mentioned RFP document (including its addendums) is submitting its Bid / Proposal to Executive Engineer, P.W. (South) Division, Kolhapur to fulfill the condition that the Subsidiary shall arrange a guarantee from its Parent / Holding company, guaranteeing due and satisfactory performance of the work covered under the said RFP document (including its addendums) or any change made in may be deemed appropriate by the Executive Engineer, P.W. (South) Division, Kolhapur at any stage.

C. The Guarantor represents that they have gone through and understood the requirement of the above said RFP document (including its addendums) and are capable of and committed to provide technical, financial and such other supports as may be required by the Subsidiary for the successful execution of the same.

D. The Guarantor is executing this Deed of Guarantee in favour of Executive Engineer, P.W. (South) Division, Kolhapur, wherein the Guarantor and the Subsidiary shall be jointly and severally liable towards the Project and the Guarantor shall also be pledging / providing technical, financial and such other supports as may be necessary to the Subsidiary for performance of the work relating to the said Project as per the RFP document (including its addendums) and as per the Agreement contained in the RFP document.

E. Accordingly, at the request of the Subsidiary and in consideration of and as a requirement

for Executive Engineer, P.W. (South) Division, Kolhapur to enter into agreement(s) with the Subsidiary, the Guarantor hereby agrees to give this guarantee and undertakes as follows :

Page- 52 of 199


1. The Guarantor (Parent / Holding Company) unconditionally agrees that in case of non-

performance by the Subsidiary of any of its obligations in any respect, the Guarantor shall, immediately on receipt of notice of demand by Executive Engineer, P.W. (South) Division, Kolhapur, take up the Project without any demur or objection, in continuation and without loss of time and without any cost to Executive Engineer, P.W. (South) Division, Kolhapur and duly perform the obligations and responsibilities of the Subsidiary to the satisfaction of Executive Engineer, P.W. (South) Division, Kolhapur, In case the Guarantor also fails to discharge its obligations herein and is not able to complete the Project satisfactorily, Executive Engineer, P.W. (South) Division, Kolhapur, shall have absolute rights for effecting the execution of the Project from any other person at the risks and costs of the Guarantor. The Guarantor also undertakes to make good any loss that may be caused to Executive Engineer, P.W. (South) Division, Kolhapur, for any non-performance or unsatisfactory performance by the Guarantor or the Subsidiary of any of their obligations.

2. The Guarantor agrees that the Guarantee herein contained shall remain valid and enforceable till the satisfactory execution and completion of the Project (including discharge of the warranty obligations) awarded to the Subsidiary till the completion of the Concession Period (including any extension).

3. The Guarantor shall be jointly with the Subsidiary, as also severally responsible for the satisfactory execution and performance of Project during the currency of the "Agreement" to be entered amongst the Subsidiary and Executive Engineer, P.W. (South) Division, Kolhapur.

4. The Guarantor represents that this Guarantee has been issued after due observance of the appropriate laws in force in India. The Guarantor hereby undertakes that the Guarantor shall obtain and maintain in full force and effect all the governmental and other approvals, permits and consents that are necessary and do all other acts and things necessary or desirable in connection therewith or for the due performance of the Guarantor's obligations hereunder

5. The Guarantor also agrees that this Guarantee shall be governed and construed in accordance with the laws in force in India and subject to the exclusive jurisdiction of the courts of only Pune, Maharashtra, India.

6. The Guarantor hereby declares and represents that this Guarantee has been given without any undue influence or coercion from any person and that the Guarantor has fully understood the implications of the same.

Page- 53 of 199


7. The Guarantor represents and confirms that the Guarantor has the legal capacity,

power and authority to issue this Guarantee and that giving of this Guarantee and the performance and observations of the obligations hereunder do not contravene any existing law or any judgment.

8. The Guarantor represents and confirms that in pursuance to Para / Point 7, the Guarantor has submitted and provided to Executive Engineer, P.W. (South) Division, Kolhapur (with this Deed of Guarantee), a valid Board Resolution duly authorizing the Guarantor to pledge / provide technical, financial and such other supports as may be necessary for performance of the work relating to the said Project as per the RFP and Agreement

For and on behalf of (Parent / Holding Company)

M/s. ________________________________

Witness:

1. _________________________________

2. _________________________________

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I. FORMAT OF SELECTED BIDDER GUARANTEE TOWARDS SPC

Format of Successful Bidder Guarantee towards SPC (if applicable and after LOA) (To Be Made On Stamp Paper of requisite value and notarised)

DEED OF GUARANTEE

THIS DEED OF GUARANTEE executed at ______ this ____ day of ________ by

____________________________ (mention complete name) a company duly organized

and existing under the laws of ________________ (insert jurisdiction / country), having its

Registered Office at ______________ hereinafter called the "Guarantor" or the

"Successful Bidder", which expression shall, unless excluded by or repugnant to the

subject or context thereof, be deemed to include its successors and permitted assigns.

WHEREAS,

A. Executive Engineer, P.W. (South) Division, Kolhapur, or "Engineer -in- charge ", which expression shall unless excluded by or repugnant to the context thereof, be deemed to include its successor and assigns), invited Bids / Proposals for the "Project" -"Construction of Jan Suvidha Kendra and construction of toilets in general and ladies toilets with drinking water and other public amenities along state highways." by issuing Request For Proposal ("RFP") document (including its addendums) to the prospective "Bidders" to implement the said Project.

B. M/s. _______________ (mention compete name), a company duly organized and existing under the laws of India (insert jurisdiction / country), having its Registered Office at _____________ (give complete address) hereinafter called the special purpose company, the "SPC", which expression shall, unless excluded by or repugnant to the subject or context thereof, be deemed to include its successor and permitted assigns, (is an Associate of the Guarantor, and has been formed for the development of the Project with one of the condition that the SPC shall arrange a guarantee from its Parent / Holding Company, i.e. Guarantor, guaranteeing due and satisfactory performance of the work covered under the said RFP document (including its addendums) or any change made in may be deemed appropriate by the Executive Engineer, P.W. (South) Division, Kolhapur at any stage.

C. The Bid / Proposal submitted by the Guarantor was accepted by Executive Engineer, P.W. (South) Division, Kolhapur, and this Guarantor was declared the selected Bidder. Accordingly, the Guarantor is executing this Deed of Guarantee towards / in favour of its SPC after the issuance of Letter of Award (LOA) dated _________ by Executive Engineer, P.W. (South) Division, Kolhapur to the Guarantor / Successful Bidder.

D. The Guarantor represents that it has gone through and understood the requirement of the above said RFP document (including its addendums) and are capable of and committed to provide technical, financial and such other supports as may be required by the SPC for the successful execution of the same.

E. The Guarantor is executing this Deed of Guarantee in favour of Executive Engineer,

P.W. (South) Division, Kolhapur, wherein the Guarantor and the Associate shall be jointly and severally liable towards the Project and the Guarantor shall also be pledging / providing technical, financial and such other supports as may be necessary to the Associate for performance of the work relating to the said Project as per the RFP document (including its addendums) and as per the Agreement contained in the RFP document.

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F. Accordingly, at the request of the Associate and in consideration of and as a requirement for Executive Engineer, P.W. (South) Division, Kolhapur to enter into agreement(s) with the SPC, the Guarantor hereby agrees to give this guarantee and undertakes as follows:

1. The Guarantor (Parent / Holding Company) unconditionally agrees that in case of non-performance by the SPC of any of its obligations in any respect, the Guarantor shall, immediately on receipt of notice of demand by Executive Engineer, P.W. (South) Division, Kolhapur, take up the Project without any demur or objection, in continuation and without loss of time and without any cost to Executive Engineer, P.W. (South) Division, Kolhapur and duly perform the obligations and responsibilities of the SPC to the satisfaction of Executive Engineer, P.W. (South) Division, Kolhapur. In case the Guarantor also fails to discharge its obligations herein and is not able to complete the Project satisfactorily, Executive Engineer, P.W. (South) Division, Kolhapur shall have absolute rights for effecting the execution of the Project from any other person at the risks and costs of the Guarantor. The Guarantor also undertakes to make good any loss that may be caused to Executive Engineer, P.W. (South) Division, Kolhapur for any non-performance or unsatisfactory performance by the Guarantor or the SPC of any of their obligations.

2. The Guarantor agrees that the Guarantee herein contained shall remain valid and enforceable till the satisfactory execution and completion of the Project (including discharge of the warranty obligations) awarded to the SPC till the completion of the Concession Period (including any extension).

3. The Guarantor shall be jointly with the SPC, as also severally responsible for the satisfactory execution and performance of Project during the currency of the "Agreement" to be entered amongst the SPC, Executive Engineer, P.W. (South) Division, Kolhapur.

4. The Guarantor represents that this Guarantee has been issued after due observance of the appropriate laws in force in India. The Guarantor hereby undertakes that the Guarantor shall obtain and maintain in full force and effect all the governmental and other approvals, permits and consents that are necessary and do all other acts and things necessary or desirable in connection therewith or for the due performance of the Guarantor's obligations hereunder.

5. The Guarantor also agrees that this Guarantee shall be governed and construed in

accordance with the laws in force in India and subject to the paragraph 6 below (Dispute Resolution), the courts of Kolhapur, Maharashtra, India shall have exclusive jurisdiction.

6. The provisions of the Dispute Resolution clause set out in the Concession Agreement shall be deemed to have been incorporated herein and shall mutatis mutandis apply this Guarantee.


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8. The Guarantor represents and confirms that the Guarantor has the legal capacity, power and authority to issue this Guarantee and that giving of this Guarantee and the performance and observations of the obligations hereunder do not contravene any existing law or any judgment.

9. The Guarantor represents and confirms that in pursuance to Para / Point 7, the Guarantor has submitted and provided to Executive Engineer, P.W. (South) Division, Kolhapur, (with this Deed of Guarantee), a valid Board Resolution duly authorizing the Guarantor to pledge / provide technical, financial and such other supports as may be necessary for performance of the work relating to the said Project as per the RFP and Agreement

For and on behalf of (Parent / Holding Company

Witness :

1. _______________________________

2. _______________________________

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J. DRAFT JOINT VENTURE AGREEMENT

(To Be Made On Stamp Paper of requisite value and notarized)

This Joint Venture Agreement (the "AGREEMENT") made at ___on this _day of __, 20

BY AND AMONGST

M/s {Lead Member (JV Member 1)}, a ______________ incorporated under (name of the

relevant act/law of under which registered in the country of registration) and having its

registered office / a company incorporated under the Laws of ____________ (hereinafter

referred to as " ", which expression shall unless repugnant to the context or

meaning thereof be deemed to mean and include its successors in interest, subsidiaries and

assigns) of the ONE PART;

AND

M/s (JV Member 2), a incorporated under the __________ and having its registered office /

a company incorporated under the Laws of ________________ (hereinafter referred to as

" ", which expression shall unless repugnant to the context or meaning thereof

be deemed to mean and include its successors in interest, subsidiaries and assigns) of the

SECOND PART;

AND

M/s (member 3), a company incorporated under the _____________ and having its

registered office / a company incorporated under the Laws of _________ (hereinafter

referred to as " ", which expression shall unless repugnant to the context or meaning

thereof be deemed to mean and include its successors in interest, subsidiaries and assigns)

of the THIRD PART ( _____________, and shall be individually referred to as the "Party"

and jointly referred to as the "Parties" or "JV Members").

WHEREAS :

1. Executive Engineer, P.W. (South) Division, Kolhapur and invited Bids/ Proposals from

registered Partnership Firms, Company and Joint Venture for the work of “DESIGN,




AJARA, DIST.-KOLHAPUR), MAHARASHTRA” (hereinafter referred to as the

"Project").

2. M/s. ______________, M/s. _____________ and M/s. ______________ have agreed to

consolidate their resources and experience, and apply jointly as a Joint Venture

(hereinafter referred to as the "Joint Venture"), vide this Joint Venture Agreement, for

the purpose of developing and completing the Project, within time frame stipulated in the

Request for Proposal Document (hereinafter referred to as the "RFP")

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.

3. M/s ____________, M/s ___________ and M/s __________ have therefore agreed to

enter into this Joint Venture Agreement in respect of the submission of the Bid/Proposal

for the Project on the terms set out below.

NOW THEREFORE IN CONSIDERATION OF THE PREMISES AND THE

MUTUAL CONVENANTS HEREIN CONTAINED THE PARTIES HEREBY AGREE AS

FOLLOWS :

1. The recital herein contained shall constitute and integral and operative part of this

AGREEMENT.

2. The Parties hereto agree to consolidate their resources and hereby form a Joint Venture

to jointly prepare, submit and Bid for the Project, which has financing and commercial

benefits, as detailed in the RFP document issued by Executive Engineer, P.W. (South)

Division, Kolhapur for the implementation/execution/ maintenance and operation and

completion of the Project.

3. The Parties hereto agree that _____ shall be the Lead Member and ______ and shall be

the JV Members 2 & 3 respectively of the Joint Venture.

4. The Parties shall mutually and jointly take all the decisions in respect of the Project on

behalf of the Joint Venture. (Lead Member) shall be authorized to act on behalf of the

Joint Venture as their representative for up gradation, implementation/execution and

completion of the Project.

5. ______ undertakes that it has the necessary qualification to fulfill technical and financial

capability criteria for the up gradation, implementation/execution and completion of the

Project as detailed in the RFP Document {including the draft Agreement (Section-II of the

RFP document)}.

6. For the purpose of execution of the Project, in the event of award of the Project to the

Joint Venture, the Parties will set up a Special Purpose Company ("SPC"), formed under

the Companies Act, 1956. The common equity shareholding pattern of the SPC shall

consist of % shares to be held by , % shares to be held by , and % shares to be

held by . (Lead Member) shall individually and compulsorily hold such minimum equity

stake, as per the requirements of the RFP, in the SPC till the end of the Concession

Period. On successful award of the Project, the SPC shall enter into "Agreement") with

Executive Engineer, P.W. (South) Division, Kolhapur (as per the RFP Document),

which shall specify the terms and conditions of the development and completion of the

Project and shall carry out all the responsibilities in the terms of the RFP. The registered

office of the Joint Venture/SPC shall be located at ________

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7. __________, ______________and _______________ shall be jointly and severally

liable for the Development/ Construction, implementation, operation and maintenance of

the Project in accordance with the terms of the RFP Document. It is further unanimously

agreed by the Parties that the Lead Member, along with other JV Members in the SPC

shall:-

A. Coordinate the day to day activities of the Joint Venture/SPC;

B. Undertake to be jointly and severally liable/responsible for all the obligations and

liabilities relating to the Project, in accordance with the terms of the RFP Document

and the Agreement with Executive Engineer, P.W. (South) Division, Kolhapur till

the end of the Concession Period;

C. complete all works assigned under the RFP Document (including Agreement) within

the time period stipulated in the RFP document; and

D. execute individual/independent Deed of Guarantee by all JV Members, towards the

SPC, in favour of Executive Engineer, P.W. (South) Division, Kolhapur for the

pledging / providing technical, financial and such other supports as may be

necessary for the performance of works assigned under the RFP Document

(including draft Agreement) within the time period stipulated in the RFP document.

8. The role and the responsibility of each Party for the Construction/ implementation,

operation & maintenance and execution of the Project shall be as follows:

Name Type of Role & Responsibility

JV Member 1 (Lead Member)

JV Member 2

JV Member 3

9. All the basic/fundamental terms and conditions of this AGREEMENT shall be

incorporated in the Article of Association of the SPC (to be incorporated by the Parties).

Any other terms and conditions to the extent not agreed upon by the Parties in this

AGREEMENT (and which are not contradictory to the basic/fundamental provisions of

this AGREEMENT) shall be mutually agreed upon by the Parties and incorporated in the

Article of Association of the SPC

10. Confidentiality - All information, document, etc. exchanged between the Parties related to

this agreement or the preparation of any bid or the performance of the Project shall

remain confidential and shall not be revealed to third parties for a certain time period to

be agreed upon. Unless otherwise required by law, the Parties undertake not to disclose

to any third party or any else and / or use any Information, without prior consent of the

other Party.

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11. Term and Duration - This AGREEMENT shall come into effect on the date of submission

of the Bid/Proposal for the up gradation, implementation/execution and completion of the

Project. This AGREEMENT shall terminate upon the successful completion of the Project

and may be extended further for such period as may be required by the Executive

Engineer, P.W. (South) Division, Kolhapur. This AGREEMENT can be terminated only

upon Joint Venture's/SPC's Bid for the Project is conclusively rejected by the Executive

Engineer, P.W. (South) Division, Kolhapur.

12. Costs/ Expenses - All out-of-pocket expenses/costs of and incidental to this

AGREEMENT including stamp duty and registration fees, if any shall be borne and paid

by the Parties in proportion to their shareholding in the SPC. Each Party shall pay and

bear their own advocated/solicitors fees in the preparation of this AGREEMENT.

13. Governing Law - This AGREEMENT shall in all respect be governed, construed and

interpreted in accordance with laws of Republic of India.

14. Settlement of Disputes - Any disputes arising out of this AGREEMENT shall be amicably

settled by the authorized representatives of the Parties, failing with any such disputes

shall be resolved by Arbitration in accordance with the Arbitration and Conciliation Act,

1996, by one or more arbitrators appointed in accordance with the said Act. This Clause

shall survive the termination of this AGREEMENT.

Language of Arbitration shall be English. The seat of the Arbitration proceedings shall be

in Kolhapur, Maharashtra, India. The Parties jointly and severally undertake that the up

gradation, implementation/execution and completion of the Project shall not be affected

during the dispute(s) or the settlement of dispute(s) period. The Award rendered by the

Arbitral Tribunal shall be final and binding upon the Parties.

15. In the event of a dispute between the Parties over the subject of this AGREEMENT, the

prevailing party shall be entitled to reasonable advocates/solicitors' fees and costs

incurred in the resolution of such dispute.

16. Amendments - This AGREEMENT can be amended or suppressed by further agreement

made in writing at the request of any of the Parties after unanimous approval by the

Parties and by obtaining prior consent and written approval from Executive Engineer,

P.W. (South) Division, Kolhapur.

17. Notices - Any notices, requests, demands or any communications from any party to the

other party under this Agreement shall be by Regd./Speed mail or facsimile transmission

sent to the addresses as indicated in this Agreement. Any party may change its address

but shall promptly inform Executive Engineer, P.W. (South) Division, Kolhapur and

the other Parties/JV Members of any such change.

18. Language - The official language of this AGREEMENT and all future agreements shall

be English

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19. Assignment - None of the Parties to this AGREEMENT shall have the right to assign its

benefits or liabilities under this AGREEMENT to any other company, firm or person

without obtaining prior consent and written approval of Executive Engineer, P.W.

(South) Division, Kolhapur.

20. Entire Agreement - This Agreement constitutes the entire agreement between the

Parties and supersedes all prior writings, agreements or understandings relating to the

subject matter thereof.

IN WITNESS WHEREOF the Parties hereto have caused this AGREEMENT to be executed

by their duly authorized representatives the day and year first above written.

SIGNED AND DELIVERED BY

By ___________

Title ____________

Date______________

Witness :

1. ____________________

2. ____________________

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K. FORMAT OF DEED OF GUARANTEE (IN CASE OF JV) TOWARDS SPC (IF APPLICABLE & AFTER LOA)

(To Be Made On Stamp Paper of requisite value and notarised)

DEED OF GUARANTEE

THIS DEED OF GUARANTEE executed at ________ this ________ day of 20____ by ______________ (mention complete name) a company duly organized and existing under the laws of (insert jurisdiction/ country), having its Registered Office at ____________________ hereinafter called the "Guarantor" or the "Joint Venture (JV) Member- (1/2/3)", which expression shall, unless excluded by or repugnant to the subject or context thereof, be deemed to include its successors and permitted assigns.

WHEREAS

A. Executive Engineer, P.W. (South) Division, Kolhapur which expression shall unless excluded by or repugnant to the context thereof, be deemed to include its successor and assigns), invited Bids / Proposals for the Project titled “DESIGN, BUILD, FINANCE, CONSTRUCTION, DEVELOPMENT, IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE JAN SUVIDHA KENDRA, AT AMBOLI AJARA GADHINGLAJ SANKESHWAR ROAD SH-188 (AJARA REST HOUSE TAL.-AJARA, DIST.-KOLHAPUR), MAHARASHTRA” by issuing Request For Proposal ("RFP") document (including its addendums) to the prospective "Bidders" to implement the said Project for and on behalf of the Authority.

B. M/s (mention compete name), a company duly organized and existing under the laws of India (insert jurisdiction / country), having its Registered Office at ______________ (give complete address) hereinafter called the Special Purpose Company "the SPC", which expression shall, unless excluded by or repugnant to the subject or context thereof, be deemed to include its successor and permitted assigns, ( is an Affiliate of the Guarantor, and has been formed for the development of the Project with one of the condition that the SPC shall arrange guarantees from its Joint Venture (JV) Members, i.e. Guarantors, guaranteeing due and satisfactory performance of the work covered under the said RFP document (including its addendums) or any change made in may be deemed appropriate by the Executive Engineer, P.W. (South) Division, Kolhapur at any stage.

C. The Bid / Proposal submitted by the Joint Venture (JV) Members i.e. (i) , (ii) and (iii) [Guarantors] was accepted by Executive Engineer, P.W. (South) Division, Kolhapur, on behalf of Executive Engineer, P.W. (South) Division, Kolhapur and the Guarantors were declared the "Successful Bidder". Accordingly, this Guarantor i.e. Joint Venture (JV) Member- (1/2/3) is executing this individual Deed of Guarantee towards / in favour of this SPC after the issuance of Letter of Award (LOA) dated by Executive Engineer, P.W. (South) Division, Kolhapur to the Successful Bidder.

D. The Guarantor represents that it has gone through and understood the requirement of the above said RFP document (including its addendums) and are capable of and committed to provide technical, financial and such other supports as may be required by the SPC for the successful execution of the same.

Page- 63 of 199


E. The Guarantor is executing this Deed of Guarantee in favour of Executive Engineer, P.W. (South) Division, Kolhapur wherein the Guarantor (along with other Joint Venture (JV) Members) and the Affiliate (SPC) shall be jointly and severally liable towards the Project and the Guarantor shall also be pledging / providing technical, financial and such other supports as may be necessary to the Affiliate (SPC) for performance of the work relating to the said Project as per the RFP document (including its addendums) and as per the Agreement contained in the RFP document.

F. Accordingly, at the request of the Affiliate and in consideration of and as a requirement for Executive Engineer, P.W. (South) Division, Kolhapur to enter into agreement(s) with the SPC, the Guarantor hereby agrees to give this Guarantee and undertakes as follows:

1. The Guarantor (JV Member-1/2) unconditionally agrees that in case of non-performance by the SPC of any of its obligations in any respect, the Guarantor shall, immediately on receipt of notice of demand by Executive Engineer, P.W. (South) Division, Kolhapur, take up the Project without any demur or objection, in continuation and without loss of time and without any cost to Executive Engineer, P.W. (South) Division, Kolhapur and duly perform the obligations and responsibilities of the SPC to the satisfaction of Executive Engineer, P.W. (South) Division, Kolhapur. In case the Guarantor also fails to discharge its obligations herein and is not able to complete the Project satisfactorily, Executive Engineer, P.W. (South) Division, Kolhapur, shall have absolute rights for effecting the execution of the Project from any other person at the risks and costs of the Guarantor. The Guarantor also undertakes to make good any loss that may be caused to Executive Engineer, P.W. (South) Division, Kolhapur for any non-performance or unsatisfactory performance by the Guarantor or the SPC of any of their obligations.

2. The Guarantor agrees that the Guarantee herein contained shall remain valid and enforceable till the satisfactory execution and completion of the Project (including discharge of the warranty obligations) awarded to the SPC till the completion of the Concession Period (including any extension).

3. The Guarantor shall be jointly with the SPC, as also severally responsible for the satisfactory execution and performance of Project during the currency of the "Agreement" to be entered amongst the SPC, Executive Engineer, P.W. (South) Division, Kolhapur.

4. The Guarantor represents that this Guarantee has been issued after due observance of the appropriate laws in force in India. The Guarantor hereby undertakes that the Guarantor shall obtain and maintain in full force and effect all the governmental and other approvals, permits and consents that are necessary and do all other acts and things necessary or desirable in connection therewith or for the due performance of the Guarantor's obligations hereunder.

5. The Guarantor also agrees that this Guarantee shall be governed and construed in accordance with the laws in force in India and subject to the paragraph 6 below (Dispute Resolution), the courts of Kolhapur, Maharashtra, India shall have exclusive jurisdiction.

6. The provisions of the Dispute Resolution clause set out in the Concession Agreement

shall be deemed to have been incorporated herein and shall mutatis mutandis apply this Guarantee.

Page- 64 of 199



8. The Guarantor represents and confirms that the Guarantor has the legal capacity, power and authority to issue this Guarantee and that giving of this Guarantee and the performance and observations of the obligations hereunder do not contravene any existing law or any judgment.

9. The Guarantor represents and confirms that in pursuance to Para / Point 7, the Guarantor has submitted and provided to Executive Engineer, P.W. (South) Division, Kolhapur (with this Deed of Guarantee), a valid Board Resolution duly authorizing the Guarantor to pledge / provide technical, financial and such other supports as may be necessary for performance of the work relating to the said Project as per the RFP and Agreement

FOR & ON BEHALF OF

_________________________

Witness:

1. ______________________

2. ______________________

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L. POWER OF ATTORNEY BY THE LEAD MEMBER OF THE JV IN FAVOUR OF ITS DULY AUTHORIZED REPRESENTATIVE

POWER OF ATTORNEY

TO WHOMSOEVER IT MAY CONCERN

(Notarized)

WHEREAS, the __________________ [name of the JV] has decided to participate in the

bidding process for the “DESIGN, BUILD, FINANCE, CONSTRUCTION, DEVELOPMENT,


KENDRA, AT AMBOLI AJARA GADHINGLAJ SANKESHWAR ROAD SH-188 (AJARA

REST HOUSE TAL.-AJARA, DIST.-KOLHAPUR), MAHARASHTRA” (the "Project") with

us as the Lead Member, we hereby authorize, (i)____________ [Name], an Indian

inhabitant, with PAN No. _____________and residing at ____________, (ii) (if required), ,

to lawfully represent and act on our behalf as our authorized representative to sign any

qualification statement, proposal, conduct negotiations, sign contracts, incur liabilities and

receive instructions for us and on our behalf and execute all other necessary acts, deeds,

matters and things in connection with the Project.

We hereby ratify and confirm that all acts done by our said attorney(s) ______ (name(s))

shall be binding on us as if the same has been done by us personally.

IN WITNESS WHEREOF, we have hereunto set our respective hands this _______ day of

20 __ in the presence of the following witnesses

_________________________________

Name, Signature of Authorized Signatory

Witness 1 Witness 2

Signature ________________ Signature ________________

Name ________________ Name ________________

Address ________________ Address ________________

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M. FORMAT OF LETTER OF AWARD

(to be issued on letterhead of the Executive Engineer,

P.W. (South) Division, Kolhapur in duplicate as per the RFP)

No. [____________]

Executive Engineer,

P.W. (South) Division, Kolhapur

Dated: [____________, 20__]

To,

[Name of Authorized Signatory of the selected Bidder]

[Designation of Authorized Signatory of the selected Bidder]

[Name of selected Bidder]

[Registered Address of the selected Bidder]

Re : (1) The Request for Proposal ("RFP") dated __________________ bearing RFP

No.________________ issued by the Executive Engineer, P.W. (South)

Division, Kolhapur, the Government of Maharashtra for the “DESIGN, BUILD,

FINANCE, CONSTRUCTION, DEVELOPMENT, IMPLEMENTATION,

OPERATION AND MAINTENANCE OF THE JAN SUVIDHA KENDRA, AT

AMBOLI AJARA GADHINGLAJ SANKESHWAR ROAD SH-188 (AJARA REST

HOUSE TAL.-AJARA, DIST.-KOLHAPUR), MAHARASHTRA” ("Project");

(2) The Bid submitted by you on __________________ in response to the RFP.

Sub : The Letter of Award.

Dear Sir,

We refer to the Bid submitted by you on ______________ in response to the RFP.

Based on the Bid submitted by you, we hereby convey our decision to declare you, {Name of

Entity} as the 'Selected Bidder' as per the terms and conditions of the RFP.

This declaration and award are subject to the fulfillment of the following terms and conditions by

you within the prescribed time as follows:

(a) You shall, within 7 (seven) days of the receipt of this Letter of Award, sign and return the

duplicate copy of the Letter of Award in acknowledgement thereof.

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(b) You shall incorporate a company a project company ("SPC") as a special purpose

vehicle, for carrying out the Project prior to the execution of the Concession Agreement

("Agreement") on or before ____________________.

(c) You shall have submitted the Selected Bidder Guarantee towards SPC in the form and

format set out in the RFP on or before ____________________, in accordance with the

requirements of the RFP.

(d) You shall submit or shall have procured that the SPC submits the Performance Security

on or before ____________________, in accordance with the requirements of the RFP

prior to execution of the Concession Agreement.

(e) You shall have procured that the SPC duly sign and execute (i) the Concession

Agreement; (ii) the Land Licence Agreement, as per the requirement of the RFP on or

before ____________________. For the said purpose, the authorised signatory of the

SPC shall be present on the execution date at the Office of the Executive Engineer,

P.W. (South) Division, Kolhapur with: (i) photo identity issued by any Government

authority confirming identity of such person along with a self-attested photocopy;

(ii)original certified true copy of a resolution passed by the board of directors of the SPC

authorising the Authorised Representative to execute the said agreements and do all

such acts as may be necessary or incidental thereto.

(f) You shall fulfill and take all necessary actions to fulfill each of the Conditions Precedent

within the period prescribed there for in the Concession Agreement.

The Office of the Executive Engineer, P.W. (South) Division, Kolhapur reserves the right to

extend the time, at its sole discretion, for compliance of any of the aforesaid conditions.

In the event, the selected Bidder fails to comply with or breaches any of the aforesaid conditions

or any other provisions of the RFP, the Office of the Executive Engineer, P.W. (South)

Division, Kolhapur may, unless it consents to extension of time for submission thereof, may

appropriate and encash the Bid Security and/or terminate this Letter of Award.

Capitalised words and phrases used herein but not defined shall bear the same meaning as

ascribed to the same under the RFP and the Concession Agreement attached thereto.

Executive Engineer,

P.W. (South) Division,

Kolhapur.

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Concession

Agreement

Page- 69 of 199


TABLE OF CONTENTS

DEFINITIONS AND INTERPRETATION ............................................................................................. 75

Definitions .................................................................................................................................................... 75

Relation between the Parties .................................................................................................................... 81

Measurements and Arithmetic Conventions ........................................................................................... 83

Ambiguities within Agreement.................................................................................................................. 83

Priority of Documents ................................................................................................................................ 84

SCOPEOF THE PROJECT ....................................................................................................................... 85

CONCESSION .......................................................................................................................................... 86

Grant of Concession .................................................................................................................................... 86

Actions in Support of the Concession .................................................................................................... 88

Concession Period...................................................................................................................................... 88

Implementation Period ............................................................................................................................. 89

CONDITIONS PRECEDENT .................................................................................................................. 93

Obligations for satisfaction of Conditions Precedent forthe Concessionaire ....................................... 93

General Obligations to satisfy Condition Precedents ............................................................................. 94

Non– satisfaction of Conditions Precedent ............................................................................................. 95

COMMERCIAL CONSIDERATION....................................................................................................... 96

Commercial Charges .................................................................................................................................. 96

Performance Security................................................................................................................................. 96

OBLIGATIONS OF THE AUTHORITY DURING THE IMPLEMENTATION PERIOD ................... 97

General Obligations of the Authority during the Implementation Period ........................................... 97

OBLIGATIONS OF THE CONCESSIONAIRE DURING THE IMPLEMENTATION PERIOD....... 98

Obligations of the Concessionaire during the Implementation Period................................................ 98

Minimum Equity Requirements............................................................................................................... 100

GENERAL OBLIGATIONS IN RELATION TO THE PROJECT AGREEMENTS ............................ 102

FORMATION AND MEETINGS OF THE COMMITTEE .................................................................... 103

COMPLETION OF IMPLEMENTATION ............................................................................................. 105

OPERATIONS AND MAINTENANCE PERIOD ................................................................................. 108

AGREEMENT COMPLETION CERTIFICATE ..................................................................................... 113

REPRESENTATIONS AND WARRANTIES........................................................................................ 114

VARIATIONS AND CHANGE OF SCOPE ........................................................................................... 117

TERMINATION FOR EVENTS OF DEFAULT AND SUSPENSION................................................. 119

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CONSEQUENCES OF TERMINATION................................................................................................ 123

Termination Payment for Termination by the Authority .......................................................................... 123

Other rights and obligations upon Termination........................................................................................ 126

Limitation of Termination Payments by the Authority.............................................................................. 127

FORCE MAJEURE................................................................................................................................... 128

Force Majeure Events ................................................................................................................................ 128

Non – Political Force Majeure Events ........................................................................................................ 128

Indirect Political Force Majeure Event ....................................................................................................... 129

Political Force Majeure Event .................................................................................................................... 129

Exceptions applicable to the Concessionaire ........................................................................................... 129

Exceptions Applicable to the Authority ..................................................................................................... 130

Effect of Force Majeure before the issue of Notice to Commence .......................................................... 130

Effect of Force Majeure after Compliance Date........................................................................................ 130

Allocation of costs during the subsistence of Force Majeure ................................................................... 131

Termination Notice..................................................................................................................................... 131

Termination Payments for Force Majeure Events .................................................................................... 131

Dispute Resolution ..................................................................................................................................... 131

Liability for other losses, damages etc. ..................................................................................................... 131

Duty to Report ........................................................................................................................................... 131

Excuse from performance of obligations .................................................................................................. 132

DISPUTE RESOLUTION ....................................................................................................................... 133

PERIODICAL AUDIT AND INSPECTION.......................................................................................... 134

FINANCING DOCUMENTS .................................................................................................................. 135

TAXATION AND CONFIDENTIALITY................................................................................................ 136

PROJECT REVENUES AND COMMERCIAL CHARGES ................................................................... 138

TRANSFER OF THE PROJECT ............................................................................................................. 139

MISCELLANEOUS PROVISIONS........................................................................................................ 141

Governing Law and Jurisdiction ................................................................................................................ 141

Waiver… ..................................................................................................................................................... 141

Exclusion of implied warranties ................................................................................................................. 141

Severability ................................................................................................................................................. 141

Entire Agreement ....................................................................................................................................... 142

Custody of Documents .............................................................................................................................. 142

Copyright .................................................................................................................................................... 142

Use of the Authority's Documents............................................................................................................. 142

Compliance with Laws and Directives ....................................................................................................... 142

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Joint and Several Liability .......................................................................................................................... 143

Notice……………………………………………………………………………………………………………………………….143

Language ………………………………………………………………………………………………………………………….143

No Assignment.......................................................................................................................................... 144

No Termination ......................................................................................................................................... 144

Counterparts .............................................................................................................................................. 144

SCOPE OF WORK AND SPECIFICATIONS ...................................................................................... 147

FORMAT OF PERFORMANCE SECURITY ......................................................................................... 163

CALCULATION METHOD FOR PREMIUM ........................................................................................ 165

THE SITE ................................................................................................................................................. 167

FORMAT OF AUDIT REPORT .............................................................................................................. 168

SCHEDULE – VI CERTIFICATE BY EXECUTIVE ENGINEER AT TIME OF

COMPLETION OF IMPLEMENTATION ............................................................................................. 171

FORMAT FOR WORKING OF PREMIUM PAID ............................................................................... 173

CONSENT FOR SUB LETTING............................................................................................................. 174

FORMAT FOR AGREEMENT COMPLETION CERTIFICATE........................................................... 175

FINANCIAL MODEL AND VARIOUS FORMATS FOR CALCULATION OF

TERMINATION PAYMENT................................................................................................................... 176

PROVISIONAL COMPLETION CERTIFICATE ................................................................................. 190

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CONCESSION AGREEMENT

THIS CONCESSION AGREEMENT (the “Agreement”) is entered into on this the

________________ day of _______________________ at ____________________________

BETWEEN

PARTIES:

THE GOVERNOR OF MAHARASHTRA, through the Executive Engineer, Public Works

(South) Division, Kolhapur, (hereinafter referred to as the “Authority”) which expression shall,

unless the context otherwise requires, include its administrators, successors and assigns)of the

ONEPART1;

AND

1 The draft Concession Agreement issued to the Bidders may be customized for bid – specific purposes in accordance with the instructions below: Note 1: The provisions are to be retained in the draft Concession Agreement forming part of Bidding Documents and shall be suitably modified by the Bidders after the issue of Letter of Award (LOA) in order to reflect the bid-specific particulars in the Concession Agreement. The provisions in curly brackets are to be retained in the Concession Agreement if applicable based on bid – specific conditions. Note 2: Blank spaces are to be retained in the draft Concession Agreement and shall be suitably filled by the Bidders after the issue of LOA in order to reflect bid – specific particulars in the Concession Agreement. However, blank spaces shall be retained in all Schedules which contain formats that are to be used after the Concession Agreement is executed. These instructions are to be removed prior to execution of the finalized Concession Agreement.

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___________________________________ LIMITED, a company within the meaning of the

Companies Act, 2013 with Corporate Identification Number (C.I.N.) __________________________

and having its registered office at _____________________________________

__________________ (hereinafter referred to as the “Concessionaire” which expression shall,

unless the context otherwise requires, include its successors and permitted as signs) of the

OTHERPART.

The Authority and the Concessionaire are hereinafter, collectively referred to as, the “Parties” and

each, individually as a “Party”.

RECITALS:

WHEREAS:

A. The Authority, seeks to construct ‘Jan Suvidha Kendras’ for the benefit of the users of the

State Highway (SH) No.188, which shall inter alia include general and ladies toilets, provide

clean drinking water and provide other public amenities, under the work titled “DESIGN,




AJARA, DIST.-KOLHAPUR), MAHARASHTRA” and seeks to involve private participation

on design, build, finance, construct, implement, operate, maintain and transfer basis.

B. The Parties are entering into this Agreement on the mutual understanding that the design,

build, finance, construction, development, operation and maintenance of the Project

(hereinafter defined) and / or the performance of any of the obligations of the

Concessionaire under this Agreement shall be entirely self – funded by the Concessionaire

and the Concessionaire shall not enter into any financing arrangement with any lenders,

banks to financial institutions in connection with the Project (hereinafter defined) and / or

shall not create any interest, title, lien, charge and / or Encumbrance (hereinafter defined)

over any of the Assets (hereinafter defined) of the Project (hereinafter defined), at any time

during the subsistence of the Agreement.

C. The Authority had accordingly invited proposals by its Expression of Interest (the “Expression

of Interest” or “EOI”) for short listing of bidders for the Project (hereinafter defined) at

Ajara from eligible bidders. After the short listing of certain bidders, the Authority, in

consideration of public interest, decided to invite proposals from all bidders under a Request for

Proposal by setting out the technical and commercial terms of selection of the selected bidder

for the performance of the duties, obligations and responsibilities in relation to the Project

(hereinafter defined).

D. The Authority, in consideration of public interest, had accordingly invited proposals from all

bidders by its Request for Proposal (“RFP”) No ________________ and had prescribed the

technical and commercial terms and conditions to be satisfied by the selected bidder for

undertaking the Project (hereinafter defined).

E. The bidders acknowledged and confirmed that they had undertaken due diligence and audit

of all aspects of the Project (hereinafter defined) including without limitation the technical

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and financial viability and legal due diligence and on the basis of its independent satisfaction

decided to submit proposal as per the terms, conditions and requirements of the RFP.

F. After evaluation of the bids received, the Authority had accepted the bid of the selected

bidder (the “Selected Bidder”) and issued its Letter of Award No. _________________

dated _______________________ (hereinafter called the “LOA”) to the Selected Bidder

requiring, inter alia, the execution of this Agreement within 45 (forty – five) days of the date

of issue thereof.

G. The Selected Bidder has since promoted and incorporated the special purpose vehicle,

____________________________________________________ LIMITED as a limited

liability company under the Companies Act 2013, 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 Selected Bidder under the LOA, including the obligation to enter

into this Agreement pursuant to the LOA for executing the Project (hereinafter defined).

H. After the issue of the LOA, the Selected Bidder has duly submitted the Deed of Guarantee/s

to the Authority in favour of the Concessionaire and has provided the Performance Security

of Rs.____________ lakhs (Rupees ___________ only) to the Authority in

accordance with the requirements in this regard under the RFP.

I. By its letter dated ______________________________, the Concessionaire has also made

the same request as the Selected Bidder to the Authority to accept it as the entity which

shall undertake and perform the obligations and exercise the rights of the Selected Bidder

including the obligation to enter into this Agreement pursuant to the LOA. The

Concessionaire has further represented to the effect that it has been promoted by the

Selected Bidder for the purposes hereof.

J. The Authority has agreed to the said request of the Selected Bidder and the Concessionaire,

and has accordingly agreed to enter into this Agreement with the Company for the design,

build, finance, construction, development, implementation operation and maintenance of

the Project (hereinafter defined), subject to and on the terms and conditions set forth

hereinafter.

NOW THEREFORE, in view of the offer, mutual promises and consideration set out under this

Agreement, the sufficiency and adequacy of which is hereby acknowledged, the Parties here by agree to

be bound by the provisions of this Agreement, and hereby agree as follows:

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ARTICLE – 1

DEFINITIONS AND INTERPRETATION

1.1. Definitions

In this Agreement, unless repugnant to the contextor meaning thereof, the following words and

expressions shall have the meaningshereinafter respectively assigned to them:

(a) “Agreement” means and includes this signed Agreement (including the schedules thereto),

the LOA, the RFP including without limitation the written clarification(s), addendums,

amendments, corrigenda, addenda, clarifications, proforma/s, declarations and exhibits

thereto, the bid submitted by the Selected Bidder dated ______________, 201__ including

all annexures and other documents submitted along with that and all documents, drawings,

information, representations, warranties and undertakings made by the Selected Bidder

during the bid evaluation process as per the RFP.

(b) “Agreement Completion Certificate” means the certificate issued under Article 12 of this

Agreement.

(c) “Applicable Laws” means all laws which are applicable to the Project and/or the Concessionaire

extending to the State of Maharashtra having been enacted or brought into force by Government

of India and / or the Government of Maharashtra including regulations and rules made there

under, and judgments, decrees, injunctions, writs and orders of any court of record, applicable

to this Agreement and the exercise, performance and discharge of the respective rights and

obligations of the Parties hereunder, as may be in force and effect during the subsistence of

this Agreement.

(d) “Assets” means all physical and other assets relating to and forming part of the Project and

/ or Site including without limitation the movable and immovable properties (excluding the

underlying land, the Site and structures existing as per inspection report provided by the

Authority) thereof, as the case may be, including:

(i) rights over the Project and / or the Site in the form of Clearances;

(ii) the drawings, user manuals, plans, maps, survey reports and other documents, by

whatsoever name called, including the Project Report, pertaining to the Project, the Site

and any tangible assets therein;

(iii) tangible assets such as civil works and equipment including foundations, embankments,

electrical systems, communication systems and administrative offices;

(iv) all rights of the Concessionaire under any agreements in relation to the Project and / or

the Site;

(v) financial assets, such as receivables, security deposits etc.;

(vi) insurance proceeds; and,

(vii) the Clearances in relation to the Project, the Site and / or the obligations of the

Concessionaire under this Agreement.

(e) “Associates” means in relation to either Party and/or Joint Venture (JV) Members, a person

who controls, is controlled by, or is under the common control with such Party or Joint

Venture (JV) Member. As used in this definition, the expression “control” means with

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respect to a person, the ownership, directly or indirectly, of more than 50% of the voting

shares of such Person, the power to direct the management and policies of such Person,

whether by operation of law or by contract or otherwise and / or the power to directly or

indirectly, appoint the majority of the directors on the Board of Directors whether by

operation of law, by contract or otherwise, of such Person.

(f) “Book Value” shall mean the written down value in the audited books of the Concessionaire

of a specific asset or class of asset in accordance with generally accepted accounting

principles and applicable accounting standards.

(g) “Change in Law” means the occurrence of any of the following events after the Proposal

Acceptance Date:

(i) Enactment of any new Applicable Law;

(ii) The repeal, modification or re – enactment of any existing Applicable law;

(iii) the commencement of any Applicable law, which has not entered into effect as of the

Proposal Acceptance Date;

(iv) a change in the interpretation or application of any Applicable Law, by a judgment of a

court of record which has become final, conclusive and binding, as compared to such

interpretation or application by a court of record prior to the Proposal Acceptance Date;

or,

(v) the enactment, commencement and / or imposition of any new Taxes or duties which were

not in existence on the Proposal Acceptance Date. It is specially clarified that a change in

the rate of a Tax or duty shall not be considered a Change in Law, if the tax or duty itself

was in existence on the Proposal Acceptance Date.

(h) “Clearances” means:

(i) in relation to the Clearances which are required to be obtained by the Government, all

clearances, consents, licenses, approvals, permits, exemptions, no objection

certificates, registrations, filings or other authorisations of whatever nature, which is

necessary for commencement of the construction of the Project; or

(ii) in relation to the Clearances which are required to be obtained by the Concessionaire

or otherwise applicable, all clearances, consents, licenses, approvals, permits,

exemptions, no objection certificates, registrations, filings or other authorisations of

whatever nature, which is necessary for effective implementation of the Project and

required to be obtained or maintained under Applicable Laws in connection with the

construction, operation and maintenance of the Project, the Site and / or the Assets,

as the case may be, during the subsistence of this Agreement.

(i) “Commercial Charges” means the charges and / or fees that shall be levied by the

Concessionaire and / or its duly authorised agents and representatives, from various Users of

the Project, on and after the Compliance Date, in accordance with the requirements of the

Project Report and the terms and conditions of this Agreement and after obtaining prior

written consent from the Authority.

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(j) “Competent Authority” means any agency, authority, department, ministry, public or

statutory Person of the Government of Maharashtra or Government of India, or any local

authority, or any department, division or other sub-division thereof with authority over

aspects of implementation of the Project having jurisdiction over all or any part of the

Project, the Site and / or the Assets or the performance of all or any of the services or

obligations of the Concessionaire under or pursuant to this Agreement and includes any

commission, board, authority, agency or municipal and other local authority or statutory body

including Panchayat under the control of the Government of India or the Government of

Maharashtra, as the case may be, and having jurisdiction over all or any part of the Project,

the Site and / or the Assets, as the case may be.

(k) “Compliance Date” means the date on which all the Condition Precedents are satisfied or

an earlier date that the Parties may by mutual consent determine, in accordance with Article

4 of this Agreement. For the avoidance of doubt, every Condition Precedent shall have been

satisfied or waived prior to the Compliance Date and in the event all Conditions Precedent

are not satisfied or waived, as the case may be, the Compliance Date shall be deemed to

occur only when each and every Condition Precedent is either satisfied or waived, as the case

may be.

(l) “Concession Period” shall mean the Implementation Period and a period of fifteen (15)

years commencing on and from the date of Implementation Completion Certificate, unless

extended by the Authority, whose decision shall be final and binding in this regard, and / or

in accordance with the terms of this Agreement, in which event, the Concession Period shall

stand extended accordingly. For the avoidance of doubt, it is hereby clarified that, in the

event of any sooner determination of this Agreement, in accordance with the terms of this

Agreement, the Concession Period shall end on the Transfer Date.

(m) “Conditions Precedent” means the conditions set out in Article 4 hereof.

(n) “Cost” means all expenditure properly incurred (or to be incurred) by the Concessionaire, on

the Project, the Site and / or the Assets, including overheads and similar charges, but does

not include profit.

(o) “Day” means calendar day, “Month” means 30 (thirty) days and “Year” means 365 days.

For the avoidance of any doubt, it is clarified that Year shall mean 366 days in the case of a

leap year.

(p) “Directive” means any present or future requirement, instruction, direction, order, rule or

regulation issued by any Competent Authority which is legally binding or which is notified by

the Authority or the Government of Maharashtra to the Concessionaire, and any modification,

extension or replacement thereof from time to time in force.

(q) “Encumbrances” means any encumbrances such as mortgage, charge, pledge, lien,

hypothecation, security, interest, assignment, privilege or priority of any kind having the

effect of security or other such obligations and shall include without limitation any

designation of loss payees or beneficiaries or any similar arrangement under any insurance

policy pertaining to the Project, the Site and / or the Assets, physical encumbrances or

encroachments on the Project, the Site and / or the Assets where applicable herein.

(r) “Engineer – in – charge” means the Executive Engineer, Public Works (South)

Division, Kolhapur having its office at Banhakam Bhavan, PWD Campus, Tarabai Park,

Near Head Post Office, Kolhapur.

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(s) “Equity” shall mean the sum expressed in Indian Rupees representing the paid – up equity

share capital of the Concessionaire for meeting the equity component of its financial

obligations under this Agreement, and for the purposes of this Agreement shall include

compulsorily convertible instruments or other similar forms of capital, which shall

compulsorily convert into equity share capital of the Concessionaire.

(t) “Financial Model” means the financial model as approved by the Authority and adopted by

the Concessionaire setting forth the capital and operating costs of the Project and revenues

there from on the basis of which the financial viability of the Project has been determined by

the Concessionaire, and includes a description of the assumptions and parameters used for

making calculations and projections therein.

(u) “Financial Year” means the year commencing from 1st April of any calendar year to the 31st

March of the next calendar year except in the first and the last calendar year of the

subsistence of this Agreement. In the first year of subsistence of this Agreement, it means

the period from the Compliance Date to the 31st March of the next calendar year. In the last

year of subsistence of this Agreement, it means the period from 1st April to the Transfer

Date.

(v) “Force Majeure” or “Force Majeure Event” shall mean an act, event, condition or

occurrence specified in the Article 17.

(w) “Good Industry Practice” means those practices, methods, techniques, standards, skill,

diligence and prudence which are generally and reasonably expected and accepted from a

reasonably skilled, prudent and experienced operator engaged in in the same type of

undertaking as envisaged under this Agreement. It would include good engineering practices

in the design, construction, installation, and project management which would be expected

to result in the performance of its obligation by the Concessionaire and in operation and

maintenance of the Project, the Site and the Assets in accordance with this Agreement,

Applicable Laws and Clearances in a reliable, safe, economical and efficient manner and in

compliance with all requirements of environmental law.

(x) “Implementation Completion Certificate” means the certificate issued under Article

10.1.

(y) “Implementation Period” or “Time for Completion of Implementation” means the

period from the Compliance Date to the date of issue of Implementation Completion

Certificate, wherein the designing, building, financing, constructing and development of the

Jan Suvidha Kendra has been duly completed and the Project shall be made operational, as

per Schedule- I and all other applicable provisions of this Agreement.

(z) “Independent Auditor/ Valuer” shall have the meaning as ascribed in this Agreement.

(aa) “Jan Suvidha Kendra” shall have the meaning as ascribed to such term in the RFP and to

be designed, built, financed, constructed, implemented, developed, operated and maintained

in accordance with the terms of this Agreement.

(bb) {“Joint Venture (JV) Members” shall mean the members of the joint venture, constituted

for the purpose of bidding under the RFP, if applicable, comprising of the following

members:____________________________, __________________________

and_________________________________(if applicable)}.

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(cc) “Land Licence Agreement” means the land licence agreement executed/to be executed by

the Authority in favour of the Concessionnaire in relation to the Site, substantially in the form

and format set out in Schedule – XII.

(dd) “Lead Member” shall mean the lead member among the Joint Venture (JV) Members, and

in the event there are no Joint Venture (JV) Members, the Selected Bidder;

(ee) “License Fees” shall mean the license fees, quoted by the Selected Bidder as set out in the

LOA, as payable by the Concessionaire, in consideration of the grant of leave and license,

right of way and constructive possession of the Site, for the purpose of performance of its

duties, obligations and responsibilities under the Agreement. For the avoidance of any doubt,

it is clarified that the Concessionaire shall be liable to pay an incremental annual premium

over and above the License Fees initially paid in accordance with the requirements of Article

3 of this Agreement and the said incremental annual premium shall form part of the License

Fees.

(ff) “Material Adverse Effect” means consequences of events outside the control of the

Affected Party (as defined under Article 17.1 of this Agreement) which:

(i) render any right vested in a Party by the terms of this Agreement ineffective;

(ii) significantly impairs or frustrates the ability of any Party to observe and perform in a

timely manner its obligations under this Agreement; or,

(iii) frustrates a material provisions of this Agreement or any of the Project Agreements.

(gg) “Operation and Maintenance Period” is the period commencing from the Operations

Date and shall expire at the end of the Concession Period.

(hh) “Operations Date” or “Date of Issuance of Implementation Completion Certificate”

means the date on which the Authority issues an Implementation Completion Certificate for

the Project and the Concessionaire commences the commercial operation for the Project.

(ii) “Party” means any of the parties to this Agreement.

(jj) “Performance Security” means a Bank Guarantee for an amount prescribed by the

Authority of and shall be in the format as set out in Schedule–II, from a scheduled bank

approved by the Authority.

(kk) “Person” means any natural person, firm, corporation, company, partnership, joint venture,

trust, government, 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.

(ll) “Project” means the design, build, finance, construction, development, implementation,

operation and maintenance of the Jan Suvidha Kendra at the Site in accordance with the

provisions of this Agreement, and includes without limitation:

(i) preparation and submission of the Project Report of the design, build, construction,

development, implementation and commissioning of the Jan Suvidha Kendra and the

Site; and,

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(ii) completion of the development of the Jan Suvidha Kendra, as per the Project Report

and the provisions of the Agreement and its commissioning; and,

(iii) operation and maintenance, as per the terms and conditions of the Agreement and

Schedules hereof, and,

(iv) insurance on the Project, the Site and the Assets, for the purposes of providing the

services on a continuous basis; and,

(v) transfer of the Jan Suvidha Kendra, the Project, the Site and Assets (i.e. both movable

and immovable assets, whether provided by the Authority or brought in by the

Concessionaire during the subsistence of this Agreement), in good and operational

condition, to the Authority at the end of the Concession Period or on prior termination

of the Agreement, in accordance with the Specifications, Good Industry Practice and

the terms and conditions of this Agreement; and,

(vi) all works, services, duties, obligations and responsibilities relating to or in respect of

the Scope of the Project and the scope of work as set out under Schedule – I of this

Agreement.

(mm) “Project Agreements” means, collectively, this Agreement, and any other agreements

entered into by the Concessionaire with any Third Party in accordance with the requirements

of this Agreement, in each case as amended, supplemented or otherwise modified from time

to time.

(nn) “Project Insurance” means the insurance taken out by or on behalf of the Concessionaire

pursuant to the provisions and requirements of this Agreement.

(oo) “Project Report” means the project report including the drawings of each and every site, as

submitted by the Concessionaire as per Article 4.3 of this Agreement.

(pp) “Project Revenues” means all sources of revenues, as specified in Article 22 of the

Agreement, accruing to the Concessionaire from the operation of the Project, in accordance

with the terms and conditions of this Agreement.

(qq) “Proposal Acceptance Date” means the date of execution of this Agreement.

(rr) “RFP” shall have the meaning as ascribed to it in Recital - D.

(ss) “Schedules” mean the schedules to this Agreement.

(tt) “Site” means the real estate described in Schedule – IV and in respect of which rights of

leave and license, right of way and constructive possession shall be provided and granted by

the Authority to the Concessionaire, in consideration of the payment of the License Fees by

the Concessionaire, under the terms and conditions of this Agreement, for the performance

of the duties, responsibilities and obligations of the Concessionaire under the terms and

conditions of this Agreement. For the avoidance of doubt, it is hereby acknowledged and

agreed that references to the Site shall be construed as references to the real estate required

for the Project.

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(uu) “Specifications” means the specifications and standards relating to the quality, standards,

specifications and other requirements for the Project, the Site and / or the Assets, as set

forth in Schedule – I, and any modifications thereof, or additions thereto, submitted by the

Concessionaire to and expressly approved by the Authority.

(vv) “Taxes” shall include all statutory dues, taxes, duties, levies, cesses, surcharges, charges,

interest, penalties and any statutory levies including import duties, Central Sales Tax (CST),

State Sales Tax, Value Added Tax (VAT), Goods and Services Tax (GST), octroi, entry tax,

cess and stamp duty to be imposed on and / or assessed on the Concessionaire at the time

of performance of obligations, duties, roles and responsibilities as provided under the

Agreement by all municipal, local bodies, state or national government authorities or any

other government authority in connection with the obligations, duties, roles and

responsibilities of the Concessionaire as provided under the Agreement.

(ww) “Tender”/”Bid”/”Proposal” means the tender, bid and / or proposal as submitted by the

Selected Bidder to the Authority and as accepted by the Authority vide the LOA.

(xx) “Termination Date” means the date on which this Agreement terminates by efflux of time

or on the issuance of a Termination Notice.

(yy) “Termination Notice” means the communication issued in accordance with this Agreement

by the Authority to the Concessionaire for terminating this Agreement

(zz) “Termination Payment” means the amount payable, under and in accordance with this

Agreement, by the Authority to the Concessionaire upon the termination of this Agreement.

For the avoidance of doubt, it is expressly agreed that the amount payable shall be subject to

the limitations as specified under this Agreement.

(aaa) “Third Party” means any Person, real or judicial, or entity other than the Parties to this

Agreement

(bbb) “Total Project Cost” means the Total Project Cost as approved by the Committee and

certified by the Engineer-in-charge in the certificate issued as per format given in Schedule –

VI of this Agreement.

(ccc) “Transfer Date” means the date of completion of the Concession Period by efflux of time in

accordance with the terms and conditions of this Agreement including but not limited to the

satisfaction of the requirements as set out in Article 23 of this Agreement or termination of

the Agreement by a Termination Notice.

(ddd) “Users” means Person(s) / tourists using the Project.

(eee) “Variation” means a modification, improvement or change in the Scope of the Agreement,

services, and facilities etc. to be carried out by the Concessionaire, such that the cost of

implementing the modification, improvement or change can be recovered through a 30

(thirty) day adjustment of the Concession Period.

1.2. Relation between the Parties

Nothing contained herein shall be construed as establishing a relation of principal and agent

as between the Authority and the Concessionaire. The Concessionaire, subject to this

Agreement, has the complete charge over its agents, representatives, contractors, personnel,

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if any, in performing this Agreement and shall be fully responsible for the Agreement being

performed by them or on their behalf hereunder.

The principles of interpretation of the provisions of this Agreement are as follows, unless the

context otherwise requires:

(i) Any reference to a statutory provision shall include such provision as is from time to time

modified or re–enacted or consolidated so far as such for modification or re–enactment

or consolidation applies or is capable of applying to any transactions entered in to

hereunder;

(ii) Reference to laws of Government of Maharashtra laws of India or Indian Laws or

regulation having force of law shall include the laws, acts, ordinances, rules, regulations,

guidelines or byelaws which have the force of law in State of Maharashtra;

(iii) The headings are for convenience and reference only and shall not be used in and shall

not affect, the construction or interpretation of this Agreement;

(iv) Terms and words beginning with capital letters and defined in this Agreement including

the Schedules;

(v) Words importing Person or Parties shall include firms and corporations and any

organization having legal capacity to sue and be sued in its name;

(vi) Words importing the singular shall include the plural and vice-versa where the

Concession requires;

(vii) 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;

(viii) References to the terms “construction” or “building” include, unless the context

otherwise requires, investigation, design, developing, engineering, procurement,

delivery, transportation, installation, processing, fabrication, testing, commissioning

and other activities incidental to the construction, and “construct” or “build” shall be

construed accordingly;

(ix) References to the term “development” include, unless the context otherwise

requires, construction, renovation, refurbishing, augmentation, upgradation and other

activities incidental thereto, and “develop” shall be construed accordingly;

(x) Any reference to any period of time shall mean a reference to that according to Indian

Standard Time;

(xi) References to any gender shall include the other and the neutral gender;

(xii) “lakh” means a hundred thousand (100,000) and “crore” means ten million

(10,000,000);

(xiii) Any reference to day shall mean a reference to a calendar day;

(xiv) Any reference to month shall mean a reference to a calendar month;

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(xv) The Schedules of this Agreement for man integral part of this Agreement and will be in

full force and effect as though they we reexpressly set out in the body of this

Agreement;

(xvi) Any reference at any time to any agreement, deed, instrument or document of any

description shall be construed as reference to that agreement, deed, instrument or other

document as amended, varied, supplemented, modified or suspended at the time of

such reference;

(xvii) References to recitals, Articles, sub–articles or Schedules in this Agreement shall, except

where the context otherwise requires, be deemed to be references to recitals, Articles,

sub-articles and Schedules of or to this Agreement;

(xviii) Any Agreement, consent, approval, authorisation, notice, communication, information nor

report required under or pursuant to this Agreement from or by any Party shall be valid

and effective only if it is in writing under the hands of duly authorised representative of

such party, as the case may be, in this behalf and not otherwise;

(xix) 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 and 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 next business day;

(xx) 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;

(xxi) Time shall be of the essence in the performance of the Parties’ respective obligations. If any

time period specified herein is extended, such extended time shall also be of the essence;

(xxii) The Parties hereby agree that the Parties have contributed equally to the drafting and

the preparation of this Agreement. The rule of construction, if any, that an agreement

should be interpreted against the parties responsible for the drafting and preparation

thereof, shall not be applicable;

1.3. Measurements and Arithmetic Conventions

All measurements and calculations shall be in metric system and calculations done in 2 decimals

places, with the third digit of 5 or above rounded up and below 5 belong down except in fee

calculation which shall be rounded off to nearest Rupee Hundred (100).

1.4. Ambiguities within Agreement

In case of ambiguities or discrepancies within this Agreement, the following shall apply:

(i) Between two Articles or more of this Agreement, the provisions of specific Article

relevant to the issue under the consideration shall prevail over those in other Articles;

(ii) Between the Articles and the Schedules, the Articles shall prevail, save and except as

expressly provided in the Articles or the Schedules;

(iii) Between the written description on the Drawings and the Specifications and Standards,

the latter shall prevail;

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(iv) Between the written description on the Drawing and the specific written dimension, the

latter shall prevail; and,

(v) Between any value written in numeral sand that in words, the later shall prevail.

1.5. Priority of Documents

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) this Agreement; and,

(b) all other agreements and documents forming part hereof or referred to herein;

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

above.

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ARTICLE 2:

SCOPEOF THE PROJECT

The scope of the Project (the “Scope of the Project”), as required to be performed by the

Concessionaire as per the terms, conditions, covenants and requirements of this Agreement and in

accordance with the Applicable Laws, Specifications, Clearances and Good Industry Practice, shall

mean and include during the Concession Period:

(i) Surveying, investigation, planning, preparing and submitting the Project Report including the

drawings as provided by the Authority of the Project as per the laid down provisions of the

Agreement and schedules hereof. The Project Report shall clearly mention the Specifications to

be adopted, facilities to be provided to the Users of the Project and the Jan Suvidha Kendra,

planning for operation and maintenance as well as the space planned for advertising as per

Applicable Laws. The Project Report shall be approved by the Authority prior to

commencement of construction.

(ii) Construction and commissioning after approval to Project report, installation of the toilet Units

for men and women as per the Specifications, construction of internal roads, approach roads,

landscaping, children’s play parks, electrification, solar systems, sewage treatment plant,

effluent treatment plant and the Project Report approved by the Authority and in accordance

with the provisions of this Agreement (including the schedules).

(iii) Operation and maintenance of the toilet units and overall Project, on a regular basis, in

accordance with the provisions of this Agreement and the schedules hereof.

(iv) Performance and fulfilment of all other obligations in accordance with the provisions of this

Agreement and matters incidental thereto or necessary for the performance of any or all of the

obligations of the Concessionaire under this Agreement and its Schedules thereof.

(v) Provision for providing clean drinking water and clean toilet use in consideration of the

Commercial Charges, if applicable. Provision for water ATM, sanitary napkin vending and

disposal machines in consideration of the Commercial Charges, if applicable.

(vi) Provision of all electrical works including external electrification, installation of CCTV cameras

for whole campus surveillance.

(vii) Sewage treatment, rain water harvesting for the entire Project.

(viii) Any other services as may be desired by the Authority and intimated to the Concessionaire.

(ix) Timely payment of the License Fees to Authority as per the terms and conditions of this

Agreement.

(x) Suggestion box in order to enable submission of suggestions by Users and a Complaints

Register has to be maintained by the Concessionaire in the Project in accordance with the

requirements of this Agreement.

For the avoidance of any doubt, it is clarified herewith that in addition to the Scope of the Project,

the Concessionaire shall be required to carryout any incidental works and services as required and to

comply with all the provisions of the Agreement, the schedules to the Agreement and as per the

requirements of Applicable Laws and Clearances while completing the design, build, construction,

implementation, development, operation and maintenance of the Project.

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ARTICLE 3:

CONCESSION

3.1 Grant of Concession

Subject to and in accordance with the terms and conditions set forth in this Agreement, the

Authority hereby grants the concession to the Concessionaire in order to conduct the design,

build, finance, construct, develop, implement, operate and maintain the Project, the Site and

/ or the Assets commencing on and from the Compliance Date, in order to perform its duties,

responsibilities and obligations in accordance with this Agreement, the Scope of the

Agreement, the Specifications and Good Industry Practice. The Authority will execute the

Land Licence Agreement in favour of the Concessionaire in the form and format set out in

Schedule – XII hereto. It is expressly agreed and understood by the Parties that this is a

bare license and nothing herein contained shall ever be construed to create any interest,

right of tenancy, sub – tenancy, leases or sub – leases in favour of the grant of concession

and the juridical possession of the Site shall at all times remain vested with the Authority and

the Concessionaire shall at no time claim any right, title or interest, whether as tenant, sub –

tenant or any other similar status, in the Site or any part thereof. It should also be clarified

that the Concessionaire shall not assign, sublet, transfer and / or create any lien and / or

encumbrance under this Agreement, and / or the Concession granted under this Agreement

on the whole or any part of the Project, nor transfer, lease or part possession thereof, save

and except as expressly permitted by the Authority in writing, in accordance with the terms

and conditions of this Agreement.

3.2 Licence Fees to be paid for the Concession period:

3.2.1 The Concessionaire shall pay the Licence Fees for the Concession Period in accordance with

the terms and conditions of this Agreement.

3.2.2 The Concessionaire shall be liable to pay an annual incremental premium, over and above

the payment of the License Fees, in consideration of the grant of the concession as per

Article 3.2.1 above, to the Authority, within thirty (30) days from the commencement of the

Financial Year. Notwithstanding anything to the contrary, the decision of the Authority in this

regard, shall be final and binding on the Concessionaire. The annual incremental premium,

including any revisions and / or amendments thereto, shall be calculated in accordance with

the following:

3.2.3 The same is calculated at Rs.5,78,884/- per year, assumed to be increased by 10 % for

every year, discounted at Return on Investment of 12 % and calculated at 8 % of market

value of land (calculated at five (5) times2 of ready reckoner rate). In case it is observed by

the Committee constituted as per Article 9 of the Agreement that, ready reckoner rate or

market value of land has increased beyond such 10 % as mentioned above, and the

Authority is entitled to get additional premium from the Concessionaire, then in that case

Authority shall calculated such amount of additional premium as per the Financial Model

prepared at the time of submission of the bid by the Selected Bidder.

3.2.4 In case there is negative growth in ready reckoner rate, there shall not be any reduction in

premium payable by the Concessionaire for the relevant Financial Year and there shall not be

any refund for that Financial Year. For the avoidance of any doubt, it is clarified that the

calculations shall be done only for years having positive growth in ready reckoner value of

2 Multiplier of 5 has been considered for arriving at market value of land. As per guidelines of method of calculation of land acquisition cost, detailed explanation is given in instructions of financial model.

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the Site, and in the absence of any positive growth in the ready reckoner value of the Site

during the relevant Financial Year, the premium paid during the immediately preceding

Financial Year shall be payable by the Concessionaire to the Authority.

3.2.5 Calculation method for premium, minimum amount of premium shall be calculated as per

Schedule III of this Agreement.

3.2.6 Amount of License Fees payable by the Concessionaire shall be taken into consideration and

per year premium shall be calculated as per the Financial Model for further calculations.

3.2.7 For avoidance of doubt, financial cash flow of the Concessionaire for calculation of premium

is being attached with this Agreement as Schedule – VII of this Agreement.

3.2.8 Subject to and in accordance with the terms and conditions set forth in this Agreement, the

concession here by granted shall entitle the Concessionaire, with the exclusive right to

undertake the following, in accordance with the provisions of this Agreement, the Scope of

the Agreement, the Applicable Laws, Specifications, Good Industry Practice and the

Clearances:

(i) To implement the Project as per the Scope of the Agreement more specifically set out

in Article 2 hereto and the schedules of this Agreement;

(ii) To design, build, construct, install, finance, implement, operate, maintain the Project

and regulate the use by Third Parties of the Project (which should be clearly and

unambiguously informed to the Concessionaire) during the Concession Period;

(iii) To enjoy leave and license, right of way and constructive possession to the Site for a

period that shall be co-terminus with the Concession Period;

(iv) To have access and liberty to develop, upgrade, finance, operate and maintain the

proposed Project with the associated facilities and services at the Site during the

Concession Period in accordance with the provisions of this Agreement and schedules

thereof, Applicable Laws, Clearances and Good Industry Practice. Any development

made by the Concessionaire on the Project, the Site and / or the Assets in respect of

the Project shall be deemed to be the property of the Authority and the Concessionaire

relinquishes all his rights in such property in favour of Authority;

(v) Exclusive right and authority, during the Concession Period, to carry out the specified

activities in relation to the Project;

(vi) Use of the Project to determine, demand, levy, collect, enforce, retain and appropriate

Commercial Charges and to periodically revise the same in conformity with the market

rates, with prior consent of the Authority in writing;

(vii) Manage, operate and execute rights overall or any part of the Assets without any

limitation or restriction other than those expressly set out in this Agreement;

(viii) To fulfil its obligations under this Agreement, undertake activities by itself, without

appointing any contractors, sub– contractors etc.;

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(ix) Make applications for obtaining of all the Clearances from the Competent Authorities

for performance of the duties, obligations and responsibilities of the Concessionaire

under this Agreement, as and when required;

(x) Exercise such other rights as the Authority may determine as being necessary or

desirable for the purposes incidental and necessary for designing, constructing,

installing, financing, implementing, managing, operating, running and maintaining the

Project; and,

(xi) Bear and pay all expenses, costs and charges incurred in the fulfilment of all the

Concessionaire’s obligations under the terms and conditions of this Agreement.

3.2.9 For the avoidance of any doubt, it is hereby clarified that notwithstanding anything to the

contrary as stated under this Agreement, nothing contained herein, including the act of

granting permission to upgrade the Project at the Site shall vest or create any proprietary

interest in the Project or any part thereof including any construction or installation etc.

installed in the structure of the Project in favour of the Concessionaire or any person claiming

through or under the Concessionaire. The Concessionaire shall not in any manner sell,

transfer, assign, mortgage, charge, create lien or otherwise Encumber or deal with the

Project in any manner. The Concessionaire acknowledges, accepts and confirms that the

covenant contained here in is an essence of this Agreement.

3.2.10 All Taxes (including service tax and GST) applicable and/or payable on the Licence Fees and

the annual incremental premium shall be borne and discharged by the Concessionaire at

actuals as per the instructions of the Authority.

3.3 Actions in Support of the Concession

(i) The Authority shall recognize and undertake not to, in any manner, violate or cause

breach of the terms of this Agreement

(ii) The Authority undertake not to terminate or repudiate this Agreement prior to the

expiry of the Concession Period otherwise than in accordance with the provisions of

this Agreement;

(iii) The Authority shall provide assistance and recommendations to the Concessionaire

so as to enable the Concessionaire to obtain the requisite Clearances from the

Competent Authority(ies), including Government of Maharashtra, in support of the

Concessionaire’s applications for Clearances that may be needed from time to time

for the implementation of the Project. Provided that the Concessionaire shall make

the requisite applications and is in compliance with the necessary conditions for the

grant of such Clearances.

3.4 Concession Period

3.4.1 During the Concession Period the Concessionaire is authorized to design, build, construct,

implement and develop the Project and to operate and maintain the Project in accordance

with the provisions hereof. Provided that in the event of early termination, the Concession

Period shall be limited to the period commencing from the Compliance Date and ending with

the Transfer Date.

3.4.2 It is hereby agreed between the Parties that:

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(i) In the event of the Concession Period being extended by Authority beyond the period

of fifteen (15) years from the Compliance Date, in accordance with the provisions of

this Agreement, the Concession Period shall stand extended accordingly; and,

(ii) In the event of termination, the Concession Period shall mean and be limited to the

period commencing from the Compliance Date and ending with the Transfer Date.

3.4.3 At the end of the Concession Period or sooner termination of this Agreement for any reason

whatsoever, all rights given under this Agreement shall cease to have effect and the Project,

the Site and the Assets, in good and operational condition, shall stand transferred to the

Authority without any obligation of Authority to pay or adjust any consideration or other

payment to the Concessionaire. On expiry of the Concession Period and / or sooner

termination of the Agreement, in accordance with the terms of this Agreement, all rights

accorded to the Concessionaire under this Agreement shall cease to be in effect and the

Project, the Site and / or the Assets shall be transferred to the Authority in accordance with

Article 23 of this Agreement.

3.5 Implementation Period

The Implementation Period or the Time for Completion of Construction shall be a period of

12 (Twelve) months, commencing from the Compliance Date, wherein the Concessionaire

shall be required to comply with the following obligations:

(i) Complete the design, build, construction, implementation and development of the

Project, as per the Project Report as approved by the Authority and also, in

accordance with the provisions laid down in the Schedule-I of this Agreement.

(ii) Procure full insurance cover for the Project, the Site and the Assets, in compliance with

the following requirements : The Concessionaire shall effect and maintain at its own cost,

during the Concession Period, such insurances for such maximum sums as may be

required under this Agreement and the Applicable Laws, and such insurances as may be

necessary or prudent in accordance with Good Industry Practice. The Concessionaire shall

also effect and maintain such insurances as may be necessary for mitigating the risks that

may devolve on the Authority as a consequence of any act or omission of the

Concessionaire during the Concession Period. The Concessionaire shall procure that in

each insurance policy, the Authority shall be a co – insured and that the insurer shall pay

the proceeds of insurance to the Authority in the event of termination. Within 5 (five)

days of obtaining any insurance cover, the Concessionaire shall furnish to the

Authority, notarised true copies of the certificate(s) of insurance, copies of insurance

policies and premia payment receipts in respect of such insurance, and no such

insurance shall be cancelled, modified, or allowed to expire or lapse until the expiry of

at least 45 (forty five) days after notice of such proposed cancellation, modification or

non – renewal has been delivered by the Concessionaire to the Authority. All insurance

policies in respect of the insurance obtained by the Concessionaire shall include a

waiver of any and all rights of subrogation or recovery of the insurers there under

against, inter alia, the Authority, and its assigns, successors, undertakings and their

subsidiaries, affiliates, employees, insurers and underwriters, and of any right of the

insurers to any set – off or counterclaim or any other deduction, whether by

attachment or otherwise, in respect of any liability of any such Person insured under

any such policy or in any way connected with any loss, liability or obligation covered

by such policies of insurance. The Concessionaire hereby further releases, assigns and

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waives any and all rights of subrogation or recovery against, inter alia, the Authority

and its assigns, undertakings and their subsidiaries, affiliates, employees, successors,

insurers and underwriters, which the Concessionaire may otherwise have or acquire in

or from or in any way connected with any loss, liability or obligation covered by

policies of insurance maintained or required to be maintained by the Concessionaire

pursuant to this Agreement or because of deductible clauses in or inadequacy of limits

of any such policies of insurance. Without prejudice to the provisions as contained

hereinabove, the Concessionaire shall, during the Concession Period, procure and maintain

adequate insurance cover including but not limited to the following:

1. loss, damage or destruction of the Project, the Sites and the Assets in the care and

custody of the Concessionaire;

2. the Concessionaire’s general liabilities arising out of the Agreement;

3. the workmen’s compensation insurance; and,

4. any other insurance that may be necessary to protect the Concessionaire and its

employees, including all Force Majeure Events, in accordance with Article 17 of this

Agreement, that are insurable and not otherwise covered in items 1 to 3 above.

(iii) It is hereby agreed between the Parties that the Concessionaire should not

alter/change any civil structure including utilities of the Project, the Site and the Assets

unless as agreed and approved by the Authority in writing during the Concession

Period.

(iv) The Concessionaire guarantees that the Time for Completion of Implementation for

the Project shall be achieved in accordance with the provisions of this Agreement and

not later than the Implementation Period from the Compliance Date, for any reason

whatsoever. In the event that the Concessionaire does not ensure that the Time for

Completion of Implementation for the Project is not achieved within the

Implementation Period and / or in accordance with the terms and conditions of the

Agreement, and the delay has not occurred as a result of breach of this Agreement by

the Authority or due to a Force Majeure Event, the Concessionaire shall pay to the

Authority, damages in an amount calculated at the rate of 2% (z two per cent) of the

Performance Security for each day’s delay until due fulfilment. For the avoidance of

any doubt, it is hereby clarified that such right of the Authority to payment of

damages by the Concessionaire, as set out under this Article, shall not be in prejudice

to any other rights and / or remedies of the Authority, under this Agreement and / or

Applicable Laws and / or in equity.The Time for Completion of Implementation for the

Project may be extended, on prior written consent of the Authority. For the avoidance

of any doubt, it is hereby clarified that, in the event of such prior written consent of

the Authority, the Implementation Period shall also stand extended accordingly. In the

event that the Concessionaire does not ensure that the Time for Completion of

Implementation for the Project is not achieved within the Implementation Period and

/ or in accordance with the terms and conditions of the Agreement, and the delay has

not occurred as a result of breach of this Agreement by the Authority or due to a

Force Majeure Event, the Authority shall also have the right to terminate the

Agreement, for a Concessionaire Event of Default, by giving 15 (fifteen) days prior

notice to the Concessionaire.

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(v) Extension of time: The Concessionaire may apply for an extension of the Time for

Completion of Implementation if it is or shall be delayed or likely to be delayed beyond

the expiry of the Implementation Period, either before or after the Time for

Completion of Implementation, by any of the following causes:-

1. Variation;

2. A Force Majeure Event;

3. Change of Scope;

4. A cause of delay giving an explicit and express entitlement to extension of time

under any Articles in this Agreement, unless the Concessionaire has not complied

with such Article;

5. Any delay, impediment or prevention by the Authority; and,

6. Any delay caused by Competent Authorities in providing the Clearances pertaining

to the performance of duties, obligations and responsibilities of the Concessionaire.

(vi) The Concessionaire shall at all times use its best endeavours to minimize any delay in the

performance of its obligations under this Agreement, what ever may be the cause of

such delay. For the avoidance of any doubt, it is hereby clarified that the decision to

extend the Time for Completion of Implementation is an option and not an obligation

and that the decision of the Authority regarding waiver of any delay caused by the

Concessionaire and any extension in the Concession Period and / or extension in the

prescribed time period under this Agreement shall be final and binding on the

Concessionaire.

(vii) If the Concessionaire intends to apply for an extension of the Time for Completion of

Implementation, the Concessionaire shall give notice to the Authority of such intention

as soon as possible and in any case within 10 (ten) day soft he start of the event giving

rise to any such delay (other than for Change of Scope), together with any other notice

required by this Agreement and relevant to such cause. Any such notice shall state the

extent and anticipated delay and its anticipated effect on the Time for Completion of

Implementation, and shall specify the steps the Concessionaire proposes to take to

minimise such delay. The Concessionaire shall keep such true and accurate records as

may be necessary to substantiate any application, at allocation acceptable tot he

Authority and shall provide such other information as may reasonably be requested by

Authority. The Concessionaire shall provide and permit the Authority to inspect all such

records.

(viii) Within 10 (ten) days of the first day of such delay (or such other period as may be

agreed by the Authority), the Concessionaire shall submit full supporting details of its

application. Except that, if the Concessionaire cannot submit all relevant details within

such period because the cause of delay continued for a period exceeding 7 (seven)

days, the Concessionaire shall submit interim details at intervals of not more than 10

(ten) days (from the first day of such delay) and full and final supporting details of its

application within 14 (fourteen) day soft he last day of delay.

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(ix) Provided that the Concessionaire has complied with this Article, the Authority shall

proceed in accordance with Article 14to determine either prospectively or retrospectively

such adjustmentas may be due, taking into account all relevant circumstances. The

Authority shall notify the Concessionaire accordingly. When determining ach extension of

time, Authority shall review its previous determination sand may revise, but shall not

decrease, the extension, and provided that the extension of time is not a consequence

of any negligence, default or breach of Agreement by the Concessionaire or those for

whom it is responsible. However, the Concessionaire shall not been titled to an extension

of the Time for Completion of Implementation, to the extent that the delay in respect of

which the extension of time is requested is attributable to any negligence, default or

breach of this Agreement by the Concessionaire or those for whom it is responsible, as

determined by the Authority or any expert, as appointed by the Authority for this

purpose.

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ARTICLE 4:

CONDITIONS PRECEDENT

4.1 Subject to the express provisions to the contrary under this Agreement, or unless the context

otherwise requires, the rights and obligations under this Agreement shall take effect only upon

fulfilment of all the Conditions Precedent set out in Articles 4.2 and 4.3 of this Agreement, on or

before the expiry of a period of 60 (sixty) days from the Proposal Acceptance Date. However,

the Authority may at any time at its sole discretion and in writing, waive fully or partially any

of the Conditions Precedent of the Concessionaire.

4.2 Obligations for satisfaction of Conditions Precedent for the Authority

The Authority shall have:

(i) Handed over to the Concessionaire, the constructive possession of the Site free from

Encumbrances. This Conditions Precedent on the part of the Authority shall be fulfilled

only after all other Conditions Precedent of both the Parties are met/ fulfilled and / or

waived off as per this Article. However, it is being clarified that the Authority shall

handover the Site in “as is where is” basis to the Concessionaire;

(ii) Carried out inspection (wherein one (1) representative of Authority, and

Concessionaire shall be mandatorily present) of the Site and prepared a detailed report

on the Site to be transferred, by the Authority, to the Concessionaire for the

development of the Project. It is being clarified here that the Site shall be checked,

verified, confirmed and signed by the representatives of the Parties and shall be

considered as final. It is hereby agreed by the Parties that such verification and / or

confirmation shall not be unreasonably withheld, and nothing in this Article shall

prejudice the fact that the Site shall be provided by the Authority, on “as is where

is” basis. The copies of the same shall be kept by the Authority, and Concessionaire;

(iii) Issued government orders or gazette notifications, if necessary, for implementing the

Project; and,

(iv) Shall obtain all Clearances as required for construction at the Site.

4.3 Obligations for satisfaction of Conditions Precedent for the Concessionaire The Concessionaire shall have:

(i) Submitted the Project Report including detailed drawings of the Project and the Site to

the satisfaction of the Authority, and within a period of 30 (thirty) days from the

Proposal Acceptance Date. The Project Report submitted by the Concessionaire should

include a technical details of the various facilities proposed to be used in the Project;

(ii) Incorporated the comments/observations (if any) on the Project Report of the Project,

as proposed by the Authority and submitted for approval, within a period of 15

(fifteen) days from the date of receipt of comments /observations from the Authority.

However, it is clarified here that the Concessionaire shall not start the implementation

until and unless the Authority approves the Project Report of the Project again after

carrying out necessary comments/observations (if any), which shall not be unduly

delayed;

(iii) Submit the Total Project Cost to the Authority for perusal;

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(iv) Provided an undertaking that all of the representations and warranties of the

Concessionaire set forth in Article 13 of this Agreement are true and correct as on

date of this Agreement and as on the Compliance Date and shall be true and correct

till the expiry of the Concession Period;

(v) Provided the Authority with certified true copies, by an authorised officer of the

Concessionaire, of its Memorandum of Association and Articles of Association of the

Concessionaire;

(vi) Shall obtain all Clearances (not relating to construction at the Site) for commencement

of performance of the obligations, duties and responsibilities of the Concessionaire;

(vii) Provided the Authority, certified true copies, by the Director of the Concessionaire, of

all resolutions adopted by the Board of Directors of the Concessionaire authorising the

execution, delivery and performance of this Agreement by the Concessionaire; and,

(viii) The Concessionaire has provided the Performance Security to the Authority in

accordance with the requirements of the Agreement, prior to the Proposal Acceptance

Date.

Provided that upon request in writing by the Concessionaire, the Authority, may, at its sole

discretion and in writing, waive fully or partially any or all the Conditions Precedent set forth

in this Article.

4.4 General Obligations to satisfy Condition Precedents (i) Each Party hereto shall use all reasonable endeavours at its cost and expense to

procure the satisfaction in full of its respective Conditions Precedent set out above

within60 (sixty) days of Proposal Acceptance Date. The Parties undertake to provide to

each other all reasonable assistance, co – operate with each other and to use all

reasonable endeavours to ensure that the Conditions Precedent are satisfied as soon

as possible.

(ii) Upon satisfaction in full of all Conditions Precedent for a Party, the other Party shall

forthwith issue to such Party a Certificate of Compliance with Conditions Precedent

(the “Certificate of Compliance”) specifically setting out that the Conditions

Precedent as per the relevant Article of this Agreement has been duly complied with.

(iii) The later of the date of issue of Certificate of Compliance to the Concessionaire or the

Authority shall be the Compliance Date, whereupon the obligations of the Parties

under this Agreement shall commence and whereon the Authority shall issue the

notice to commence to the Concessionaire which shall set out the Compliance Date of

this Agreement. For the avoidance of any doubt, it is hereby clarified that any

investigations, surveys etc. of whatsoever nature, which the Concessionaire elects to

carry out prior to the Proposal Acceptance Date, shall be entirely at the risk and cost

of the Concessionaire. The Concessionaire shall not be permitted to commence the

work and perform any of its duties, obligations and responsibilities under this

Agreement at any part of Site prior to the issuance of notice to commence by the

Authority.

(iv) Each Party shall bear its respective costs and expenses of satisfying such Conditions

Precedents unless otherwise expressly provided for under this Agreement.

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4.5 Non – satisfaction of Conditions Precedent

(i) Without prejudice to any other provision under this Agreement and subject to

compliance with the requirements under Article 22 of this Agreement, the Parties

expressly agree that in the event, the Compliance Date does not occur, for any reason

whatsoever, before 60 (sixty) days from the Proposal Acceptance Date or the

extended period provided under this Agreement, all rights, privileges, claims and

entitlements of the Concessionaire under or arising out of this Agreement shall be

deemed to have been waived by, and to have ceased with the concurrence of the

Concessionaire, and the Agreement shall be deemed to have been terminated by

mutual agreement of the Parties. Provided however, that in the event of non –

occurrence of the Compliance Date is for reasons attributable to the Concessionaire,

the Performance Security shall be encashed and appropriated by the Authority as

liquidated damages as genuine pre – estimate of damages caused to the Authority.

For the avoidance of any doubt, it is hereby clarified by the Parties that the right of

the Authority to encash and appropriate the Performance Security, shall not be in

prejudice to any other rights and / or remedies available with the Authority under the

terms and conditions of this Agreement, under Applicable Laws and under equity.

(ii) In the event that the Concessionaire has fulfilled its Conditions Precedent and

Authority has not procured fulfilment of any or all of the Condition Precedents set forth

in Article 4.2 within the period specified in respect thereof, the Authority shall not be

liable to pay any damages to the Concessionaire. The Parties hereby agree that, in the

event that the Authority, has not complied with the Conditions Precedent within the

period of 60 (sixty) days from the Proposal Acceptance Date, the Authority shall

provide a notice to the Concessionaire in writing, providing for extension of the said

period for due satisfaction of the Conditions Precedent, and such period of compliance

shall stand extended accordingly as if mutually agreed by the Parties in writing.

(iii) In the event the Authority has terminated this Agreement under Article 4.5(i) due to

non–fulfilment of Conditions Precedent by the Concessionaire, the Authority shall not

be liable in any manner whatsoever to the Concessionaire or its contractors, agent

sand employees. In addition to this, the Authority shall have the right to encash and

appropriate the Performance Security as liquidated damages as genuine pre –

estimate of damages caused to the Authority. For the avoidance of any doubt, it is

hereby clarified by the Parties that the right of the Authority to encash and

appropriate the Performance Security, shall not be in prejudice to any other rights and

/ or remedies available with the Authority under the terms and conditions of this

Agreement, under Applicable Laws and under equity.

(iv) In the event that (a) the Concessionaire does not procure fulfilment of any or all of the

Conditions Precedent as set forth under this Agreement, within a period of 60 (sixty)

days from the Proposal Acceptance Date, and (b) the delay has not occurred as a result

of breach of this Agreement by the Authority or due to Force Majeure, the

Concessionaire shall pay to the Authority, liquidated damages, as a genuine pre –

estimate of damages, in an amount calculated at the rate of 2% (two per cent) of the

Performance Security for each day’s delay until the fulfilment of such Conditions

Precedent.

(v) It is hereby agreed between the Parties, that the Parties may extend the period for

fulfilling the Conditions Precedent by mutual agreement in writing.

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ARTICLE 5:

COMMERCIAL CONSIDERATION

5.1 Commercial Charges

(i) The Concessionaire shall have to maintain true and accurate books of accounts, in

accordance with Indian GAAP and Good Industry Practice, of all the records of its

Commercial Charges, receipts, income, expenditure, payments, assets, liabilities and

revenue collection, directly and / or indirectly, from the Project including without

limitation collection of any charges, fees, surcharge, tariff collection, advertisement

display collection and such other charges and / or fees as collected from the Users of

the Project, by whatsoever name called, after the issuance of the Implementation

Completion Certificate for the Project and the same will be shared with the Authority

at the end of each quarter of the Financial Year.

(ii) The Concessionaire shall provide to the Authority, 2 (two) copies of its balance sheet,

cash flow statement and the profit and loss account statement, along with a report

thereon by its duly appointed auditors, within 60 (Sixty) days of the close of the

Financial Year to which they pertain.

(iii) The Authority may, at its sole discretion, extend the Concession Period. In such event,

the Concession Period shall stand extended accordingly.

5.2 Performance Security

(i) The Concessionaire shall provide the Performance Security, amounting to

Rs.________________ (Rupees _________________________________

only) to the Authority, prior to the Proposal Acceptance Date, in the format as

specified in Schedule – II of this Agreement and shall ensure that the Performance

Security shall be duly maintained for the entire Concession Period.

(ii) The Performance Security shall be from a scheduled bank approved by the Authority,

payable on demand without any demur, reservation, caveat, protest and / or recourse

at Kolhapur, Maharashtra.

(iii) Upon occurrence of a Concessionaire Event of Default, the Authority shall, without

prejudice to its other rights and remedies hereunder or in law, be entitled to encash

and appropriate the Performance Security as liquidated damages, which shall be

genuine pre – estimate of the losses caused to the Authority in this regard. Upon such

encashment and appropriation from the Performance Security, the Concessionaire

shall, within 10 (ten)days replenish, incase of partial appropriation, to its original level,

the Performance Security and incase of appropriation of the entire Performance

Security, provide a fresh Performance Security and the Concessionaire shall, within the

time so granted replenish or furnish to the Authority a fresh Performance Security as

aforesaid, failing which the Authority shall been titled to terminate this Agreement.

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ARTICLE 6:

OBLIGATIONS OF THE AUTHORITY DURING THE IMPLEMENTATION PERIOD

6.1 General Obligations of the Authority during the Implementation Period

It shall be the obligation of the Authority to ensure that the following are made available to the

Concessionaire or duly executed by the Authority:

(i) All litigation involving the Site, prior to Compliance Date and wherein the actions have

been filed against the Authority, the same shall be contested and conducted solely by

the Authority. The Concessionaire shall be in no way held responsible or liable as a

reason thereof for such litigation involving the Project. The Authority shall indemnify

the Concessionaire and shall hold it free of any claim or consequent cost that may

arise as a result of any such litigation;

(ii) The Authority shall bear and be responsible for all costs, expense or charges incurred

in making available the Site in accordance with Article4, including any compensation

required to be paid for acquisition of such Site; and,

(iii) The Authority shall ensure that from the date of the notice to commence and till the

expiry of the Concession Period, the Concessionaire has access to the Site for the

purpose of carrying out the Concessionaire's obligations under this Agreement.

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ARTICLE 7:

OBLIGATIONS OF THE CONCESSIONAIRE DURING

THE IMPLEMENTATION PERIOD

7.1 Obligations of the Concessionaire during the Implementation Period

The Concessionaire shall observe, undertake, comply with and perform, in addition to and

noting derogation of its obligations elsewhere set out in this Agreement, the following:

(i) Comply with and observe at all times the requirements of all Clearances, approvals

and Applicable Laws in the performance of its obligations under this Agreement;

(ii) Submit 5 (five) copies each of the Project Report of the Project containing the detailed

and accurate visual representation of the internal and external facilities of the Project

to the Authority; along with the Financial Model and the calculation of annual

incremental premium;

(iii) Carryout its duties, responsibilities and obligations strictly in accordance with the

Project Report as approved by the Engineer –in – charge, the terms and conditions of

this Agreement and the schedules thereto, and all duties, responsibilities and

obligations not mentioned in this Agreement but which may be inferred to be

necessary for safe, reliable and efficient implementation and operation of the Project

in accordance with Applicable Laws, Clearances and / or Good Industry Practice;

(iv) Undertake to achieve Time for Completion of Implementation not later than the

Implementation Period, provided that the Concessionaire shall not be in breach of the

terms and conditions of this Agreement, unless any non – fulfilment or the delay in

fulfilment of its obligation are caused by (i) the occurrence of an event of Force

Majeure or (ii)an event of default of the Authority;

(v) Be responsible for all liabilities arising out of design, construction, development,

furnishing, implementation, operation and maintenance of the Project. The

Concessionaire shall plan, organise and execute its duties, obligations and

responsibilities under this Agreement so that there is least disruption to the traffic

movement on adjoining roads and minimal inconvenience to the neighbouring

residents and pedestrians. The Authority and shall assist the Concessionaire in all

respects with reference to such duties, obligations and responsibilities, but the

provision of assistance or denial thereof shall not release the Concessionaire from its

obligations under this Agreement;

(vi) To be responsible for safety, soundness and durability of the Project, including other

services forming part thereof and their compliance with the Applicable Laws and

Clearances.

(vii) To ensure that no damage is caused to the existing roads, drainages, public utilities

etc. through any activities of the Concessionaire and / or any of its agents,

representatives, employees etc.;

(viii) To install full safety measures which aim at reduction in injuries, loss of human life

and damage to property resulting from accidents on account of the Project, the Site

and / or the Assets, irrespective of the person(s) at fault at the Site during the

Implementation Period and post the Implementation Period;

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(ix) The Project shall not obstruct traffic, pedestrian movement, and should not cause any

difficulties to smooth functioning and operability of the roads in the area;

(x) To ensure that the Project construction should not create unsecure public spaces in or

around it causing safety concerns to the adjoining areas, for any reason whatsoever;

(xi) To provide all assistance to the expert/ Independent Auditor/ arbitrator as appointed

under this Agreement, as may be required for the performance of their duties and

services in accordance with the terms and conditions of this Agreement and Applicable

Laws;

(xii) To duly supervise, monitor and control the activities of its sub –contractors/labourers,

employees, agents and employees under their respective Project Agreements as may

be necessary and subject to the written consent of the Authority;

(xiii) To effect and maintain, or cause to be effected and maintained, at its own expense,

insurance policies as may be required to be maintained by the Concessionaire, under

the terms and conditions of this Agreement, under Applicable Laws and/ or such

insurances that are necessary or desirable in accordance with Good Industry Practice;

(xiv) To take all reasonable precautions for the prevention of accidents on or about the

Project and make provision for all reasonable assistance and emergency first aid and

medical aid to accident victims in the Project, at all times;

(xv) To ensure the due completion of all duties, obligations and responsibilities of the

Concessionaire as per the duly approved Project Report;

(xvi) Labour: The Concessionaire shall make its own arrangements for the engagement of

all its staff and labour, local or otherwise, The Concessionaire shall be solely

responsible for the liability, cost, and responsibility for all the laws relating to labour

employed by Concessionaire and for their conditions under this Article. However, it is

being clarified here that the Concessionaire shall be under no obligation to recruit any

or part of the staff and labour from amongst persons in the service of the Authority;

(xvii) Shall be solely and primarily responsible to Authority for observance of all the

provisions of this Agreement on behalf of the Concessionaire, its employees and

representatives or any person acting under or for and on behalf of the Concessionaire

as fully as if they were the acts or defaults of the Concessionaire;

(xviii) Shall be liable for and shall indemnify, protect, defend and hold harmless Authority,

Authority’s officers, employees and agents from and against any and all demands,

claims, suits and causes of action and any and all liability, costs, expenses,

settlements and judgements arising out of the failure of the Concessionaire to

discharge its obligations under this Agreement and to comply with the provisions of

Applicable Laws and Clearances;

(xix) The Concessionaire shall acknowledge and recognise that time is of the essence of

this Agreement and that the performance of its obligations shall be construed

accordingly;

(xx) The Concessionaire shall comply with suggestion, corrections, quarries of audit and

inspection as per Article 19 of this Agreement;

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(xxi) The Concessionaire shall make reasonable efforts to maintain harmony and good

industrial relations among the personnel employed by it in connection with the

performance of its obligations under this Agreement;

(xxii) The Concessionaire shall ensure and procure that the Concessionaire and its agents,

representatives, personnel and labour shall comply with all Clearances and Applicable

Laws in the performance by them of any of the Concessionaire’s obligations under this

Agreement;

(xxiii) The Concessionaire shall not do or omit to do any act, deed or thing which may in any

manner be in violation of any of the provisions of this Agreement;

(xxiv) The Concessionaire shall ensure that the personnel engaged by it in the performance

of its obligations under this Agreement are at all times properly trained for their

respective functions;

(xxv) The Concessionaire should provide the copies of the Maintenance Manual in

accordance with Article 11 of the Agreement and shall comply with the comments and

/ or instructions of the Authority with regards to the Provisional Maintenance Manual

as provided by the Authority;

(xxvi) The Concessionaire shall have the obligation and the Authority shall have the right to

appoint an expert, at its sole discretion, at any time during the subsistence of this

Agreement for the purposes of inspection and monitoring of the Project, the Site and /

or the Assets. The expert, as appointed by the Authority, shall be responsible to

check, verify and authenticate the progress by the Concessionaire on the Project and

the performance of the duties, obligations and responsibilities of the Concessionaire

under this Agreement;

(xxvii) The Concessionaire shall have the obligation and the Authority shall have right to

conduct the inspection of the Project, the Site and / or the Assets, for the purpose of

audit, once in every period of 180 (one hundred and eighty) days from the

Compliance Date, in accordance with the requirements of Article 19 of this Agreement.

It is expressly agreed that the Concessionaire shall, at all times, be responsible and

liable for all its obligations under this Agreement notwithstanding anything contained

in the Project Agreements or any other agreement, and no default under any Project

Agreement or agreement shall excuse the Concessionaire from its obligations or

liability hereunder;

7.2 Minimum Equity Requirements

(i) The minimum shareholding of the Joint Venture (JV) Members (“Minimum Equity

Requirements”), in case of Joint Venture (JV),or Selected Bidder in the Equity of the

Concessionaire shall be as follows:

1. The Lead Member/Selected Bidder shall hold fifty – one (51%) percent Equity in the

Concessionaire till the expiry of two (2) years from the date of issuance of the

Implementation Completion Certificate; and,

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2. The Lead Member/Selected Bidder shall continuously hold at least, twenty – six

(26%) percent Equity of the Concessionaire for the entire Concession Period.

(ii) At no stage shall any change in the Equity of the Concessionaire be made by the Joint

Venture (JV) Members or by any of the Associates without obtaining prior written

approval from Authority. On an application made for the purpose, the Authority may

permit such change of Equity of the Concessionaire, provided that the Authority is

satisfied that the proposed changes shall be in the interest of the implementation of

the Project in future and would not be detrimental to any of the rights and / or

benefits of the Authority. For the avoidance of any doubt, it is hereby clarified that no

such change in the Equity of the Concessionaire shall be permitted by Authority which

would directly or indirectly result in non – compliance with the Minimum Equity

Requirements.

(iii) In case any such change in composition of Joint Venture (JV) Members has been

agreed upon, the modified Joint Venture (JV) Members would be required to submit a

revised Joint Venture Agreement to the Authority, prior to such change.

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ARTICLE 8:

GENERAL OBLIGATIONS IN RELATION TO THE PROJECT AGREEMENTS

8.1. The Concessionaire shall procure that each of the Project Agreements contains provisions

that entitle the Authority to step into such agreement, in its sole discretion, in substitution of

the Concessionaire in the event of termination or any Concessionaire Event of Default (the

“Covenant”). For the avoidance of doubt, it is expressly agreed that in the event the

Authority does not exercise such rights of substitution within a period not exceeding 90

(ninety) days from the Transfer Date, the Project Agreements shall be deemed to cease to

be in force and effect on the Transfer Date without any liability whatsoever on the Authority

and the Covenant shall expressly provide for such eventuality. The Concessionaire expressly

agrees to include the Covenant in all its Project Agreements and undertakes that it shall, in

respect of each of the Project Agreements, procure and deliver to the Authority an

acknowledgment and undertaking, in a form acceptable to the Authority, from the counter

party(s) of each of the Project Agreements, where under such counter party(s) shall

acknowledge and accept the Covenant and undertake to be bound by the same and not to

seek any relief or remedy whatsoever from the Authority in any event of termination or

Concessionaire Event of Default.

8.2. The Concessionaire shall submit to the Authority the drafts of all Project Agreements or any

amendments or replacements thereto for its review and comments, prior to the execution of

such Project Agreements and the Authority shall have the right but not the obligation to

undertake such review and provide its comments, if any, to the Concessionaire within 30

(thirty) days of the receipt of such drafts. The Concessionaire shall not enter into any Project

Agreements without obtaining the prior written consent of the Authority. No review and / or

observation of the Authority and / or its failure to review and / or convey its observations on

any document shall relieve the Concessionaire of its obligations and liabilities under this

Agreement in any manner nor shall the Authority be liable for the same in any manner

whatsoever. The Concessionaire shall procure and ensure that all Project Agreements shall

be subject to the terms and conditions of this Agreement and the term of such Project

Agreements shall be co – terminus with this Agreement. The Concessionaire shall procure

and ensure that with regards to such Project Agreements in the event of any breach of the

terms of this Agreement, Applicable Laws, Clearance and / or Good Industry Practice, the

Concessionaire shall have the right to terminate such Project Agreement, in accordance with

the instructions of the Authority, which shall be final and binding on the Concessionaire.

8.3. The Concessionaire shall obtain prior written consent of the Authority, for entering into any

Project Agreements with Third Parties and / or entering into any arrangement for sub –

lease, sub – license, assignment or in any manner create an Encumbrance on the Project,

the Site and / or the Assets in the prescribed form as mentioned in Schedule VIII of the

Agreement. The Concessionaire shall provide such information as may be requested by the

Authority in this regard including without limitation information relating to the Third Party,

the portion of the Project that is the subject matter of such Project Agreement and / or the

proposed use of the portion of the Project that is the subject matter of such Project

Agreement, within a period of 7 (seven) days from the date of such request by the

Authority. The consent to be provided by the Authority shall not be unreasonably withheld,

otherwise than for the reason that the use of such portion of the Project, the Site and / or

the Assets shall be made and / or potentially, in the opinion of the Authority, could be made

for any restricted activities and / or in violation of the terms and conditions of this

Agreement and / or in violation of Applicable Laws. The decision of the Authority is final and

binding on the Concessionaire.

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ARTICLE 9:

FORMATION AND MEETINGS OF THE COMMITTEE

9.1. Formation and Meetings of the Committee

(i) A committee shall be formed for taking decisions on certain matters relating to the

Project. The committee shall be constituted as follows:

A Chief Engineer, P.W. Region, Pune Chairman

B Superintending Engineer, P.W. Circle, Kolhapur Member

C Dy. Chief Architect, P. W. Region, Pune Member

D Executive Engineer, P.W. (South) Division,

Kolhapur.

Member

E Dy. Engineer, P.W. Sub Division, Ajara Member, Secretary

F Other technical expert or financial expert as required. Member

G Duly authorized representative of the Concessionaire Member

(ii) The Committee shall at all times comprise of seven (7) members, out of which, the

Concessionaire shall be entitled to appoint one (1) member and, the Authority shall be

entitled to appoint six (6) members, as set out in this Article of this Agreement. Each

Party shall be entitled to remove and / or replace its representative member on the

Committee which has been appointed by such Party including the representative

members as set out above in the table. The Chief Engineer, Public Works Region

Pune shall act as the chairman of the Committee.

(iii) The Committee shall have the functions as set out under this Article of the Agreement

including of deliberation, analysis, consideration and making recommendations in

relation to the said matters. In this regard, the Committee shall primarily rely on

information and documents provided by the Concessionaire. The recommendations of

the Committee shall be final and binding on the Concessionaire.

(iv) Each of the Parties shall provide all necessary support and co – operation, as may be

required by the Committee, to carry out its functions. Each Party shall take all

practicable steps and shall do all such other acts, deeds and things as may be

necessary or desirable including, without limitation, obtaining internal and external

approvals and authorisations, to ensure that the recommendations of the Committee

are complied with and implemented in a timely manner. The Concessionaire shall

ensure and direct its representative directors on the Board of the Concessionaire to

act in the manner to ensure implementation of the recommendations of the

Committee. The meetings of the Committee shall be convened and held as may be

required.

(v) A meeting of the Committee can be convened by any member by giving a written

notice of fourteen (14) days to each of the members of the Committee. Each notice of

meeting shall specify the time, date and venue of the meeting and be accompanied by

an agenda setting out, in reasonable detail, the items of business proposed to be

transacted thereat together with necessary background and other information and any

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relevant papers. A notice of meeting may be sent by hard copy courier, fax or email

PDF.

(vi) Participation in the proceedings of the Committee may be by either of the following

methods: (i) physical presence; (ii) telephonic participation; (iii) video or web

conferencing. No meeting of the Committee shall be held unless at least two (2)

representative members of the Authority and at least one (1) representative member

of the Concessionaire are present.

(vii) The decisions of the Committee including for instructions, comments and / or

recommendations to the Concessionaire, shall be taken by simple majority of its

members present and voting, provided that no decision shall be taken without

approval of two (2) representative members of the Authority.

(viii) The proceedings and minutes of a validly held meeting of the Committee shall be

recorded in writing and circulated to each Party with initials of the Chairman.

(ix) This Committee shall deliberate and take decisions on the following matters:

1. The audit and inspection as per Article 19 of this Agreement.

2. Finalisation of the Total Project Cost for the purpose of certificate to be issued by

Authority as per Schedule – VI of this Agreement.

3. Any other matter and / or item which may be decided to be delegated to the

Committee, from time to time, by the Authority.

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ARTICLE 10:

COMPLETION OF IMPLEMENTATION

10.1. Issuance of the Implementation Completion Certificate

(i) The duties, obligations and responsibilities of the Concessionaire during the

Implementation Period under this Agreement shall not be considered to be completed

until the Implementation Completion Certificate, stating that the Concessionaire has

completed its duties, obligations and responsibilities during the Implementation Period

as laid down under this Agreement, has been signed and delivered by the Authority.

(ii) The Concessionaire shall submit all reports, documents, memoranda and information,

as may be requested by the Authority, so as to sufficiently enable the Authority to

provide the Implementation Completion Certificate. The Implementation Completion

Certificate may be given by the Authority within20 (twenty)days after the completion

of all the following steps, to the satisfaction of the Authority:

1. The Concessionaire has provided the Project Report and the Project Report has

been approved by the Authority;

2. The Concessionaire has provided a detailed inventory of the Assets brought in by

the Concessionaire during the Implementation Period;

3. The Concessionaire has completed and tested the safety, durability and

operability of all the works as required to be completed by the Concessionaire, as

per Applicable Laws with due Clearances from Competent Authorities, as specified by

the Authority , external expert appointed by the Authority; and,

4. The Concessionaire has duly completed its duties, responsibilities and obligations as

required to be completed by the Concessionaire, during the Implementation Period,

to the satisfaction of the Authority including without limitation the performance of

the duties, obligations and responsibilities of the Concessionaire under Article 7

of this Agreement to the satisfaction of the Authority.

(iii) In pursuance to the issue of the Implementation Completion Certificate, the

Concessionaire shall comply with all its duties, responsibilities and obligations, under

the provisions of the Agreement, under the Clearances, under Applicable Law and as

per Good Industry Practice, as required to be met before and after the issuance of the

Implementation Completion Certificate. Notwithstanding anything to the contrary, as

stated under this Agreement, the decision of the Authority whether or not to issue the

Implementation Completion Certificate shall be final and binding on the

Concessionaire.

(iv) The Implementation Completion Certificate shall be given in format specified in

Schedule –VI of this Agreement.

10.2. Implementation Completion Certificate not a Cessation of Liability

The issuance of the Implementation Completion Certificate under this Article shall not in

anyway :

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(i) Alter, vary and / or revise the duties, liabilities, obligations and responsibilities of the

Concessionaire, without the prior written consent of the Authority;

(ii) Constitute as a waiver of unfulfilled duties, obligations and responsibilities of the

Concessionaire, without the prior written consent of the Authority;

(iii) Bar remedy and rectification of defects and deficiencies in quality and / or

performance; and,

(iv) Constitute an acceptance of the performance of the obligations, duties and

responsibilities of the Concessionaire, by the Authority.

10.3. Provisional Implementation Completion Certificate

(i) The Authority may at its sole discretion, issue a provisional Implementation

Completion Certificate (“Provisional Implementation Completion Certificate”) to

the Concessionaire, in the form and format as set out in Schedule – XI of this

Agreement, and submit an inspection report (the “Punch List”) for the Project, the

Site and / or the Assets specifying the defects and deficiencies that shall be rectified

by the Concessionaire and the time period within which such items shall be rectified,

in conformity with the terms and conditions of the Agreement, the Specifications,

Applicable Laws, Clearances and Good Industry Practice. Notwithstanding anything to

the contrary, as stated under this Agreement, the Concessionaire shall, no later than

45 (forty - five) days from the date of issuance of the Provisional Implementation

Completion Certificate, rectify each item in the Punch List and notify the Authority of

the same. The Authority may, in its discretion, inspect the Project, the Assets and / or

the Site and in the event that any defect or deficiency specified in the Punch List shall

have remained without rectification thereof, the Concessionaire shall pay to the

Authority as liquidated damages, 2% (two per cent) of the Performance Security for

each day of delay until all items of the Punch List are rectified.

(ii) The Authority shall also have the right at any time, after the issuance of a Provisional

Implementation Completion Certificate, to revoke such Provisional Implementation

Completion Certificate unilaterally, if the Concessionaire fails to rectify all defects and /

or deficiencies in the Project, the Site and / or the Assets to its satisfaction and / or

fails to remedy all items listed in the Punch List within such period as provided under

this Article of this Agreement. The Provisional Implementation Completion Certificate

shall be deemed to have lapsed on and from the date of such revocation by notice, in

writing, by the Authority and the Concessionaire shall immediately, cease and desist

from carrying on any activities in relation to the Project, which can be carried out, only

during the Operations and Maintenance Period. In the event, that the Concessionaire

does not cease and desist from carrying on such activities, in a timely manner, the

Concessionaire shall be liable to pay to the Authority as liquidated damages, 2% (two

percent) of the Performance Security for each day of delay till the date of compliance

to the satisfaction of the Authority and such non – compliance shall amount to a

Concessionaire Event of Default. The decisions of the Authority, under this Article of

the Agreement, shall be final and binding on the Concessionaire.

(iii) The issuance of the Implementation Completion Certificate and / or the Provisional

Implementation Certificate shall be a milestone for the commencement of the

Operations and Maintenance Period of the Project. For the avoidance of any doubt, it

is hereby clarified that in the event, that the Concessionaire fails to comply with its

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duties, obligations and responsibilities, under this Article of the Agreement, after the

issuance of the Provisional Implementation Certificate, the Operations and

Maintenance Period for the Project shall immediately come to a standstill and shall

cease to be in force and effect, from the date of revocation of the Provisional

Implementation Certificate by the Authority and the Concessionaire shall have the

obligation to immediately cease and desist from carrying on any activities in relation to

the Project, which can be carried out, only during the Operations and Maintenance

Period.

10.4. General Obligations regarding rectification

If the Concessionaire is obliged to carryout adjustments, repairs, replacements or modifications

after the issuance of the Implementation Completion Certificate in order to fulfil its duties,

obligations and responsibilities under this Agreement, at his own cost and expense, the

Authority shall permit the Concessionaire to carryout all such adjustments, repairs,

replacements, rectifications and / or modifications as may be necessary. If the adjustment,

repair, replacement or modification cannot be made without stopping the normal operation of

the Project during the Operations and Maintenance Period, then such request shall only be

granted if the Concessionaire's request is reasonable under all the circumstances, having regard

to the Authority’s obligations to keep the operation of the Project open during all hours of the

day. The decision of the Authority shall be final and binding on the Concessionaire.

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ARTICLE 11:

OPERATIONS AND MAINTENANCE PERIOD

11.1. Commencement and Duration of the Operations and Maintenance Period

The Operations and Maintenance Period of the Project shall commence from the date of

issuance of Implementation Completion Certificate and terminate at the end of the

Concession Period.

11.2. Obligations of the Concessionaire during the Operations and Maintenance Period

(i) The Concessionaire shall during the Operations and Maintenance Period, be

responsible for the operation of the Jan Suvidha Kendra and the Project including

without limitation the regular maintenance, operation and cleaning of the Project, the

Site and / or the Assets and its surrounding areas, functioning of all user amenities,

provisions of dedicated personnel, maintenance, supervision and availability of basic

infrastructure requirements such as electricity, proper drainage, sewage, waste

removal, in accordance with the requirements of this Agreement, Applicable Laws,

Clearances and Good Industry Practice.

(ii) The Concessionaire shall prepare a repair and maintenance manual (the “Maintenance

Manual”) for the predictive, preventive and curative maintenance of Project and / or the

Assets in conformity with Good Industry Practice. The Concessionaire shall provide five (5)

copies of a provisional maintenance manual (the “Provisional Maintenance Manual”)

to the Authority no later than the sixty (60) days prior to the Time for Completion of

Implementation. The Authority may review the Provisional Maintenance Manual and

convey its comments to the Concessionaire within a period of 30 (thirty) days from the

date of receipt thereof. The comments and / or the instructions shall be binding on the

Concessionaire and shall be compulsorily complied with. The Concessionaire shall revise

the Provisional Maintenance Manual, as may be necessary, and provide five (5) copies of

the Maintenance Manual no later than the fifteen (15) days from the Implementation

Completion Certificate. The Maintenance Manual shall be revised and updated once every

3 (three) years and the provisions of this Article shall apply, mutatis mutandis, to such

revision. For the avoidance of doubt, the Parties expressly agree that until the

Maintenance Manual is provided hereunder, the Provisional Maintenance Manual shall

apply. Copies of maintenance manual shall be supplied in hard and soft form.

(iii) In the event the Concessionaire does not maintain and / or repair the Project and / or the

Site in conformity with the provisions of this Agreement and the Maintenance Manual,

and fails to commence remedial works within 15 (fifteen) days of receipt of a notice in this

regard from the Authority, the Authority shall, without prejudice to its rights under this

Agreement including termination thereof, be entitled to undertake such remedial measures

at the risk and cost of the Concessionaire, and to recover its cost from the Concessionaire.

In addition to recovery of the aforesaid cost, a sum equal to 20% (twenty per cent) of

such cost as liquidated damages shall be paid by the Concessionaire to the Authority

which shall be genuine pre – estimate of the loss caused to the Authority.

(iv) If in the reasonable opinion of the Authority, the Concessionaire is in breach of its

obligations under this Agreement relating to its maintenance obligations, and such breach

is causing or is likely to cause hardship to the Authority, the Authority may, without

prejudice to any of its rights under this Agreement including termination thereof, by

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notice, require the Concessionaire to take reasonable measures immediately for rectifying

or removing such hardship or unsafe condition, as the case may be.

(v) During the Operations and Maintenance Period, the Concessionaire shall, no later than 5

(seven) days after the end of each month, furnish to the Authority a monthly report

stating in reasonable details the frequency of the maintenance services performed by the

Concessionaire and the defects and deficiencies that required rectification. The report shall

also include the maintenance obligations as set out in this Article and the Maintenance

Manual. The Concessionaire shall promptly give such other relevant information as may be

required by the Authority.

(vi) The Authority shall be entitled to inspect the Project and / or the Site, as the case may be,

for evaluating the compliance with the maintenance obligations as set out in this Article. It

shall make a report of such inspection (the “Maintenance Inspection Report”) stating

in reasonable detail the defects or deficiencies, if any, with particular reference to such

maintenance obligations and notify the Concessionaire of the same for taking adequate

remedial measures in compliance with the comments and / or instructions of the

Authority. The Concessionaire shall repair or rectify the defects or deficiencies, if any, set

forth in the Maintenance Inspection Report and furnish a report in respect thereof to the

Authority within 5 (five) days of receiving the Maintenance Inspection Report.

(vii) The duties, responsibilities and obligations of the Concessionaire more specifically

includes without limitation, the following:

1. The Concessionaire shall be responsible, at his own cost and expense, for all

the maintenance and repairs of the Jan Suvidha Kendra, the Project, the Site

and the Assets. The Concessionaire shall also carryout rectification of any

defects and / or deficiencies in the Jan Suvidha Kendra, the Project, the Site

and / or the Assets during the Operations and Maintenance Period.

2. Water supply: The Concessionaire shall ensure availability at all times of

adequate water for drinking purposes, general cleanliness of the Jan Suvidha

Kendra, the Project, the Site and the Assets for its Users. The supply shall be

arranged by Concessionaire. Laying of water line/ connection/ payment of

usage charges shall be the responsibility of the Concessionaire. The

Concessionaire shall install a water purifier including RO unit at the drinking

point location. The facilities for dispensation of clean drinking water shall be

regularly maintained and cleaned during the Operations and Maintenance

Period, at the sole cost and expense of the Authority.

3. Electricity supply: The Concessionaire shall ensure adequate electricity supply

for proper lighting facilities inside the Jan Suvidha Kendra and the Project, in

accordance with Good Industry Practice. The supply shall be arranged and paid

for by the Concessionaire. Laying of electric cables/ connection/ payment of

usage charges shall be the responsibility of the Concessionaire.

4. Sewage connections: The Concessionaire shall arrange the sewage

connection for Jan Suvidha Kendra and the Project and lay the line at his own

cost for sewage connection.

5. Landscaping: The Concessionaire shall put plants in and around each Jan

Suvidha Kendra and the Project where space is available as per the approval of

the Authority and maintain the same in good condition at all times.

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6. Cleaning of Jan Suvidha Kendra and Information Panels: The

Concessionaire shall ensure maintenance and cleaning of the Jan Suvidha

Kendra, the Project, the Site and the Assets and the information panels and / or

displays on the Site, as per the cleaning schedule provided in the Schedule A.

Dedicated cleaning staff shall be provided by the Concessionaire for the Project.

The Concessionaire will ensure that quick and timely cleaning is carried out by

the attendants of the toilet after each use. The Concessionaire shall ensure that

the toilet is properly cleaned regularly and maintained at all times, in hygienic

conditions. The consumables and other articles required for cleaning and

operation of toilets shall be procured at the sole cost and expense of the

Concessionaire.

7. Waste Disposal: The Concessionaire shall install litterbins, dustbins and other

waste disposal mechanisms as specified near the Jan Suvidha Kendra and the

Project and disposal of the collected waste, on a timely basis, shall be the

responsibility of the Concessionaire. The solid waste (including menstrual

waste) collected in the toilets or within areas around the Jan Suvidha Kendra

and the Project shall be regularly removed and disposed in proper manner as

per requirements of the Agreement and Good Industry Practice.

8. The Concessionaire shall install bio degradation units for disposal of waste from

the Jan Suvidha Kendra and the Project.

9. Safety and Security: The duty, obligation and responsibility to maintain the

safety and security of the Jan Suvidha Kendra and the Project rests with the

Concessionaire. The Concessionaire shall ensure maintenance of lighting

arrangements to ensure proper illumination of the Jan Suvidha Kendra including

without limitation all the toilet areas as well as various signboards and display

boards. The Concessionaire shall deploy adequate and well – trained staff and

personnel so that minimum one (1) personnel is available during operational

hours for each toilet who shall be responsible for security and safety of toilet,

maintenance of basic sanitary condition inside and around the toilet, regular

removal of waste, maintenance of suggestion booklet, reporting of problems, if

any, clearing of choking (if any) etc. It is suggested that a female attendant is

available during the working hours so as to look after the female section of Jan

Suvidha Kendra and the Project. The staff and the personnel deployed by the

Concessionaire shall be in proper uniform and should be adequately trained by

the Concessionaire regarding his duties as well as for dealing with the Users.

10. Maintenance: It will include routine and periodic maintenance works in the

Jan Suvidha Kendra and the Project but shall not be limited to the following:

civil, electrical and mechanical works for the Jan Suvidha Kendra and the

Project, equipment maintenance and servicing. Any unserviceable fittings or

fixtures shall be replaced by the Concessionaire within 24 hours.

11. Complaints Register: The Concessionaire shall keep a register (the

“Complaint Register”) in the Project for recording of complaints by Users.

The Complaint Register shall be securely bound and each page thereof shall be

duly numbered. It shall have appropriate columns including the complaint

number, date, substance of the complaint and the action taken by the

Concessionaire. The Concessionaire shall inspect the Complaint Register before

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undertaking any maintenance, as the case may be, and take prompt and

reasonable action for redressal of each complaint. The action taken shall be

briefly recorded by the Concessionaire in the Complaint Register. No later than

2 (two) days from the end of each week, the Concessionaire shall send to the

Authority a true photocopy each or a soft copy thereof, as the case may be, of

all the pages of the Complaint Register on which any entry has been recorded

during the course of the preceding week, and upon perusal thereof, the

Authority may, in its discretion, advise the Company to take such further action

as the Authority may deem appropriate. The Concessionaire shall consider such

advice and inform the Authority of the remedial action taken by the

Concessionaire. If in the opinion of the Authority, the Concessionaire has failed

to rectify the defects and / or deficiencies and / or address the grievances of

the Users as set out in the Complaints Register in a satisfactory manner, at any

time, the Authority may deliver a notice in writing to the Concessionaire

requiring it to immediately rectify such defect and / or address such grievances

in accordance with the instructions of the Authority. If the Concessionaire fails

to rectify the defects and / or deficiencies and / or address the grievances of

the Users, then the Authority shall be entitled, in its sole discretion, to take over

the operations of the Project, the Site and the Assets and all the rights and

obligations of the Concessionaire with respect to the Project, the Site and the

Assets to the extent permitted under the Project Agreements, in substitution of

the Concessionaire and that the Concessionaire shall facilitate the same to the

extent permissible under the Project Agreements and Applicable Law. The

Concessionaire undertakes to be bound by the same and not to seek any relief

and / or remedy whatsoever from the Authority upon the exercise of the

aforesaid right by the Authority.

12. Recycling facility: The Concessionaire shall ensure the proper working and

maintenance of water/ solid waste recycling facility so that it is operational at all

times.

13. Display of Information: The Project shall clearly and legibly display all

information relating to the facilities at the Project and the Commercial Charges

that may be charged from Users, at a part of the Project, which can be

accessed by all Users without inconvenience in accordance with Applicable

Laws. The Concessionaire hereby agrees that all applicable Commercial Charges

that are to be levied, shall be duly displayed at all times at the Project and the

Concessionaire shall not charge and / or levy any Commercial Charges, that are

not duly displayed in accordance with the requirements of this Agreement. The

display shall be properly and regularly maintained to ensure clear visibility and

proper aesthetics. The Concessionaire shall also have the duty, obligation and

responsibility to display such information as may be prescribed by the Authority

from time to time. In case of any damage to the display and / or

misrepresentation of the information as displayed therein, the Concessionaire

shall immediately repair, replace and / or rectify it.

14. Servicing of equipment and installations: The Concessionaire shall have

the duty, obligation and responsibility to maintain the installations, equipment

and Assets including without limitation the fire – fighting equipment, inverters,

water recycling plant, RO water purifier, vending machines, etc. installed in the

Project and shall regularly service the installations, equipment and Assets so as

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to maintain them in accordance with the Specifications and Good Industry

Practice at all times during the subsistence of the Agreement.

15. Operational hours: All toilets shall be kept open and operational for all 24

hours of each day except in the event of occurrence of Force Majeure in

accordance with the terms of this Agreement.

16. Concessionaire to keep the Project clean: The Concessionaire shall take all

necessary care to keep the premises of the Jan Suvidha Kendra and the Project,

in a neat and clean and in sanitary conditions including without limitation timely

and proper cleaning of all splashes and droppings from white washing, colour

washing, painting etc., on walls, floor, windows, etc. and the surface, consistent

with the environment and cleanliness of a world – class facility and in

accordance with Good Industry Practice.

17. Special maintenance of the Project: The Concessionaire shall maintain the

Project and the Site, once every three years which includes external and

internal painting, repairs to damaged doors, windows, repairs to fabrications,

leakages and other incidental things as reported by the Authority.

18. Labour: The Concessionaire shall employ employees, personnel, staff, and

labour only after proper police verification is obtained from concerned police

authority. The Concessionaire shall comply with all Applicable Law, Clearances

and Good Industry Practice in this regard.

19. CCTV: The Concessionaire shall compulsorily install enough CCTV cameras at

the project and give access for online surveillance to authority.

20. First aid: There must be at least 1 first aid kit at the project which shall be

compulsorily kept in good conditions with all necessary medicines.

21. No – Objection Certificate from Fire Department: The Concessionaire

must comply with guidelines and norms related to fire safety and shall obtain

take a no objection certificate along with permission from fire department.

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ARTICLE 12:

AGREEMENT COMPLETION CERTIFICATE

12.1 On the Transfer Date, the Authority shall issue the Agreement Completion Certificate, which

shall conclude the Concessionaire's liability under this Agreement. This certificate shall be

issued after the Concessionaire submits to Authority, a request for issue of such certificate.

There quest of the Concessionaire to the Authority shall include a detailed survey of the

Project, the Site and the Assets. The Concessionaire shall prepare a detailed inventory of the

Assets (including all movable and immovable assets, whether provided by the Authority or

brought in by the Concessionaire) present within the Jan Suvidha Kendra. The detailed

inventory shall be submitted to the Authority along with the request for grant of the Agreement

Completion Date.

12.2 The Performance Security furnished by the Concessionaire shall be released only after

expiry of 30 (thirty) days from date of the issuance of the Agreement Completion

Certificate.

12.3 The format for issuance of the Agreement Completion Certificate is attached as Schedule

– IX of this Agreement.

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ARTICLE 13:

REPRESENTATIONS AND WARRANTIES

13.1. Representations and Warranties of the Authority

The Authority represents and warrants to the Concessionaire that:

(i) The Authority has full power and authority to execute, deliver and perform its obligations

under this Agreement and to carry out the transactions contemplated hereby;

(ii) The Authority shall take all necessary action in accordance with Applicable Laws to

authorize the execution, delivery and performance of this Agreement;

(iii) This Agreement constitutes a legal, valid and binding obligation enforceable against the

Authority in accordance with the terms hereof;

(iv) The Authority is subject to civil and commercial laws of India with respect to this

Concession and it hereby expressly and irrevocably waives any sovereign immunity in any

jurisdiction in regard to matters set forth in this Agreement; and,

(v) The Authority has the financial standing and capacity to perform its obligations under the

Agreement

13.2. Representations and Warranties of the Concessionaire

The Concessionaire represents and warrants to the Authority that:

(i) It is duly organised, validly existing and in good standing under the laws of the jurisdiction

of its incorporation;

(ii) It has full power and authority to execute, deliver and perform its obligations under this

Agreement and to carry out the transactions contemplated hereby;

(iii) It has taken all necessary corporate and other actions under Applicable Laws and its

constitutional documents, including its memorandum of association and articles of

association, to authorise the execution, delivery and performance of this Agreement;

(iv) It has the financial standing and capacity to undertake the Project;

(v) This Agreement constitutes its legal, valid and binding obligation enforceable against it in

accordance with the terms hereof;

(vi) It is subject to civil and commercial laws of India with respect to this Agreement and it

hereby expressly and irrevocably waives any immunity in any jurisdiction in respect

thereof;

(vii) All the information furnished in the Concessionaire’s bid is, and shall be, true and correct

as on the Proposal Acceptance Date and throughout the Concession Period/ subsistence of

the Agreement and the Balance Sheet and Profit and Loss Account of the Concessionaire

for each of the Financial Years after the Proposal Acceptance Date furnished to the

Authority shall give true and fair view of the affairs of the Concessionaire. If in case any

false or misleading information, as furnished by the Concessionaire (as a bidder) in its bid,

is found at a later stage after the signing of the Agreement, it shall entitle Authority to

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terminate the Agreement between the Parties. The costs and risks for such termination

shall be entirely borne by the Concessionaire;

(viii) It shall furnish a copy of the audited accounts of the Concessionaire within 60 (sixty) days

of the close of each Financial Year after the Proposal Acceptance Date and any material

change subsequent to the date of such accounts shall be notified to the Authority by the

Concessionaire within 15 (fifteen) days of its occurrence and warrants that the accounts

and the information furnished as aforesaid shall be true and correct;

(ix) The execution, delivery and performance of this Agreement will not conflict with, result in

the breach of, constitute a default under or accelerate performance required by any of the

terms of the Concessionaire’s Memorandum of Association and Articles of Association or

any Applicable Laws or any covenant, agreement, understanding, decree or order to which

it is a party or by which it or any of its properties or assets is bound or affected;

(x) The Concessionaire has no knowledge of any violation or default with respect to any

order, writ, injunction or any decree of any court or any legally binding order of any

Competent Authority which may result in any Material Adverse Effect or impairment of the

Concessionaire’s ability to perform its obligations and duties under this Agreement;

(xi) The Concessionaire has complied with all Applicable Laws and has not been subject to any

fines, penalties, injunctive relief or any other civil or criminal liabilities which in the

aggregate have or may have Material Adverse Effect on its financial condition or its ability

to perform its obligations and duties under this Agreement;

(xii) The aggregate equity share holding of the Joint Venture (JV) Members and their

Associates (in case of a Joint Venture (JV)) or equity share holding of the Associates (in

case of individual bidder) in the Equity of the Concessionaire are in accordance with the

Minimum Equity Requirements as stipulated under Article 7 of this Agreement;

(xiii) Each Joint Venture (JV) Member was and is duly organised and existing under the laws of

the jurisdiction of its incorporation and has full power and authority to consent to and has

consented to the Concessionaire entering into this Agreement and has agreed to and

unconditionally accepted the terms and conditions set forth in this Agreement;

(xiv) All rights and interests of the Concessionaire in the Project shall pass to and vest in the

Authority on the Transfer Date free and clear of all liens, claims, and encumbrances

without any further act or deed on the part of the Concessionaire or the Authority and that

none of Assets including materials, supplies or equipment forming part thereof shall be

acquired by the Concessionaire subject to any agreement under which a security interest

or other lien or Encumbrance is retained by any person save and except as expressly

provided in this Agreement;

(xv) No representation or warranty by the Concessionaire contained herein or in any other

document furnished by it to the Authority, or to any Competent Authority in relation to

Clearances contains or will contain any untrue statement of material fact or omits or will

omit to state a material fact necessary to make such representation or warranty not

misleading; and,

(xvi) The Concessionaire warrants that no sums, in cash or kind, have been paid or will be paid

by or on behalf of the Concessionaire, to any person by way of commission or otherwise

for securing the award of the Project or entering into of this Agreement or for influencing

or attempting to influence any officer or employee of the Authority.

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13.3. Obligation to Notify Change

(i) In the event that any of the representations or warranties made/ given by the

Concessionaire ceases to be true or stands changed, it shall promptly notify Authority of

the same.

(ii) Such notification shall not have the effect of remedying any breach of the representation

or warranty that has been found to be untrue or incorrect nor shall it adversely affect or

waive any obligation of the Authority under this Agreement.

(iii) The Concessionaire acknowledges that prior to the execution of this Agreement, the

Concessionaire has, after a complete and careful examination, made an independent

evaluation of the RFP including any addenda and / or corrigenda thereof, the Agreement,

Specifications, Site, existing structures, local conditions, physical qualities of ground,

subsoil and geology and all information provided by the Authority or obtained procured or

gathered otherwise, and has determined to its satisfaction the accuracy or otherwise

thereof and the nature and extent of difficulties, risks and hazards as are likely to arise or

may be faced by it in the course of performance of its obligations hereunder. The

Authority makes no representation whatsoever, express, implicit or otherwise, regarding

the accuracy, adequacy, correctness, reliability and / or completeness of any assessment,

assumption, statement or information provided by it and the Concessionaire confirms that

it shall have no claim whatsoever against the Authority in this regard.

(iv) The Concessionaire acknowledges and hereby accepts the risk of inadequacy, mistake or

error in or relating to any of the matters set forth in the Article hereinabove and hereby

acknowledges and agrees that the Authority shall not be liable for the same in any manner

whatsoever to the Concessionaire, the Selected Bidder and its Associates or any person

claiming through or under any of them.

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ARTICLE 14:

VARIATIONS AND CHANGE OF SCOPE

14.1. Variations and adjustments

(i) The Concession Period shall not be adjusted for changes in the cost of labour,

materials or other matters. The Concession Period shall only be adjusted as expressly

and explicitly stated in the Articles to this Agreement and there shall be no other

implied adjustments for any other reasons whatsoever.

(ii) Subject to the Change in Law, the Concessionaire shall be liable to pay all applicable

Taxes, duties, levies, as per the Applicable Laws.

(iii) If the Concessionaire suffers (or will suffer) delays or incurs (or will incur) additional

costs or loss in revenue resulting from such Changes in Law, made after the Proposal

Acceptance Date, the Concessionaire shall give notice to the Authority. After receipt of

such notice, the Authority shall proceed in accordance with Article 13 of this

Agreement to agree or determine any adjustment to the Concession Period to which

the Concessionaire is entitled, and shall notify the Concessionaire accordingly. The

Concession Period shall be adjusted taking in to account any increase or decrease in

the costs resulting from Changes in Law specifically in relation to the Project, made

after the Proposal Acceptance Date.

(iv) The guidingprincipleintheoperationofthisArticleshallbesoastoplacethe Concessionaire in

subsequently the same legal, commercial and financial position as it was prior to such

Change in Law. The decision of the Authority shall be final and binding on the

Concessionaire.

14.2. Change of Scope

(i) The Authority may, notwithstanding anything to the contrary contained in this Agreement,

require the provision of additional works and services with regards to the Project and / or

the Site, which are not included in the scope of the Agreement as contemplated by this

Agreement (“Change of Scope”). Any such Change of Scope shall be made in accordance

with the provisions of this Article and the costs thereof shall be expended by the

Concessionaire which shall be compensated by adjustment to the Concession Period in

accordance with this Article.

(ii) In the event of the Authority determining that a Change of Scope is necessary, it shall issue

to the Concessionaire, a notice specifying in reasonable detail the works and services

contemplated there under (the “Change of Scope Order”), any instructions to the

Concessionaire for the execution of such works and services and the manner of execution of

such works and services.

(iii) Upon receipt of a Change of Scope Order, the Concessionaire shall, with due diligence,

comply with the instructions of the Authority and carry out such works and services,

promptly, in accordance with such Change of Scope Order. For the avoidance of doubt, it is

hereby clarified that a breach of the requirements of the Change of Scope Order, shall

amount to a breach of the duties, responsibilities and obligations of the Concessionaire

under the terms and conditions of this Agreement.

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(iv) On due performance of the duties, obligations and responsibilities of the Concessionaire, in

accordance with the Change of Scope Order, to the satisfaction of the Authority, the

Concessionaire may request the Authority to adjust the Concession Period accordingly and

provide sufficient information for such adjustment, upon which the Concession Period may

be adjusted at the option of the Authority. For the avoidance of any doubt, it is hereby

clarified that that such adjustment in accordance with this Article shall not be an obligation

on the Authority but an option with the Authority.

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ARTICLE 15:

TERMINATION FOR EVENTS OF DEFAULT AND SUSPENSION

15.1 Termination for Concessionaire Event of Default

15.1.1 For the purposes of this Article, “Cure Period” means the period specified in this Agreement for

curing any breach or default of any provision of this Agreement by the Concessionaire and shall:

(i) commence from the date of issuance of a notice by the Authority to the Concessionaire

asking the latter to cure the breach or default specified in such notice;

(ii) not relieve the Concessionaire from liability to pay damages or compensation under the

provisions of this Agreement; and,

(iii) not in any way be extended by any period of suspension under this Agreement.

15.1.2 Each of the following events or circumstances, to the extent not caused by a default of the

Authority or Force Majeure, and if not cured with in the Cure Period as may be specified

hereunder (the “Default Notice”) from the Authority, shall be considered for the purpose of

this Agreement as Events of Default of the Concessionaire (“Concessionaire Events of

Default”):

(i) The Concessionaire is in breach of its obligations under this Agreement, which has a Material

Adverse Effect upon the Authority or the Project and such event is not cured within a period

of ten (10) days from the date of occurrence of such event.

(ii) The Concessionaire is in breach of any representation or warranty made under this

Agreement or it repudiates this Agreement and such event is not cured within a period of

ten (10) days from the date of occurrence of such event;

(iii) The Concessionaire fails to meet the progressive milestones as provided for in this

Agreement;

(iv) The Concessionaire abandons the Project or any of its material obligations as provided under

this Agreement;

(v) The Concessionaire fails to maintain Performance Security under Article 5.2 or any

replenishment or furnishing of fresh Performance Security in the event of partial

appropriation by the Authority;

(vi) The Concessionaire does not comply with its Minimum Equity Requirements under Article 7.2

of this Agreement;

(vii) Any transfer pursuant to law of either (a) the rights and/or obligations of the Concessionaire

under this Agreements and/ or (b) all or material part of the Assets or undertaking of the

Concessionaire; except (i) to the extent permitted by this Agreement or (ii) where any such

transfer, in the reasonable opinion of the Authority, does not affect the ability of the

Concessionaire to perform its obligations under this Agreement;

(viii) In the event a resolution is passed by the shareholders of the Concessionaire for the

voluntary winding up of the Concessionaire;

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(ix) The Concessionaire is adjudged bankrupt or insolvent or if a trustee or receiver is appointed

for the Concessionaire or for any of its property that has a material bearing on the Project;

(x) Any petition for winding up of the Concessionaire is admitted by a court of competent

jurisdiction or the Concessionaire is ordered to be wound up by court, except if such petition

is for the purpose of amalgamation or reconstruction, provided that as part of such

amalgamation and reconstruction, the property, assets and undertaking of the

Concessionaire are transferred to the amalgamated or reconstructed entity and that the

amalgamated or reconstructed entity has unconditionally assumed the obligations of the

Concessionaire under this Agreement and Project Agreements, and provided that:

1. The amalgamated entity or reconstructed entity has the technical and financial

capabilities and the operating experience necessary for the performance of its

obligations under the this Agreement and Project Agreements;

2. The amalgamate identity or resulting entity has the financial standing toper form

its obligations under this Agreement and Project Agreements and has a net

worth at least as that good as that of the Concessionaire as on the Compliance

Date; and,

3. The Project Agreements remain in full force and effect;

(xi) The Concessionaire assigns this Agreement or any of its rights or obligations under the

Agreement, where such assignment is not in accordance with the terms and conditions of

the Agreement;

(xii) In the event of failure of Concessionaire to score minimum seventy – five (75%) percent or

more than seventy – five (75%) percent points for any three times of audit inspection by the

Authority in accordance with Article 19 of this Agreement;

(xiii) The Concessionaire has employed any staff/labour/employee for whom a proper police

verification has not be done or any staff/labour/employee not permitted under the terms

and conditions of this Agreement and such event is not cured within a period of fifteen (15)

days from the date of occurrence of such event;

(xiv) The Concessionaire has created any charge, lien, interest and / or Encumbrance on the

Project, the Site and / or the Assets to any financial institution/ bank and / or any Person,

with or without knowledge of the Authority;

(xv) The Concessionaire has not performed any of its duties, responsibilities and obligations

under this Agreement, Clearances, Applicable Laws and Good Industry Practice, and such

event is not cured within a period of ten (10) days from the date of occurrence of such

event;

(xvi) the Concessionaire does not achieve the Time for Completion of Implementation by the

Implementation Period or any extended period thereof;

(xvii) when it is discovered by the Authority that the Concessionaire or the Selected Bidder and

their respective officers, employees, agents and advisers have:

1. not acted in a bonafide manner during the bidding process and the execution

of this Agreement; and / or,

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2. directly or indirectly or through an agent, engaged in corrupt, fraudulent,

coercive, undesirable or restrictive practices in the bidding process or the

execution of the Jan Suvidha Kendra and / or the Project or other works under

this Agreement; and / or,

For the purposes of this sub – clause, the terms set forth are defined as follows:

“corrupt practice” means the offering, giving, receiving, directly or indirectly, of

anything of value to influence the action of a public official in the bidding process or

the execution of the Project or other works under the Agreement;

“fraudulent practice” means a misrepresentation or omission of facts in order to

influence the bidding process, or to obtain payments from the Authority for the

execution of the Project or other works under the Agreement;

“coercive practice” means harming or threatening to harm, directly or indirectly,

persons or their property to influence their participation in the bidding process or in

discharging their duties in the execution of the Project or other works under the

Agreement;

“undesirable practice” means establishing contact with any person connected with

or employed by the Authority with the objective of canvassing, lobbying or in any

manner influencing or attempting to influence the bidding process or the monitoring,

inspection or reporting the execution of the Project or other works under the

Agreement; and,

“restrictive practice” means forming a cartel or arriving at any understanding or

arrangement among bidders with the objective of restrictive or manipulating a full and

fair competition in the bidding process.

15.2 Termination by the Authority

Without prejudice to any other right or remedies which the Authority may have under this

Agreement, upon occurrence of a Concessionaire Event of Default, the Authority shall been

titled to terminate this Agreement by issuing a Termination Notice to the Concessionaire;

provided that before issuing the Termination Notice, the Authority shall by a notice inform

the Concessionaire of its intention to issue such Termination Notice and grant 15 (fifteen)

days to the Concessionaire to make a representation, and may after the expiry of such 15

(fifteen) days, whether or not it is in receipt of such representation, issue the Termination

Notice.

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15.3 Survival of rights

Notwithstanding anything to the contrary contained in this Agreement, any termination

pursuant to the provisions of this Agreement shall be without prejudice to the accrued

rights of the Authority including its right to claim and recover money damages, specific

performance, insurance proceeds, and other rights and remedies, which it may have in law

or contract. All obligations of Concessionaire under this Agreement, including transfer

requirements, shall survive the termination to the extent such survival is necessary for

giving effect to such rights and obligations.

15.4 Suspension

Upon occurrence of a Concessionaire Event of Default, the Authority shall be entitled, without

prejudice to its other rights and remedies under this Agreement, under law or equity,

including its rights of termination hereunder, to (i) suspend all rights of the Concessionaire

under this Agreement including the Concessionaire’s right to charge and / or levy Commercial

Charges, and other payments pursuant hereto, and (ii) exercise such rights itself and perform

the obligations hereunder or authorise any other person to exercise or perform the same on

its behalf during such suspension (the “Suspension”).

15.5 Authority to act on behalf of the Concessionaire

During the period of Suspension, the Authority may, at its option and at the risk and cost of

the Concessionaire, remedy and rectify the cause of Suspension. The Authority shall, on

behalf of the Concessionaire, appropriate any Commercial Charges and other revenues under

and in accordance with this Agreement and shall deposit the same in an account to be

opened by the Authority’s nominee for this purpose. The Authority shall be entitled to make

withdrawals from such account for meeting the costs incurred by it for remedying and

rectifying the cause of Suspension, and for defraying the expenses on maintenance of the

Project, the Assets and / or the Site. During the period of Suspension hereunder, all assets

and liabilities in relation to the maintenance of the Project, the Assets and / or the Site, shall

continue to vest in the Concessionaire in accordance with the provisions of this Agreement

and all things done or actions taken, including expenditure incurred by the Authority for

discharging the obligations of the Authority under and in accordance with this Agreement and

the Project Agreements, shall be deemed to have been done or taken for and on behalf of

the Concessionaire and the Concessionaire undertakes to indemnify the Authority for all costs

incurred during such period. The Concessionaire hereby licenses and sub – licenses

respectively, the Authority or any other person authorised by it under this Article to use

during Suspension, all intellectual property belonging to or licensed to the Concessionaire.

15.6 Revocation of Suspension

For the avoidance of doubt, the Parties expressly agree that the Authority may, in its

discretion, revoke the Suspension at any time, whether or not the cause of Suspension has

been rectified or removed hereunder.

Page- 123 of 199


ARTICLE 16:

CONSEQUENCES OF TERMINATION

16.1 Termination Payment for Termination by the Authority

16.1.1 Upon Termination by the Authority, during the Operations and Maintenance Period, in

accordance with theprovisionsofArticles15, the Concessionaire shall peacefully handover the

possession of the Project, the Site and the Assets in proper working condition and the

Performance Security shall been cashed by the Authority.

16.1.2 The Concessionaire shall be entitled to get Termination Payment as mentioned below:

(i) Fifty (50%) percent premium paid towards land rent, apportioned to the balance of

the Operations and Maintenance Period; and,

(ii) Fifty (50%) percent depreciated value of the structures of the Jan Suvidha Kendra and

the Project.

16.1.3 For the avoidance of any doubt, it is clarified that the Termination Payment, as payable by

the Authority, shall be reduced by the following:

(i) Debits for cost of wear and tear required to get the structures of the Jan Suvidha

Kendra and the Project up to good working condition; and,

(ii) Debits for any incomplete work of the Concessionaire.

For illustration, the Concessionaire is assumed to have paid Licence Fees of Rs. 45.00 lacs,

with a Performance Security of Rs. 6.00 lacs for Concession Period of 15 years, has incurred

a cost of Rs. 150.00 lacs towards construction of Building, Rs. 70.00 towards furniture and

interior and the Project is terminated at end of the fifth (5th) year. Now, at the time of

termination, there is some cost of wear and tear of Rs. 5.00 lakhs.

Then in that case, termination payment shall be as follows:

Sr. No. Particulars Amount (Rs.)

i) premium paid towards land rent, apportioned to

remaining operation period, As per table T-1 and

T-2 as below

5,88,431

ii) 50% depreciated value of the building

(Structure) (As per table T-3 as below)

92,49,534

Sub Total A 98,37,965

Reduced by

a) Debit for cost of wear & tear required to get the

building at good working condition

0

b) Debit for incomplete work, if any 0

Sub Total B 0

Termination Payment Due ( Sub Total A- Sub

Total B)

98,37,965

Page- 124 of 199


Table T-1

Working for calculation of Premium

At the time of Bid

Year Period Rent Increase

for the

year

ROI % NPV

From To

1 01-12-17 30-11-18 380016 0% 12% 339300

2 01-12-18 30-11-19 418017 10% 12% 333241

3 01-12-19 30-11-20 459819 10% 12% 327290

4 01-12-20 30-11-21 505801 10% 12% 321446

5 01-12-21 30-11-22 556381 10% 12% 315705

6 01-12-22 30-11-23 612019 10% 12% 310068

7 01-12-23 30-11-24 673221 10% 12% 304531

8 01-12-24 30-11-25 740543 10% 12% 299093

9 01-12-25 30-11-26 814597 10% 12% 293752

10 01-12-26 30-11-27 896057 10% 12% 288506

11 01-12-27 30-11-28 985663 10% 12% 283354

12 01-12-28 30-11-29 1084229 10% 12% 278295

13 01-12-29 30-11-30 1192652 10% 12% 273325

14 01-12-30 30-11-31 1311917 10% 12% 268444

15 01-12-31 30-11-32 1443109 10% 12% 263651

Present Value of

Land Rent 4500000

Page- 125 of 199


Table T-2


At the time of Termination

Year Period Period

in

Years

Rent Increase

for the

year

ROI % NPV

From To

1 15-05-29 14-05-30

1.00 380016 0% 12% 339300

2 15-05-30 14-05-31

1.00 418017 10% 12% 333241

3 15-05-31 14-05-32

1.00 459819 10% 12% 328187

4 15-05-32 30-11-32

0.55 505801 10% 12% 146135

5 01-12-32 30-12-32

- 556381 10% 12% 0

6 01-12-32 30-12-32

- 612019 10% 12% 0

7 01-12-32 30-12-32

- 673221 10% 12% 0

8 01-12-32 30-12-32

- 740543 10% 12% 0

9 01-12-32 30-12-32

- 814597 10% 12% 0

10 01-12-32 30-12-32

- 896057 10% 12% 0

11 01-12-32 30-12-32

- 985663 10% 12% 0

12 01-12-32 30-12-32

- 1084229 10% 12% 0

13 01-12-32 30-12-32

- 1192652 10% 12% 0

14 01-12-32 30-12-32

- 1311917 10% 12% 0

15 01-12-32 30-12-32

- 1443109 10% 12% 0

Present

Value of

Land Rent 11,76,862

50% OF

ABOVE 5,88,431

Page- 126 of 199


Table T-3

100% depreciated value of the building

Valuation of the project Rs. 24000000

Estimated useful life of the building Years 50

Operation period utilised Years 11.46

Balance Useful Life of Project Years 38.54

Depreciation on utilised period

Rate of depreciation of Straight Line Method % p.a. 2.00%

Amount of Depreciation for utilised period 5500932

Depreciated Value of the Building 18499068

50% of Depreciated Value of the building 50% 92,49,534

16.1.4 The Financial Model shall be prepared on the Proposal Acceptance Date and shall be

attached with this Agreement.

16.1.5 For value of premium to be repaid, one can refer to financial model prepared at the time of

bid submission, and for the purpose of Article 15 of this Agreement, premium paid towards

land rent, apportioned to remaining concession period would mean, present value of balance

premium of land rent at the time of bid submission.

(i) All payments due to the Concessionaire as calculated under Article 15.1 shall be made

within 30 (thirty) days of termination of the Agreement.

(ii) However, if the termination by the Authority on account of the Concessionaire Event of

Default is during the Implementation Period then the Concessionaire shall not be

entitled for any Termination Payments. However, the Performance Security shall be

encashed by the Authority.

16.2 Other rights and obligations upon Termination

Upon termination of this Agreement for any reason whatsoever, the Authority shall:

(i) be deemed to have taken possession and control of the Project, the Site and the

Assets forthwith which are deemed to be or which should have been in possession of

the Concessionaire;

(ii) take possession and control of all materials, stores, implements, plants and equipment

on or about the Project and the Site;

(iii) be entitled to restrain the Concessionaire and any person claiming through or under

the Concessionaire from entering upon the Project and the Site or any part of the

Project premises;

(iv) require the Concessionaire to comply with the transfer requirements set forth in Article

23 of this Agreement.

Page- 127 of 199


16.3 Limitation of Termination Payments by the Authority

Termination payment, due and payable under this Agreement, shall be limited to

Rs.______________/- (Rupees ___________________________________________

____________), as the case may be, and the Authority shall at no time be liable to pay the

termination payment in excess of Rs.______________/- (Rupees ____________________

___________________________________) Provided that the liability of the Authority to make

the termination payment hereof is subject to the fulfilment of the transfer requirements in accordance with

Article 23 of this Agreement. For the avoidance of doubt, it is expressly agreed that the termination payment

shall constitute full discharge by the Authority of its payment obligations in respect thereof hereunder. Upon

termination on expiry of the term of this Agreement by efflux of time, no termination payment shall be due

and payable to the Concessionaire. The Concessionaire expressly agrees that the termination payment under

this Article shall constitute a full and final settlement of all claims of the Concessionaire on account of

termination of this Agreement for any reason whatsoever and that the Concessionaire shall not have any

further right or claim under any law, treaty, convention, contract or otherwise.

Page- 128 of 199


ARTICLE 17:

FORCE MAJEURE

17.1 Force Majeure Events

In this Agreement, "Force Majeure" means an occurrence of an event in India of any or all of

the Non-Political Force Majeure Event, Indirect Political Force Majeure Event and Political Force

Majeure Event described in Articles17.2,17.3 and 17.4 of this Agreement, respectively

hereinafter which prevents the Party claiming Force Majeure (the “Affected Party”) from

performing its obligations under this Agreement and which act or event:

(i) Is beyond the reasonable control of and not arising out of the fault or negligence of

the Affected Party or the failure of such Party to perform its obligations hereunder;

(ii) The Affected Party has been unable to prevent by the exercise of due diligence and

reasonable efforts, skill and care; and,

(iii) Has a Materially Adverse Effect on the Project.

17.2 Non–Political Force Majeure Events

For thepurposesofArticle17.1,Non– Political Force Majeure Events shall mean one or more of

the following acts or events:

(i) Acts of God or events beyond the reasonable control of the Affected Party which could

not reasonably have been expected to occur, extreme adverse weather or

environmental conditions, lightning, earthquakes, heavy rains, cyclones, tempest,

whirlwind, landslides, storms, floods, volcanic eruptions or fire;

(ii) Radioactive contamination or ionising radiation;

(iii) Strikes or boycotts (other than those involving the Concessionaire, contractors, or

their respective employees/ representatives or attributable to any act or omission of

any of them) interrupting supplies and services to the Project for a continuous period

exceeding 7 (seven) days in an Financial Year, and not being an Indirect Political

Event set forth in Article 17.3;

(iv) Any judgment or order of any court of competent jurisdiction or statutory authority in

India made against the Concessionaire in any proceedings for the reason other than

failure of the Concessionaire to comply with any Applicable Law or Clearances or on

account of breach thereof, or of any contract, or enforcement of this Agreement or

exercise of any of its rights under this Agreement by the Authority; or,

(v) Any other event or circumstance of a nature analogous to the foregoing, to the extent

that insurance is available at a reasonable cost to cover the occurrence of any of the

natural events. The Concessionaire will ensure that it has insured itself against such

risks.

Page- 129 of 199


17.3 Indirect Political Force Majeure Event

For the purposes of Article 17.1, Indirect Political Force Majeure Events shall mean one or more

of the following acts or events by or on account of the Authority, Government of India or any

other Competent Authority:

(i) An act of war (whether declared or undeclared), invasion, armed conflict or act of

foreign enemy, unexpected call up of armed forces, blockade, embargo, rebellion, riot,

religious strife, bombs or civil commotion, sabotage, terrorism which prevents

collection of Commercial Charges by the Concessionaire for a period exceeding a

continuous period of 7 (seven) days in an Financial Year;

(ii) Industry wide or state wide or nationwide strikes or industrial action for a period

exceeding a continuous period of 7(seven) days in an Financial Year; or

(iii) Any public agitation which prevents collection of Commercial Charges by the

Concessionaire for a period exceeding a continuous of 7 (seven) days in a Financial

Year.

17.4 Political Force Majeure Event

For the purposes of Article 17.1, Political Force Majeure Events shall mean one or more of the

following acts or events by or on account of the Authority, Government of India or any other

Competent Authority:

(i) Expropriationorcompulsoryconfiscation,byanyCompetentAuthorityofany Assets or rights of

the Concessionaire or of the contractors; or,

(ii) Any unlawful or unauthorised or without jurisdiction, revocation of, or refusal to renew

or grant without valid cause any consent or approval required by the Concessionaire

or any of the contractors to perform their respective obligations under the Project

Agreements (other than a consent, the obtaining of which is a condition precedent)

provided that such delay, modification, denial, refusal or revocation did not result from

the Concessionaire’s or any contractor’s inability or failure to comply with any

condition relating to the grant, maintenance or renewal of such consents or permits.

17.5 Exceptions applicable to the Concessionaire

The Concessionaire shall not have the right to consider any of the following circumstances to

be an event of Force Majeure that would suspend the performance or excuse the non–

performance of its obligations under this Agreement other than the circumstances resulting

from an event of Force Majeure:-

(i) Delay in performance by the Concessionaire, subcontractor(s), agents and employees

of the Concessionaire; or,

(ii) Breakdown or ordinary wear and tear of materials, equipment machinery or parts

relating to the Project.

Page- 130 of 199


17.6 Exceptions Applicable to the Authority

The Authority shall not have the right to consider any of the following circumstances to be an

event of Force Majeure that would suspend the performance or excuse the non-performance

of its obligations under this Agreement:

(i) the expropriation, confiscation, nationalisation or requisition of the Project, Assets by

the Authority;

(ii) the imposition of any blockade, embargo, import restrictions, rationing or all ocation

by the Authority or any Competent Authority; or,

(iii) any delay or difficulty in handing over the Jan Suvidha Kendra as a result of any

intervention or directive of the Authority or any Competent Authority.

17.7 Effect of Force Majeure before the issue of Notice to Commence

Upon occurrence of any Force Majeure Event prior to the issuance of the notice to commence,

the following shall apply:

(i) There shall be no Termination by the Concessionaire;

(ii) The Compliance Date shall be extended by the period of which such Force Majeure

event shall subsist, at the sole discretion of the Authority; and,

(iii) The Parties shall bear their respective costs arising out of such Force Majeure Event.

17.8 Effect of Force Majeure after Compliance Date

Upon occurrence of any Force Majeure Event after the Compliance Date, the following shall

apply:

(i) There shall be no Termination of this Concession Agreement by the Concessionaire;

(ii) Where the Force Majeure Event occurs before the issue of Implementation Completion

Certificate or Provisional Implementation Completion Certificate, the Concession Period

shall be extended by the period for which such Force Majeure Event shall subsist, at

the sole discretion of the Authority;

(iii) Where the Force Majeure Event occurs after the issuance of Implementation

Completion Certificate, the Concessionaire shall make all reasonable efforts to collect

Commercial Charges, but if he is unable to collect Commercial Charges during the

subsistence of such Force Majeure Event, the Concession Period shall be extended by

the period for which collection of Commercial Charges remains suspended on account

thereof; and,

(iv) All cost arising out or concerning such Force Majeure Event shall be borne in

accordance with provisions of Article 17.9.

Page- 131 of 199


17.9 Allocation of costs during the subsistence of Force Majeure

Upon occurrence of a Force Majeure Event after Compliance Date, the costs at tributeable to

such Force Majeure Event and directly relating to the Project(the Force Majeure Costs) shall be

borne by the Concessionaire from the insurance cover procured for such purpose, in accordance

with the requirements of this Agreement.

17.10 Termination Notice

If the Force Majeure Event subsists for a period of 270 (two hundred seventy) days or more

within a continuous period of 365 (three hundred sixty five) days, either Party may in its sole

discretion terminate this Agreement by giving 30 (thirty) days Termination Notice in writing to

the other Party without being liable in any manner whatsoever, save and except as per the

provisions of in Article 17.11.

17.11 Termination Payments for Force Majeure Events

Upon Termination of this Agreement pursuant to Article 17.10, no termination payment shall be

made by the Authority to the Concessionaire and the Concessionaire shall been titled to receive

and appropriate, the proceeds of any amounts under insurance policies. After expiry of 30

(thirty) days from such Termination Notice under Article 17.10 of this Agreement, in the

event that there is no contravention of the terms and conditions of this Agreement,

Applicable Laws, Clearances and Good Industry Practice, the Performance Security, if

subsisting, shall be released to the Concessionaire.

17.12 Dispute Resolution

In the event that the Parties are unable to agree in good faith about the occurrence or

existence of a Force Majeure Event, such dispute shall be finally settled in accordance with the

Dispute Resolution procedure as under Article 18, provided however that the burden of proof as

to the occurrence or existence of such Force Majeure event shall be upon Party claiming relief

and/ or excuse on the account of such Force Majeure Event.

17.13 Liability for other losses, damages etc.

Save and except as expressly provided in this Article neither Party here to shall be liable in any

manner whatsoever to other Party in respect of any loss, damage, cost, expense, claims,

demand and proceedings relating to or arising out of occurrence or existence of any Force

Majeure Event or exercise of any right pursuant to this Article.

17.14 Duty to Report

The Affected Party shall discharge the following obligations in relation to reporting the

occurrence of a Force Majeure Event to the other Party :

(i) The Affected Party shall not claim any relief for or in respect of a Force Majeure Event

unless it shall have notified the other Party in writing of the occurrence of the Force

Majeure Event as soon as reasonably practicable, and in any event within 7 (seven)

days after the Affected Party knew or ought reasonably to have known of its

occurrence and the probable Material Adverse Effect that the Force Majeure Event is

likely to have occurred on the performance of its obligations under this Agreement

Page- 132 of 199


(ii) Any notice pursuant to this Article 17.14 shall include full particulars of:

1. The nature and extent of each Force Majeure Event which is the subject of any

claim for relief under this Article 17 with evidence in support there of;

2. The estimated duration and effect or probable effects which such Force Majeure

Event is having or will have on the Affected Party’s performance of its obligations

under this Agreement;

3. The measure which the Affected Party is taking or proposes to take to all eviate

the impact of such Force Majeure Event; and

4. Any other information relevant to the Affected Party’s claim.

(iii) For so long as the Affected Party continues to claim to be affected by such Force

Majeure Event, it shall provide the other Party with regular (and not less than weekly)

written reports containing information as required by this Article 17.14, and such other

information as the other Party may reasonably request the Affected Party to provide.

17.15 Excuse from performance of obligations

If the Affected Party is wholly or partially unable toper form its obligations under this

Agreement because of Force Majeure Event, it shall be excused from performance of such of its

obligations to the extent it is unable to perform on account of such Force Majeure Event

provided that:

(i) The suspension of performance shall be no greater scope and of no longer duration

than is reasonably required by the Force Majeure Event;

(ii) The Affected Party shall make all reasonable efforts to mitigate or limit damage to the

other Party arising out of or as a result of the existence or occurrence of such Force

Majeure Event and to cure the same with due diligence; and,

(iii) When the Affected Party is able to resume performance of its obligations under this

Agreement, it shall give to the other Party written notice to that effect and shall

promptly resume performance of its obligations hereunder.

Page- 133 of 199


ARTICLE 18:

DISPUTE RESOLUTION 18.1 Amicable Resolution

18.1.1 Any dispute, disagreement, difference, controversy or claim arising out of, relating to or in

connection with this Agreement (including any question regarding its existence, validity,

interpretation, performance, breach or termination) and any dispute relating to any non-

contractual obligations arising out of or in connection with it (a “Dispute”) shall, so far as is

possible, be settled amicably.

18.1.2 If a Dispute arises, a Party may serve a written notice on the other Party commencing a

formal consultation period of thirty (30) days within which the Dispute should be resolved

(“Consultation Period”). During the Consultation Period, the Chief Engineer of the

concerned Public Works Region on behalf of the Authority and the CEO/MD of the

Concessionaire, shall be obligated to promptly meet with each other, at a place to be

mutually decided by the Parties. Each Party shall bear their own costs and expenses for

attending such a meeting.

18.2 Arbitration

If the Dispute is not resolved by end of the Consultation Period, the Dispute shall be referred

to and finally resolved by a binding arbitration in accordance with the Arbitration and

Conciliation Act, 1996. The arbitration shall be conducted as follows:

(a) Any Party raising the Dispute and invoking the arbitration shall send a written notice of Dispute (“Arbitration Notice”) to other Party.

(b) The arbitration shall be conducted by a sole arbitrator, who will be mutually appointed by the Parties within a period of thirty (30) days from the date of the Arbitration Notice. In the event, the sole arbitrator is not appointed by the Parties within the said time period, the sole arbitrator will be appointed by the court in accordance with the Arbitration and Conciliation Act, 1996.

(c) All proceedings in any such arbitration shall be conducted in English.

(d) The seat of the arbitration proceedings shall be Kolhapur, Maharashtra.

(e) The arbitrator shall be free to award costs as may be appropriate.

(f) The arbitral award shall be a reasoned award and shall be in writing.

(g) The arbitral award shall be final and binding on the Parties. The Parties undertake to carry out the award without delay.

18.3 Performance during Dispute

The Authority shall have the right to take over the possession and control of the Project,

the Site and the Assets after the issuance of the Termination Notice irrespective of any

Dispute raised by the Concessionaire regarding such Termination or otherwise. Pending the

settlement/adjudication of the said Dispute, the Authority shall have right to operate and

manage the Project. Further, the Concessionaire shall continue to perform all other obligations

pending the settlement/adjudication of any Dispute under this Article.

18.4 This clause shall survive termination of this Agreement.

Page- 134 of 199


ARTICLE 19:

PERIODICAL AUDIT AND INSPECTION

19.1. A bi – annual audit of the Project and the Jan Suvidha Kendra shall be conducted by a

Person designated by the Committee formed as per Article 9 of this Agreement. This audit

shall be conducted at least two (2) times in a year and there shall be gap of at least 4

months between two (2) consecutive audits. The gap between two (2) consecutive audits

by such Person, designated by the Committee, should not be beyond eight (8) months in

any case. Report as per format specified in Schedule – V of this Agreement shall be

prepared and submitted to the Parties. The Authority shall have the right to terminate the

Agreement, in the event of the Concessionaire failing to achieve at least 75% of the total

marks, for three or more times, during the audit of periodical audit conducted by the

Authority, in accordance with this Article.

19.2. The Authority and / or its representative shall have the discretion to inspect the Project at

any point time during the Concession Period and shall give intimation of any wrong done or

shortfall for the operations / constructions. This inspection shall be in addition to the

periodical audit conducted throughout the Concession Period.

Page- 135 of 199


ARTICLE 20:

FINANCING DOCUMENTS

20.1. The Authority hereby confirms that it shall not enter into any substitution agreement with any

banker, financial institution and / or any Person and the Concessionaire thereby shall make

provisions of funding for the Project, the Site and the Assets on its own financial credibility and

financial security.

20.2. The Concessionaire further hereby undertakes to the Authority that the Concessionaire shall not

offer the Site given to it under this Agreement as security and / or create any charge, lien,

interest and / or any Encumbrance to any bank/financial institution/any Person for any reason

whatsoever.

Page- 136 of 199


ARTICLE 21:

TAXATION AND CONFIDENTIALITY 21.1. Local Taxation

(i) The duties, responsibilities and obligations of the Concessionaire under this Agreement

shall include payment of all Taxes, charges towards import license, toll, customs duties,

import duties, business taxes, etc., that maybe levied in accordance with the Applicable

Laws as per the applicable rates. Nothing in this Agreement shall relieve the

Concessionaire from its responsibility to pay any Taxes that may be levied in India on

profits made by it in respect of this Agreement

(ii) Under the provisions of the Income Tax Act, 1961, the Authority is required to deduct tax

at source at the rates prevailing in case any payments are made to the Concessionaire as

envisaged under this Agreement.

21.2. Income Taxes on Staff, Labour, Employees and Personnel

The Concessionaire's staff, employees, personnel and labour will be liable to pay personal

income taxes in India in respect of their salaries, commissions and wages as chargeable under

Applicable Law sand the Concessionaire shall make such deductions in respect of such taxes as

required by law.

21.3. Confidentiality

“Confidential Information” shall mean all non – public information of the Project and / or the

Authority which is accessible by or is available to the Concessionaire whether in writing, oral,

graphic, visual or any other tangible, intangible or electronic form including, without limitation,

any and all information relating to the Project (whether past, present, or future) including

without limitation the financial data, financial results and projections, costs and prices, details

and data of Concessionaire’s suppliers, dealers, distributors, customers, retainers, employees

and consultants (whether past, present or prospective), technologies, technical and business

strategies, business and marketing plans, marketing and sales techniques, pricing and other

strategies, computer programs, software tools, source codes, object codes, protocols, product

descriptions, development schedules, product positioning, choices of product names, trade

secrets or know how, customer information and intellectual property rights, in relation to the

Project, the Assets and the Site, as well as any such information not generally known to third

parties or received from others that the Concessionaire is reasonably expected to treat as

confidential. The Concessionaire shall not, at anytime, before the expiry or termination of this

Agreement, without the consent of the Authority, divulge or suffer or permit its officers,

employees, or agents to divulge to any Person (other than to any of its or their respective

officers or employees who require the same to enable them to properly to carry out their

duties), any Confidential Information and any other information relating to the negotiations

concerning the RFP, the Agreement, the operations, contracts, commercial or financial

arrangements or affairs of the Authority or any proprietary information of the Authority.

Page- 137 of 199


21.4. Exceptions to Confidentiality

The restrictions imposed by Article 21.3 shall not apply to the disclosure of any Confidential

Information :

(i) Which now or hereafter is released into the public domain, otherwise than as a result of a

breach of an undertaking of confidentiality or which is obtained with no more than

reasonable diligence from sources other than the Concessionaire;

(ii) Which is required by Applicable Laws, to be disclosed to any Person who is authorised by

Applicable Laws to receive the same;

(iii) To a court, arbitrator or administrative tribunal in the course of proceedings before it to

which the Concessionaire is a party; or,

(iv) To any consultants, banks, financiers and / or advisers to the Concessionaire, or in

accordance with the duties, obligations and responsibilities of the Concessionaire under

this Agreement.

Page- 138 of 199


ARTICLE 22:

PROJECT REVENUES AND COMMERCIAL CHARGES

22.1. Levy and Appropriation of Commercial Charges

(i) The Concessionaire shall levy, collect, appropriate Commercial Charges from the

Project, the Site, shops, establishments, stalls, advertising boards, restaurants, etc. for

the period in accordance with the provisions of this Agreement.

(ii) Save and except as otherwise stated under this Agreement, on and from the

Operations Date and until the last date of the Concession Period, the Concessionaire

or its sub contractors shall levy, collect, and appropriate Commercial Charges, asset

out in Article 22.2 of this Agreement.

(iii) The Authority expressly recognises that the right of the Concessionaire or its sub

contractors to levy, demand, collect, retain, and to appropriate Commercial Charges in

accordance (i) with the terms of this Agreement and (ii) to exercise all rights and

remedies available under Applicable Laws and under this Agreement for the recovery

of the Commercial Charges.

22.2. Types of Project Revenue

(i) Income from User charges, fees and Commercial Charges

The Concessionaire shall be allowed to charge for the use of the Project including the

stalls, ATM, Restaurant, vehicle repair facility, etc. but shall not charge the Users

Commercial Charges for such services as intimated by the Authority which shall be

mandatorily be provided free of cost to the Users.

(ii) Income from Display of Advertisements

The Concessionaire can charge Commercial Charges for the purposes of

advertisements in accordance with Applicable Laws, subject to prior written consent of

the Authority. The display of advertisements at any part the Project, the Site and the

Assets shall be as per the instructions of the Authority. In the event, that the

Concessionaire is instructed to remove and / or take down any advertisement, on the

Project, the Site and the Assets, the Concessionaire shall be liable to remove such

advertisement, within a period of seven (7) days from the date of such request, failing

which it shall amount to a Concessionaire Event of Default. The Concessionaire may

sub – license out the advertisement boards to the advertisers with prior written

consent of the Authority in accordance with the terms and conditions of this

Agreement.

(iii) Miscellaneous

Apart from the above, the Concessionaire shall be well within its right to generate

revenues for other activities subject to prior written consent of the Authority,

Applicable Laws, Clearances and the terms and conditions of this Agreement.

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ARTICLE 23:

TRANSFER OF THE PROJECT

23.1 Transfer of Project

(i) On the Transfer Date, the Concessionaire shall, transfer and assign to the Authority or

its nominated agency, as the case may be, the Project, the Site and the Assets, free

and clear of any charges, liens, interest and Encumbrances created or suffered by the

Concessionaire after the Compliance Date of all the Concessionaire’s right, title,

benefits and interest in and to the Project, the Site and the Assets. The Concessionaire

shall also deliver to the Authority or its nominated agency on such date such project

reports, manuals, plans, design drawings, reports, accounts and other information as

may be required by the Authority or its nominated agency to enable it to continue the

operation of the Project either directly or by its nominated agency. The labour,

employees and personnel of the Concessionaire shall continue to be the employees,

labour and personnel of the Concessionaire and the transfer of all the movable and

immovable assets shall not in any manner affect their status as employees, labour and

personnel of the Concessionaire and they shall have no claim to any type of

employment or compensation from the Authority or its nominated agency.

(ii) TheConcessionaireshalltotheextentpossibleassigntotheAuthorityorits nominated agency at

the time of transfer all unexpired guarantees and warranties by sub contractors and

suppliers and all insurance policies. The Concessionaire shall ensure that any rights,

which are to be so assigned, are capable of assignment and the counter part to the

Concessionaire has approved such assignment under the terms and conditions of the

relevant Project Agreement.

(iii) The Concessionaire shall, to the extent possible at the time of transfer, assign to the

Authority or its nominated agency all contracts, equipment contracts, supply contracts

and all other contracts relating to the Project, the Site and the Assets entered into by

the Concessionaire and subsisting at the time of transfer except any agreements and /

or contracts with employees, labour and / or personnel.

(iv) At least 60 (Sixty) days prior to the Transfer Date, the Authority shall be entitled to

appoint any consulting engineer to assess the condition of the Project, the Site and the

Assets. Such consulting engineer shall be entitled to have free access to inspect the

Project, the Site and the Assets, provided that such inspection is reasonable and is

carried out with minimum disruption to normal operation of the Project, the Site and

the Assets.

(v) Until the Transfer Date, all risks shall lie with the Concessionaire for loss of or damage to

the whole or any part of the Project, the Site and the Assets, unless such loss or

damage is due to an act or omission of the Authority in contravention of its obligations

under this Agreement

(vi) The Concessionaire shall provide fair and just compensation to its labour, employees

and personnel as required under Applicable Laws or under this Agreement, and shall

indemnify the Authority against any claims from any such labour, employees and

personnel for their loss of office, redundancy, loss of employment or otherwise. The

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Authority shall accept absolutely no liability on account of any matter pertaining to the

Concessionaire's employees, staff, labour etc.

(vii) On the Transfer Date, the Concessionaire shall handover the Project, the Site and the

Assets and all other movable and immovable assets forming part thereof, to the

Authority or its nominated agency at zero cost or expense to the Authority.

(viii) Upon the issuance of the Agreement Completion Certificate by the Authority, the

obligations and the rights of the Concessionaire under this Agreement shall terminate

vis-à-vis the Authority and the Authority or its nominated agency shall take over the

Project, the Site and the Assets and the operation and maintenance of the Project, the

Site and the Assets and any other rights or obligations arising out of this Agreement

which either expressly or implicitly survive termination of this Agreement. Provided that

the Concessionaire may continue with any other business operations arising other than

in connection with this Agreement and provided further that the Concessionaire shall

no longer act in its capacity as Concessionaire in relation or pursuant to this

Agreement.

(ix) On completion of the transfer by the Concessionaire to the Authority, the Authority shall

issue an Agreement Completion Certificate to the Concessionaire in accordance with the

requirements of this Agreement. The Agreement Completion Certificate will have the

effect of constituting evidence of transfer of all rights, titles and interests in the Project

by the Concessionaire, and their vesting in the Authority hereto.

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ARTICLE 24:

MISCELLANEOUS PROVISIONS

24.1 Governing Law and Jurisdiction

This Agreement shall be construed and interpreted in accordance with and governed by the

laws of India. Subject to the provisions of Dispute Resolution clause of this Agreement, and

the courts of Kolhapur, Maharashtra shall have jurisdiction over all matters arising out of, in

connection with or relating to this Agreement.

24.2 Waiver

Waiver by either Party of any default by the other Party in the observance and performance of

any provisions of or obligations under this Agreement:

(i) Shall not operate or be construed as a waiver of any other or subsequent default thereof

or of other provisions of or obligations under this Agreement;

(ii) Shall not be effective unless it is in writing and executed by a duly authorised

representative of the Party; and

(iii) Shall not affect the validity or enforce ability of this Agreement in any manner.

Neither the failure by either Party to insist on any occasion upon the performance of the terms,

conditions and provisions of this Agreement or any obligation there under nor time or other

indulgence granted by a Party to the other Party shall be treated or deemed as waiver of such

breach or acceptanceofanyvariationortherelinquishmentofanysuchrighthereunder.

24.3 Exclusion of implied warranties

This Agreement expressly excludes any warranty, condition or any other undertaking implied at

law or by custom or otherwise arising out of any other agreement between the Parties or any

representation by either Party not contained in a binding legal agreement executed by both

Parties.

24.4 Severability

If for any reason what so ever, any provision of this Agreement is or becomes invalid, illegal

or unenforceable or is declared by any court of competent jurisdiction or any other legal and

valid instrumentality to be invalid, illegal or unenforceable, the validity, legality or

enforceability of the remaining provisions shall not be affected in any manner, and the

Parties will negotiate in good faith with a view to agreeing upon one or more provisions,

which may be substituted for such invalid, unenforceable or illegal provisions, as nearly as is

practicable. Provided that, failure of the Parties to agree upon any such provisions shall not

be a subject matter to dispute resolution under this Agreement or otherwise.

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24.5 Entire Agreement

This Agreement and the Schedules together constitutes a complete and exclusive

understanding between the Parties of the terms and conditions of the agreement between

the Parties on the subject hereof and no amendment or modification hereto shall be valid and

effective unless such modification or amendment is agreed to in writing by the Parties and

duly executed by persons especially empowered in this behalf by the respective Parties.

24.6 Custody of Documents

The Project Report and other documents, manuals, memoranda and / or any other information

in relation to the Project, the Site and the Assets (“Design Documents”), as may be required

by the Authority, shall be in the custody and care of the Concessionaire. Unless stated

otherwise in this Agreement, the Concessionaire shall provide four (4) copies for the use of the

Authority.

24.7 Copyright

The Concessionaire, as beneficial owner, hereby transfers to the Authority copyright and

registered design and all other property rights subsisting in or accruing to the Concessionaire,

in relation to the Design Documents made or to be made by or on behalf of the

Concessionaire, during the Concession Period for which such copyright subsists in such works.

The Authority hereby grants to the Concessionaire non-exclusive royalty-free licence to use

such documents and drawings solely for the purpose of complying with its obligations under

this Agreement.

24.8 Use of the Authority's Documents

Copyright in the technical requirements and other documents issued by the Authority to the

Concessionaire shall (as between the Parties) remain the property of the Authority. The

Concessionaire may, at its cost, copy, use and communicate any such documents for the

purposes of this Agreement They shall not, without the Authority's consent, be used, copied or

communicated to a Third Party by the Concessionaire, except as necessary for the purposes of

this Agreement

24.9 Compliance with Laws and Directives

(i) The Concessionaire shall, in all matters arising in the performance of this Agreement,

comply with, give all notices under, and pay all Taxes, levies and other similar charges

required by the provisions of any Central or State law or Directive or any regulation of

any legally constituted public authority having jurisdiction over the Project, the Site and

the Assets. The Concessionaire shall comply with all Applicable Laws.

(ii) In the performance of this Agreement, the Concessionaire shall ascertain and comply

with all relevant laws and Directives. The Authority will provide such reasonable

assistance as may be requested by the Concessionaire in ascertaining the nature and

extent of such relevant Applicable Laws and Directives.

(iii) The Concessionaire shall indemnify the Authority, the Authority’s officers, employees and

agents against all governmental penalties and fines payable to a Competent Authority,

together with any reasonable legal expenses incurred in connection there with, to the

extent arising out of any failure of the Concessionaire or its employees to comply with

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any law or directive applicable to the Project, the Site and the Assets during the

performance of the duties, obligations and responsibilities of the Concessionaire.

(iv) If the Concessionaire or the Authority finds any divergence between any Applicable Law

or Directive and the technical requirements under this Agreement, it shall give to the

Concessionaire a written notice specifying the divergence and proceed in accordance

with the terms and conditions of this Agreement.

24.10 Joint and Several Liability

If the Concessionaires a joint venture of two or more Persons, all such Persons shall be

jointly and severally liable to the Authority for the fulfilment of the terms of this Agreement.

The composition or the constitution of the Joint Venture (JV) Members shall not be altered

without prior approval of the Authority and as per the specific provisions in this regard

provided in this Agreement.

24.11 Notice

Any notice to be given under this Agreement shall be deemed to have been duly given upon

receipt when in writing and delivered in person, by facsimile transmission, by telex or by

courier, addressed as follows:-

(a) If to the Authority:

In the case of the Authority, all notices shall be given by facsimile or e-mail and by

letter delivered by hand and be addressed to the Engineer – in – Charge, Public

Works (South) Division, Kolhapur, Government of Maharashtra and to such other

person as the Authority may from time to time designate by notice to the

Concessionaire.

(b) If to the Concessionaire:

Address: ______________________________

Attention: _____________________________

Fax No: _______________________________

Phone: ________________________________

Any Party may change its address provided above for the purpose of this Agreement by

giving written notice to the other Parties of such change in the manner hereinabove

provided.

24.12 Language

The language of this Agreement is the English language. All correspondence, drawings,

designs, design data, Tests reports, certificates, specifications and information shall be in the

English language. All other written and printed matter required for Implementation, operation

and maintenance shall be executed in the English language. Instructions and notices to the

public and staff and all other signs and information notices shall be in English and Marathi

language only.

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24.13 No Assignment

This Agreement shall not be assigned by the Concessionaire to any Person, save and except

with the prior consent in writing of the Authority, which consent the Authority shall be

entitled to decline without assigning any reason. The Concessionaire shall not create nor

permit to subsist any Encumbrance, or otherwise transfer or dispose of all or any of its rights

and benefits under this Agreement or any Project Agreement to which the Concessionaire is

a party except with prior consent in writing of the Authority, which consent the Authority

shall be entitled to decline without assigning any reason.

24.14 No Termination

The Parties hereby agree that the Concessionaire shall not exercise its rights, under

Applicable Laws and / or equity, to terminate this Agreement, without the prior written

consent of the Authority.

24.15 Counterparts

This Concession may be executed in 2 (two) counterparts, each of which when executed and

delivered shall constitute an original of this Agreement.

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IN WITNESS WHEREOF the Parties have caused this agreement to be executed on the day and

year first hereinabove written and in the manner hereinafter mentioned.

SIGNED, SEALED AND DELIVERED for and on behalf

of the GOVERNOR OF MAHARASHTRA, by the

Executive Engineer, Public Works (South)

Division, Kolhapur.

Witnesses:

1. __________________________________

2. __________________________________

SIGNED, SEALED AND DELIVERED by the within

named CONCESSIONAIRE,

____________________________ LIMITED, by

the hand of ________________________________,

its authorized signatory in whose presence the

Common Seal of ________________________

LIMITED has been affixed hereto pursuant to the

resolution passed by its board of directors on

________________________________.

Witnesses:

1. __________________________________

2. __________________________________

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LIST OFSCHEDULES

I Scope of Work

II Format of Performance Security

III Calculation Method of Premium

IV The Site

V Format of Audit Report

VI Format of Certificate by Executive Engineer at Time of

Completion of Implementation

VII Format for Working of Premium Paid

VIII Consent for Subletting

IX Format for Agreement Completion Certificate

X Financial Model

XI Provisional Completion Certificate

XII Land Licence Agreement

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SCHEDULE–I

SCOPE OF WORK AND SPECIFICATIONS The Concessionaire shall be required to develop Jan Suvidha Kendra for the Project titled “DESIGN,

BUILD, FINANCE, CONSTRUCTION, DEVELOPMENT, IMPLEMENTATION, OPERATION

AND MAINTENANCE OF THE JAN SUVIDHA KENDRA, AT AMBOLI AJARA GADHINGLAJ

SANKESHWAR ROAD SH-188 (AJARA REST HOUSE TAL.-AJARA, DIST.-KOLHAPUR),

MAHARASHTRA”

The Concessionaire shall be required to conceptualize anddesign, build, finance, construct, develop,

implement, operate and maintainworld – class, aesthetically pleasing, hygienic and modern Jan

Suvidha Kendra and the Project including without limitation the toilets, facilities for provision of

clean drinking water and having all required fittings, equipment and fixtures at the Site including

without limitation:

a. Gents toilets – Urinals – 14 Nos. minimum - W/c - min. 4 including Women’s toilet – 10

Nos. Min. with sanitary napkin disposal system and physically challenged 1 Unit (unisex)

b. Drinking water with RO and water ATM facility.

c. Kitchen and restaurant facility with furniture.

d. Shops for general stores, ATM, food plaza, etc.

e. Shop for servicing of vehicles.

f. Security centre.

g. External and Internal beautification.

h. Children’s play area.

i. Internal roads,

j. Compound wall,

k. Sewage treatment plant and effluent treatment plant.

l. Provision of electrical work shall include but not limited to the following –

i) Street lights.

ii) Solar lights

iii) Internal electrical installations, with inverter facility.

iv) CCTV installation

v) External electrifications including transformers, DG sets, etc.

m. Paving, parking place, park etc.

n. External water supply.

The following are the parameters that shall be ensured by the Concessionaire:

I. JAN SUVIDHA KENDRA :

a. The Jan Suvidha Kendra shall have provision for required toilet seats men and women

as specified in the norms and specifications.

b. The Jan Suvidha Kendra shall be constructed in accordance with the following:

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Area of the Site (in

square feet)

19224.68 Sq. Ft.

Built up area (in square

feet)

Minimum Built – up

Area (in square feet)

2421.00 Sq. Ft.

Maximum Built – up

Area(in square feet)

3228.00 Sq. Ft.

c. The Concessionaire shall develop toilets, to have other basic facilities, such as hand

washing, solid and menstrual waste disposal, baby pad changing table, proper

ventilation, lighting, security system for privacy shall have to be provided for

functional requirement.

d. Toilets shall have easy accessibility for handicapped and secure accessibility for

women. For persons with physical disabilities the design should provide facilities

such as ramp for access, hand rail inside the Jan Suvidha Kendra, etc., as per

specifications.

e. Standard area covered under the toilet shall be as per the drawings provided by the

Engineer – in – charge. Number of seats can be increased or decreased depending

upon the specific requirement and availability of space with the approval of

Authority.

f. Design should be user friendly, rugged, vandalism – proof and fire resistant to

ensure safety of equipment and installations as well as the Users.

g. Design should also take care of the requirements of maintenance and proper

accesses for cleaning of drains should be provided. Such accesses should be leakage

proof to ensure proper hygiene.

h. The specifications to be adopted for finishing items such as flooring, wall lining etc.

shall have to be of water resistant materialsof1stquality. Flooring to be anti – slip

and with proper drainage system.

i. For safety/ rescue, break – ins of (internal) toilet doors should be part of design.

j. Green concepts in design such as use of natural lighting / ventilation, scientific

disposal of waste shall be encouraged.

k. The words “Jan Suvidha Kendra” in English and Marathi should be prominently

displayed on one panel in front on a properly lighted Billboard of minimum size 2’x8’.

l. The signage for entry for men, women and physically challenged should be

prominently displayed on the respective entry gates in English, Hindi and symbols.

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m. On the inside of the toilet, there should be information panels, prominently and

clearly displaying dos& don’ts, safety instructions, identification details of the toilet,

cleaning schedule, details about complaint registration system in place, telephone

number, e–mail address of Concessionaire’s nodal person for receiving complaints,

and telephone number of Engineer – in – charge, official number for escalating the

complaint (if not attended). These information panels should be in Marathi and

English. The information panels should be of good quality, screen printed and

sufficient size (small stickers not acceptable). The mounting should be rugged and

tempering proof.

II. DEVELOPMENT CONTROLS:

The Concessionaire shall be required to construct the project only in the allotted space/land

as per prevailing byelaws, government rules, design and specifications approved by the

competent authority. Necessary Clearances regarding approach roads to Project shall be

taken from the Competent Authorities.

Following are the conditions that should be ensured:

A. Common Instructions:

a. The construction/ installation should be exactly as per the design, plan and

specification as mentioned in Project Report and as approved by the Authority.

b. The septic tank in the Jan Suvidha Kendra should be constructed in such a

location to provide access to the vacuum truck to remove the septage if sewer

system is not present.

c. The toilet construction should not create unsecure spaces nor around it causing

safety concern.

d. Proper sewage connection to been sure so that no water logging or unhygienic

conditions are created nor around the toilet.

e. The area around the toilet to be rest ordain proper manner and no debris,

building material, garbage, broken pavement/ kerb– stones/interlocking tiles/CC

should remain within 10 meters of the toilet so constructed.

f. During the construction, the Concessionaire (or his contractors) shall ensure

proper up keep for collecting debris and proper scientific disposal of debris.

g. Land/space for off-site pre–fabrication (if required) shall be organized by

Concessionaire a this own cost.

h. Construction/ Installation should be of high quality and finish to ensure proper

cleaning, maintenance hygiene, prevent water logging and blockages and to

facilitate ease of maintenance.

i. Lighting system should be adequate and all fixtures should be vandalism– proof.

j. Plumbing should be of good quality UPVC / CPVC, water conserving, and

vandalism– proof.

k. Electricity and water connection from utility agency shall be obtained by the

Concessionaire.

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l. Adequate fire– safety measures complying with all fire safety norms shall be

installed and maintained.

m. Concessionaire not only depending on the roof top tanks, has also required to

plan underground storage (of water) and pumping arrangements as per

capacity given.

n. In are as where frequent break down/ load– shedding of electricity

(Concessionaire need to make an assessment of such locations), Concessionaire

may also be required to plan Inverter arrangements. Generator causing air and

noise pollution shall not be allowed to be used as an alternate source of

electricity except in exceptional circumstances.

B. Instructions for displaying Advertisement for Concessionaire

a. The Concessionaire shall be required to include the advertisement boards

design to the proposed sites in the Project Report shall be submitted to

Authority;

b. No Advertisement shall be displayed by the Concessionaire until the Jan

Suvidha Kendra has been made operational. Further, the Concessionaire shall

loose the right to display advertisement whenever the toilet, for any reason,

becomes non – operational;

c. 70% of outside space in the plot assigned can be utilized for Advertisement

purpose; and,

d. The specific parameters with respect to height the display should be as per laid

down in the outdoor advertisement policy approved by Hon’ble Supreme Court/

High Court / Government Resolution thereof. The advertisement shall also be

strictly in accordance with the specific provisions as laid down in the Authority,

Acts, Bye-laws, all other terms& conditions of allotment and outdoor

advertisement policy of Authority.

e. The minimum specifications of the display shall be as follows:

i. Material: All structures/frame to be made of galvanized steel.

ii. The structure /frame to be treated with hot dip or hot sprays

galvanization.

iii. All screws and nuts to be made of stainless steel and there should be

spot welding at all the nuts to prevent vandalism.

iv. The structure /frame should be dimensioned to withstand local wind

gusts according to regulations.

v. The structure /frame to be properly powder coated for protection against

rusting.

vi. All materials should be non – flammable.

vii. All sharp corners should be eliminated.

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viii. Parts used should not be fragile and safety secured to its foundation with

20 mm anchor fasteners or chemical fasteners which make the furniture

more stable and joint fasteners not visible from outside.

f. Mandatory display of certain information on the advertisement site: The

advertiser shall display the following information on aboard of size2feetby1.5

feet on front side:

i. Jan Suvidha Kendra / logo

ii. Site location name

C. CIVIL AND JOINERY WORK:

a. RCC structure.

b. Plinth 600 mm.

c. External walls 230 mm in AAC Block masonry

d. Internal walls 115mm

e. Internally 20mm neeru finished plaster

f. Externally 20mm sand faced plaster

g. 1000 X 1000 mm Rustic Finished Vitrified Tiles

h. 600 X 600 mm Glazed Vitrified tiles for Dado in Kitchen, washing area.

i. 600 X600mm Rustic Tiles for flooring in Toilets.

j. ACP/ metacular sheets/GRC sheets/ tensile roof sheets.

k. UPVC doors and all window frames.

l. Toughened glass doors, partitions (frontage of shops).

m. Sliding windows with glass and UPVC frames.

n. Perforated sheet for Rolling shutters.

o. Parryware/ hindware/ Kohler Sanitary appliances with soft close toilet seats.

p. Jaguar plumbing accessories with sensor systems.

q. UPVC/CPVC pipes for piping.

r. Rain water harvest to bore.

s. STP with waste water treatment tank.

t. Solar lights/ LED Lights in entire campus.

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u. Fixed granite furniture in pantry.

v. Enough CCTV camera.

w. LED lights in centre.

x. Under ground water tank of 1,00,000 litres capacity. And 50,000 litres capacity

overhead tank.

y. Covered shed for generator, gas storage in separate compartment with piped

gas connections in kitchen.

z. Lustre paint internally and apex paint externally.

aa. Concrete floored roads for parking and in premises.

bb. GRC screen walls @ 15 sqmts.

D. Toilet Unit:

a. Basic structure shall comprise of AAC / brick masonry and RCC roof slab to be

constructed as per relevant IS codes.

b. Cement plaster in ratio of 1:4 (one cement : 4 coarse sand) shall be provided.

c. Flooring shall comprise of granite / Vitrified as per the specifications and the

colour as approved by Authority.

d. 8” x 12” glazed tile dado upto 7”-00” height shall be provided except in the

store and entrance area. The make & colour shall be as approved by Authority.

e. Min. 4” high skirting shall be provided of the same material as of the flooring.

f. Granite frames for all doors and windows.

g. Door shutter of min 35 mm thick with granite frame and panel of pre- laminated

board shall be provided. FRP doors for toilet blocks shall be provided.

h. Anodised aluminium sliding window shall be provided.

i. Wash hand basins shall be provided in the counters as indicated in the drawing.

j. The counter shall be of granite.

k. Approaches to the toilets shall be provided from pathways and adjoining areas

as feasible. Such approaches shall be laid with precast paver block so fat least

40 mm thickness.

l. External finish shall be of factory manufactured precast tiled adding of the size

and colour to be approved by Authority.

m. Internal wall surface shall be finished with good quality plastic emulsion paint of

make and shade to be approved by Engineer – in – charge.

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E. Fittings and fixtures:

a. The ceramic fixtures shall be of first quality white/coloured and of the reputed

makes such as Jaguar/ hindware/ Kohler etc. as approved by Authority.

b. Round/oval wash hand basins shall be provided.

c. First quality C.P. fixtures and fittings shall be of the reputed make such as

Jaquar, Hindware/ Kohler etc. as approved by Authority.

d. The required numbers of EWC and one Indian Type Orissa Pan WC with

flushing valve shall be provided. The men and women section should not be

together and should be separate. The pans should be manufactured by a

company which has Bureau of Indian Standards approval. Arrangements for

use by physically challenged person be also made or a separate WC facility

which is friendly for physically challenged person be carved out in the toilet

block.

e. Liquid soap dispenser shall be provided for wash hand basin for ladies & gents

use.

f. Mirrors with full width of counter of wash hand basin of Belgium / Modi

g. Float make shall be provided.

h. Water filter with RO, water cooler or Mineral water dispenser shall be provided

for drinking water.

i. At least two hand driers shall be provided of the make as approved by

Authority.

j. All other accessories shall be provided of the make to be got approved from

Authority.

F. Electrical:

a. Concealed conduit pipe with standard copper wire (ISI marked) shall be

provided.

b. Plate type switches and accessories of standard make such as Legrand/ MK,

Anchor, etc.

c. Electrical layout drawings shall be approved by Authority.

d. Exhaust fans/fresh air fans of any of the reputed makes such as Crompton

Greaves / Havells/ BAJAJ, etc. shall be provided.

e. Arrangement of alternate source of energy (Solar energy) shall be provided

with compatible electric layouts, fittings & fixtures.

G. General:

a. Tensile structure as per drawing shall be provided. Double wall polycarbonate

sheet roofing shall be provided over the skylight etc. as per the drawings

approved by Authority.

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b. Water proofing treatment as per PWD specifications shall be provided over the

roof in addition to the terracing.

c. The external treatment of the walls such as GRC ( ) shall be got approved from

Authority.

d. The illumination of the advertisement panel shall be as per the requirement

and as permitted by the civic authorities.

e. The layout and facilities provided shall be universal design.

f. The Jan Suvidha Kendra built should be physically challenged friendly.

Note : The make and colour of all fittings and fixtures shall be subject to approval of

Authority.

The allotment of work is subject to modifications in the specifications and compliance

of guidelines as may be prescribed from time to time.

III. Construction Guidelines:

The following are the construction guidelines shall be incorporated and implemented in the

Project Report and shall be submitted by the Concessioner for approval of Authority:

a. The inside height of Toilet complex should be as per drawings. The layout of the toilet

block would depend on the availability of space and other local conditions.

b. The sketch plan in the Project Report of the proposed toilet blocks of each site

indicating the minimum specifications to be adopted along with tentative key plan

etc. are enclosed. The Concessionaire shall prepare the working drawings based on

the site, ground and infrastructure details in consultation with Authority and get it

approved from competent authority(ies) before start of construction activity.

c. The floor should slope gently towards the floor trap. The floor of W.C area should be

sunk to avoid the flow of water outside the W.C area.

d. Internal finishing shall be done as approved by Authority.

e. All water pipes, drainage and waste pipes would be concealed.

f. The lay out plan containing sites, orientation etc. of latrines and urinals and showing

plumbing lay out and various fixtures like taps, water closets, cisterns, sinks, mirror

etc. including electrical fixtures as also materials to be used for different purpose

should be got approved from Authority. The plan should also show disposal of

sewage and sewerage drains.

g. The Concessionaire is entirely responsible for the design, construction/installation,

maintenance and removal of all temporary works employed. The Concessionaire

shall be responsible for the safety of the works, operatives, adjoining property,

structures of services and compliance with appropriate regulations and codes of

practice.

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h. The are as around each toilet block shall be constructed / installed/ developed by

proper approaches from pedestrian pathways and from all sides as feasible and

paved by paving blocks and same shall be maintained by the Concessionaire and

free from any obstructions and encroachments. The adjoining areas upto10 mtrs.

From the external face of the toilet block subject to availability of area, shall be

landscaped, kept green & maintained. The area shall be kept well lighted by the

Concessionaire at his cost. b.

a. During construction/installation, all services or utilities on or adjoining the Project

site which are required to be maintained operational shall be protected from

movement, subsidence or damage from any cause whatsoever by adequate

temporary props, struts, shores and protective screens to the installed/developed. c.

a. The Concessionaire shall be responsible for adhering to safety regulations for Users

and workman’s as notified under Law.

b. PVC insulated cables shall be used in general for internal wiring purposes as per

Bureau of Indian Standard (BIS) amended up to date and mentioned in the IS

Standard.

c. All Civil/building/structural works shall conform to Public Works Department (PWD)

specifications for class-1building works and standards as given in the National

Building Code (NBC) guidelines.

d. The Concessionaire shall construct structurally sound and aesthetically appealing

facilities to the satisfaction of the Authority as per working drawings approved by

the competent authority. However, in areas where deviations are necessitated due

to space or locational constraints, the Authority shall permit variation.

e. After completion of each facility, the Concessionaire shall provide 5 sets of Project

Reports including plans/Drawings of various services provided therein e.g.

electricity, water supply, sewerage, drainage etc., indicating covered area,

advertisement area along with inventory of various fitting sand fixtures.

f. The Concessionaire shall plant flowering and other shrubs in the campus and water

them subject to the plan approved by the Authority.

g. The electricity and water charges for construction, running and maintenance of toilet

including the adjoining area shall be borne by the Concessionaire and will be paid

directly to the concerned authorities by the Concessionaire.

h. Proper arrangement shall be made by the Concessionaire to avoid any hindrance to

the traffic during construction, operation and maintenance of the Public

Conveniences. Diversion of traffic, if required, shall be arranged by the

Concessionaire as per traffic police requirements at his own cost.

i. The Concessionaire shall obtain necessary electricity, water and sewerage

connections from the respective authorities in his/ her own name and shall be

responsible for clearance of all the dues for the contract period, in time. On the part

Page- 156 of 199


of the Authority, only a ‘No Objection Certificate’ shall be issued on a specific

request, to enable the Concessionaire to obtain electricity / water / sewerage

connections in his/ her name or in the name of his/ her firm. Proper sewerage/

drainage treatment shall be done by the Concessionaire, wherever required.

j. The Concessionaire shall take all precautions to avoid any accidents during

construction / repair /maintenance / operation of the toilet blocks, electrical/

sanitary fittings and fixtures. If any accident occurs during construction / repair /

maintenance / operation of Public Conveniences /fittings and fixtures, the

Concessionaire shall be directly responsible for the damages or any other

consequences, whatsoever and Authority shall be kept harmless.

IV. Operation and Maintenance Guidelines:

a. The Jan Suvidha Kendra shall remain open 24 hours a day including Sunday and

holidays except under exceptional circumstances when this is not possible.

b. The designated premises shall be serviced, cleaned and maintained according to the

Authority’s requirements on all 7 days of the week with no exceptions except in the

case of Force Majeure as specified in this Agreement.

c. The liquid soap shall be made available at free of cost at all time during operation.

d. The Concessionaire shall make own arrangement for security of the toilet block and

its fixtures.

e. The Concessionaire shall furnish the names of the persons who have been appointed

as attendant/caretaker for the toilet blocks and their names will be registered with

the Authority. The said attendant/ care taker of the Concessionaire shall not allow

any other person to occupy the toilet blocks.

f. The Concessionaire shall ensure that each toilet structure displays a sign saying

“built and maintained by M/s < Concessionaire> for Authority along with the logo of

Authority and well lit “Community toilet” prominently on the walls. The height of

these letters shall be at least 15 cms.

g. The Concessionaire will not allow any person to use Public Convenience for

residential purpose or for stocking of any material etc, and not keep any animal in or

around the complex other than two attendants–cum – sweepers at each toilet block,

one for men and second for women to ensure continuous service.

Page- 157 of 199


V. Maintenance schedule and standards

The Concessionaire shall adhere to the conditions set out in Table-1 and Table-2 below :

Table-1

Utility Service Output Maximum Tolerance

Level

Permissible time

limit for

repairs/

rectifications

Toilet floor Smooth and free

from cracks,

chippingor any other

similar damage.

Keep clean, dry,

without any litter,

stain etc.

Nil Repaired/ rectified

within 7 day.

Debris/garbage/

other litter shall be

removed

immediately upon

detection Damaged/

dysfunctional

dustbins/ spittoons

shall be repaired/

replaced

immediately upon

the detection

Advertising

panels and

supporting

structures

No Cracks,

breakages or

corrosion of metal

surfaces No stains

No defaced/

discoloured surface

Notmorethan5%of

surface shall be

damaged/defaced/

discoloured, subject to,

the damaged/ defaced/

discoloured area not

exceeding a maximum

areaof1Sqm in one single

patch.

Repaired/rectified

within 7 days from

detection

Chairs/seats Shall be clean and

free from Damage

Nil Repair/ replace in 2

days

Page- 158 of 199


Information

boards/sign

ages

Visible legible and

functional

Nil Obstructions shall

be removed

immediately upon

the detection

Dirty information

boards/signage

shall be cleaned

immediately upon

the detection

Damaged

information

boards/signage

shall be

repaired/replaced

within 24 hours of

detections

Lights All lights fully

functional and

illumination as per

construction

requirements

100% of the light shall

be fully functional

Any faulty light

bulb/tube shall be

repaired/replaced

within 24 hours of

detection

Page- 159 of 199


Table–2

No. Particulars Specifics

1 Replacement of worn/ damaged all plumbing

fittings on regular basis as and when damaged

broken/

Bib cocks, Urinal push cocks,

all CP fittings, Orissa pans,

European water closets,

wash basins urinal pans,

flush tanks, float valves, GI

pipe fittings, Nahani Traps,

Gratings

2 Replacement of damaged/spoiled all electrical

fixtures on regular basis as and when damaged/

broken

Light fixture, Electrical bulbs,

bulk headlights, fuses, MCB’s,

Meters.

3. Regular repairs as and when damaged Water lifting pumps and

accessories, water level

controller

4. Attending regular repairs Clearing the blockages in

water closest/sanitary line.

5. Replacement of other fixtures Towel rods/ring, C.P soap

Dispensers, Broken mirrors,

CP paper holders

6. Replacement of pipes damages/ Broken All exposed GI, soil pipes,

PVC pipes.

7. Replacement of RO unit

VI. Maintenance of Records

TheConcessionaireshall maintain all there cords of:

a. The bills paid to service providers like water and power supply etc.;

b. Recordon number of Users using the Jan Suvidha Kendra;

c. A Suggestion Book for the Users; and,

d. The Concessionaire shall maintain proper books of accounts of the advertisements

displayed from time to time submit details of the same at time of making payment of

advertisement tax and produce the relevant books of accounts, as and when

specifically required by the Authority.

The toilet unit should be kept odour free by carrying out the following activities:

a. Timely cleaning of all the sanitary fixtures by the management staff;

b. Use of air fresheners in the WC and the urinal area;

Page- 160 of 199


c. Use of exhaust fans in all passages and corridor of the Jan Suvidha Kendra;

d. Design of the Jan Suvidha Kendra will provide for maximum natural ventilation and

lighting; and,

e. Greening and landscaping around the Jan Suvidha Kendra and the adjacent walls to

discourage the misuse of its surroundings and improve ambience.

The toilet block must be kept dry at all times in the following manner:

a. The sanitary fixture will be dry at all times so as to give the same quality to all

customers.

b. These at for the EWC will be kept dry.

c. All the fixtures will be kept clean at all times so as to give every customer the same

quality of clean lines soft he facility.

d. Periodic flushing of the urinal, and periodic cleaning by the staff using standard

cleaning agents and procedures.

e. Periodic cleaning of the WC’s by the staff using standard cleaning agents and

procedure.

Public convenience will be provided with good quality consumables, including the following:

a. The liquid soap/ soap cakes of standard quality and make, which will be provided in

the wash basins;

b. The public convenience rolls will be of standard quality and make; and,

c. The quality of hand driers are maintained in proper condition for the customer’s

usage.

The consumables to be available at all time sand will be replaced as soon as required. To

facilitate this, enough stock of the consumables for at least a week will be made available at

all times. This will include:

a. Replacement of all consumables as and when required.

b. Repair any defective fixture before next use and all replacement shall be of original

specifications and design.

c. Provide clean and dry consumables for each customer.

Page- 161 of 199


d. The Concessionaire shall have kept and maintain at the public convenience an

inspection card containing the following details:

No PARAMETERS YES NO NA

I CATEGORYA

1 Water supply

2 Electricity

3 Drinking Water

II CATEGORY –B

1 Toilet Block - Interior; Odour free

2 Flooring; Dry & Clean

3 Consumables: Adherence to quality

recommended

4 Exhaust fans & automatic hand driers

5 Advertisement - adherence to standards

6 Consumables: Stock as per standards

7 Dress code/ Uniform – Adherence to standards

8 Availability of cleaning equipments

9 Bookkeeping- Suggestion Book & complaint

register

III CATEGORY –C

1 Walls; Dry & Clean

2 Wash basin Dry & Clean

3 Litterbins; Clean

4 Windows; Clean

5 Door; Clean

6 Glass (Windows & ventilators); Clean

7 Mirror; Clean

8 Waiting area; Clean

9 Litter bin clean

10 Landscaping Maintenance

11 External building Surface Clean

Page- 162 of 199


12 Surroundings Clean

13 Tickets format - adherence to standards

14 Bookkeeping- Consumables stock

15 Behaviour of staff

16 Communication

Page- 163 of 199


SCHEDULE– II

FORMAT OF PERFORMANCE SECURITY

(Bank Guarantee)

PERFORMANCE BANK GUARANTEE OF CONCESSIONAIRE

Bank Guarantee No.: Dated:

Issuer of Bank Guarantee:

Name of the Bank ____________ ____________ (hereinafter referred to as the “Bank”)

Beneficiary of Bank Guarantee:

Executive Engineer, Public Works (South) Division, Kolhapur.

Nature of Bank Guarantee:

Unconditional and irrevocable Bank Guarantee.

Context of Bank Guarantee

Performance during Concession Period in respect of draft Agreement to be executed amongst the

Executive Engineer, Public Works (South) Division, Kolhapur. (“hereinafter referred to as

the Authority), and(hereinafter referred to as the “Concessionaire”) for the Project titled

“DESIGN, BUILD, FINANCE, CONSTRUCTION, DEVELOPMENT, IMPLEMENTATION,

OPERATION AND MAINTENANCE OF THE JAN SUVIDHA KENDRA, AT AMBOLI AJARA

GADHINGLAJ SANKESHWAR ROAD SH-188 (AJARA REST HOUSE TAL.-AJARA,

DIST.-KOLHAPUR), MAHARASHTRA” (hereinafter referred to as the “Project”), provided

however, such context of the Bank Guarantee or reference to the Agreement in this Bank Guarantee

shall in no manner be relied upon at any stage to adversely affect or dilute the unconditional and

irrevocable nature of this Bank Guarantee. The title of this Guarantee i.e. “Performance Security”

shall in no manner and at no stage be relied upon to adversely affect or dilute the unconditional and

irrevocable nature of this Bank Guarantee. The Contract of Bank Guarantee is an independent

Contract between the Bank and Executive Engineer, Public Works (South) Division, Kolhapur

and is not dependent upon execution nor performance of any Agreement amongst Executive

Engineer, Public Works (South) Division, Kolhapur and ____________________

___________________ (name of the Concessionaire).

Operative part of the Bank Guarantee:

1. At the request of the Concessionaire, we __________________, (name and address of the

bank), hereinafter referred to as the “Bank”),do hereby unconditionally and irrevocably affirm

and undertake that we are the Guarantor and are responsible to the Executive Engineer,

Public Works (South) Division, Kolhapur i.e. the beneficiary on behalf of the

Concessionaire, upto a total sum of Rs._______________ (Rupees _____________

___________________________ only), such sum being payable by us to (short form of

the ULB _____________________), immediately upon receiptt of first written demand from

the Executive Engineer, Public Works (South) Division, Kolhapur

Page- 164 of 199


2. We unconditionally and irrevocably undertake to pay to the Executive Engineer, Public

Works (South) Division, Kolhapur demand from and without any cavil or argument or delaying tactics or reference by us to Concessionaire and without any need for the Executive

Engineer, Public Works (South) Division, Kolhapur to convey to us any reasons for invocation of the Guarantee or to prove the failure to perform on the part of the Concessionaire or to show grounds or reasons for the demand or the sum specified therein,

the entire sum or sums within the limits of Rs.______________________ (Rupees

________________________________ Only).

3. We hereby waive the necessity of the Executive Engineer, Public Works (South)

Division, Kolhapur demanding the said amount from Concessionaire prior to serving the Demand Notice upon us.

4. We further agree and affirm that no change or addition to or other modification to the terms of the Agreement, shall in any way release us from any liability under this unconditional and

irrevocable Guarantee and we hereby waive notice of any such change, addition or modification. We further agree with the Executive Engineer, Public Works (South)

Division, Kolhapur form of the ), that the shall be the sole and the exclusive judge to determine that whether or not any sum or sums are due and payable to him by Concessionaire, which are recoverable by the ( ), by invocation of this Guarantee.

5. This Guarantee will not be discharged due to the change in constitution of the Bank or the

Concessionaire. We undertake not to withdraw or revoke this Guarantee during its currency/ validity period, except with the previous written consent of the ______________________.

6. We unconditionally and irrevocably undertake to pay to the _____________ , any amount so

demanded not exceeding Rs. _______________ (Rupees __________________________

only) notwithstanding any dispute or disputes raised by Concessionaire or anyone else in any

suit or proceedings before any dispute review expert, arbitrator, court, tribunal or other

authority, our liability under this Guarantee being absolute, unconditional and unequivocal. The

payment so made by us under this Guarantee to the______________, shall be a valid

discharge of our liability for payment under this Guarantee and the Concessionaire shall be a

valid discharge of our liability for payment under this Guarantee and the Concessionaire shall

have no claim against us for making such payment.

7. This unconditional and irrevocable Guarantee shall remain in full force and effect and shall

remain valid until ___________. This Bank guarantee shall be payable at city of the Executive

Engineer, Public Works (South) Division, Kolhapur, at Kolhapur branch of the Nationalised bank ____________________

Notwithstanding anything contained herein:

1. Our liability under this Bank Guarantee shall not exceed Indian Rs.__________________

(Rupees _________________________________only).

2. This unconditional and irrevocable Bank Guarantee shall be valid w.e.f. to ____________.

3. We are liable to pay the guaranteed amount or any part thereof under this unconditional and

irrevocable Bank Guarantee only and only if the Executive Engineer, Public Works

(South) Division, Kolhapur serves upon us a written claim or demand on or before

______________.

Authorized Signatory for Bank

Page- 165 of 199


SCHEDULE–III

CALCULATION METHOD FOR PREMIUM

Premium shall be calculated for as per following method:

This example is for illustration purpose, one should run financial model for the calculation.

Sr. No. Particulars Unit Amount

1. Ready Reckoner rate of the land area as per IGR

Calculations

Rs. 14,47,211

2. Multiplier for Land valuation 5

3. Market value of land (Sr. No. 1 X Sr. No. 2) 72,36,055

4. Rental income % in the area

(This may vary from place to place according to location

of the land)

8%

5. Annual premium for year 1 (Sr. 3 X Sr. 4) 5,78,884

6. Rate of interest considered for calculating present value

of rent

12%

7. Present value of rent calculated as Table P-1

Table P-1

Year Period Rent Increase for

the year

IRR % NPV

From To

1 01-12-17 30-11-18 578884 0% 12% 516861

2 01-12-18 30-11-19 636773 10% 12% 507631

3 01-12-19 30-11-20 700450 10% 12% 498567

4 01-12-20 30-11-21 770495 10% 12% 489664

5 01-12-21 30-11-22 847545 10% 12% 480920

6 01-12-22 30-11-23 932299 10% 12% 472332

7 01-12-23 30-11-24 1025529 10% 12% 463897

8 01-12-24 30-11-25 1128082 10% 12% 455613

9 01-12-25 30-11-26 1240890 10% 12% 447477

10 01-12-26 30-11-27 1364979 10% 12% 439487

11 01-12-27 30-11-28 1501477 10% 12% 431639

12 01-12-28 30-11-29 1651625 10% 12% 423931

13 01-12-29 30-11-30 1816787 10% 12% 416361

14 01-12-30 30-11-31 1998466 10% 12% 408926

15 01-12-31 30-11-32 2198313 10% 12% 401623

Present Value

of Land Rent 6854928

Page- 166 of 199


Working for incremental revenue in case of increase in market value of the property

Table P-2

Ye

ar Period

Ready

reckoner

rate at

the

begin-

ing of

the year

Mul

ti-

plie

r

( Land

Aqui-sition

Value)

Rental

Incom

e (%)

Revised

Rental

Income

Origina

l

Rental

income

conside

red for

financi

al

model

Differen

ce

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10)

From To Rs

1

01-

12-17

30-

11-18 1447211

5.00 72,36,055 8.00% 5,78,884 578884 0

2

01-

12-18

30-

11-19 1628112

5.00 81,40,562 8.00% 6,51,245 636773 14472

3

01-

12-19

30-

11-20 1831626

5.00 91,58,132 8.00% 7,32,651 700450 32200

4

01-

12-20

30-

11-21 2060580

5.00 1,03,02,899 8.00% 8,24,232 770495 53737

5

01-

12-21

30-

11-22 2318152

5.00 1,15,90,761 8.00% 9,27,261 847545 79716

6

01-

12-22

30-

11-23 2607921

5.00 1,30,39,606 8.00% 10,43,168 932299 110869

7

01-

12-23

30-

11-24 2933911

5.00 1,46,69,557 8.00% 11,73,565 1025529 148036

8

01-

12-24

30-

11-25 3300650

5.00 1,65,03,251 8.00% 13,20,260 1128082 192178

9

01-

12-25

30-

11-26 3713232

5.00 1,85,66,158 8.00% 14,85,293 1240890 244403

10

01-

12-26

30-

11-27 4177386

5.00 2,08,86,928 8.00% 16,70,954 1364979 305975

11

01-

12-27

30-

11-28 4699559

5.00 2,34,97,794 8.00% 18,79,823 1501477 378346

12

01-

12-28

30-

11-29 5287004

5.00 2,64,35,018 8.00% 21,14,801 1651625 463177

13

01-

12-29

30-

11-30 5947879

5.00 2,97,39,395 8.00% 23,79,152 1816787 562364

14

01-

12-30

30-

11-31 6691364

5.00 3,34,56,819 8.00% 26,76,546 1998466 678080

15

01-

12-31

30-

11-32 7527784

5.00 3,76,38,922 8.00% 30,11,114 2198313 812801

In the above table P-2, department will change the amount in column (4).

Page- 167 of 199


SCHEDULE–IV

THE SITE

Sr.

No. District Name of road Location

Available

area

of Land

( Sq. M)

P.W. Circle, Kolhapur.

1. Kolhapur AMBOLI AJARA GADHINGLAJ

SANKESHWAR ROAD SH-188

Ch.27/400 19224.68

Sq. Ft.

Page- 168 of 199


SCHEDULE–V

FORMAT OF AUDIT REPORT

Check list and Mark list for Audit

No PARAMETERS Maximum

Marks

Marks

Obtained

I Group A - 101

1 Drinking Water 30

RO In working condition 6

Regular Servicing of RO 6

Cleaning of water storage tank 6

Water glass availability 6

Leakages and cleanliness at Water drinking area 6

2 Toilet Facility 30

Toilet Block - Interior; Odour free 6

Condition of CP Fixture, pipes, washbasin, Mirror 3

Flooring; Dry & Clean 3

Exhaust fans & automatic hand driers 3

Soap Dispenser 3

Availability of cleaning equipment 3

Storage Tank and Water Supply 3

Leakages of Water Tap, plumbing Leakages 3

Cleaning Register 3

3 Parking 10

Parking space availability 3

Parking management 2

Condition of Shed 3

Condition of Pavement, Marking 2

4 Electrification in premises 10

Lighting in Parking area 2

Lighting in Toilets 2

Lighting in Canteen 2

Lighting in Porch 2

Lighting on Advertising Area 2

5 Overall Cleanliness 21

Overall Premises, Odour free 10

Dress code / Uniform for housekeeping staff- Adherence to

standards

5

Dustbin 6

Page- 169 of 199


II Group B 99

1 Structure

Status of Fabricated Structures - 20

Advertising Flex, 5

Parking Shed, 5

Entrance Gate, 5

Mobile Tower 5

2 Civil Work 32

External Walls 4

Internal Wall 4

Compound Wall, 4

External Paints 4

Internal Paints 4

Doors, Windows, Shutters, Ventilators 4

Underground Water tank 4

Roof, Ceiling, Tensile structure 4

3 Electrical 12

Overall Internal Electrical Installations 4

Street lights 4

D G Set, inverter, power back up 4

4 Misc 14

Landscaping 3

Children Play area 3

Book keeping - Suggestion Book & complaint register 3

Information and Display Board 3

Behaviour of staff 1

Communication 1

5 Canteen 21

Sufficient Furniture in restaurant 3

Cleanliness in Restaurant area 3

Cleanliness in Kitchen area 3

Licence from Food & Drug Authority 3

Quality of Food 3

Consumables: Stock as per standards 3

Consumables: Adherence to quality recommended 3

III Total Group A + Group B 200

Page- 170 of 199


** There shall be a negative marking on event occurring as follows,

Sr. No. Particulars Negative marks

1. Employed any labour not permissible as per Article

10 of this agreement

40 marks

2. Has not taken any of necessary permission as

required as per Article 10 of this agreement

40 marks

3. Has done any activity beyond sanction design/plan,

in contravention with Applicable Laws, the terms

and conditions of this Agreement, the Clearances

and Good Industry Practice.

40 marks

4. Has done construction / development beyond the

land allotted to Concessionaire

40 marks

Page- 171 of 199


SCHEDULE – VI

CERTIFICATE BY EXECUTIVE ENGINEER AT TIME OF COMPLETION OF

IMPLEMENTATION

(Format of Certificate to be issued by Executive Engineer as per the Agreement for

Implementation completion of construction work of Jan Suvidha Kendra and

achievement of commercial operation date)

------ On the letter head of the Executive Engineer --------

Date _____

To,

Name and Address of Concessionaire

Sub : Issuance of Implementation completion certificate for Jansuvidha Kendra located at

Ajara, Dist.Kolhapur, Maharashtra.

Ref: 1. Work order / LOA issued for said project, by this office no.____ dated ___

2. Your request letter no.____ dated____

3. Report from Deputy Engineer_____ dated _____

Sir,

This is to certify that, work allotted to you for construction / Implementation of Jan Suvidha

Kendra at Ajara, Dist.Kolhapur has been successfully completed by you. Details of the same

are as follows;

1. Bid Due Date

2. Reference Date for Bid Price

3. Appointed Date

4. Construction Period

5. COD

6. Operations Period

7. Concession Period

8. Concession Period Closure

9. One time Premium paid towards land rent at the time of Bid

10. Amount of Performance Security deposit not to be released

till termination

11. Whether project constructed on allotted land?

12. Is construction as per specification?

(If not, same shall be reported in this letter with a separate

annexure)

13. Whether all services are working?


annexure)

Page- 172 of 199


14. Project Completion cost (Excluding cost as per sr.

no.9, Interest during construction if any)

Breakup of the same is as follows

a. Cost of Civil Structure

b. Cost of Furniture

c. Cost of Kitchen Equipments

d. Other structure (if Any)

You may start operations immediately on the receipt of this letter.

Executive Engineer,


Kolhapur.

Page- 173 of 199


SCHEDULE – VII

FORMAT FOR WORKING OF PREMIUM PAID


At the time of

Bid

Year Period Rent Increase

for the

year

ROI % NPV

From To

1 01-12-17 30-11-18 380016 0% 12% 339300

2 01-12-18 30-11-19 418017 10% 12% 333241

3 01-12-19 30-11-20 459819 10% 12% 327290

4 01-12-20 30-11-21 505801 10% 12% 321446

5 01-12-21 30-11-22 556381 10% 12% 315705

6 01-12-22 30-11-23 612019 10% 12% 310068

7 01-12-23 30-11-24 673221 10% 12% 304531

8 01-12-24 30-11-25 740543 10% 12% 299093

9 01-12-25 30-11-26 814597 10% 12% 293752

10 01-12-26 30-11-27 896057 10% 12% 288506

11 01-12-27 30-11-28 985663 10% 12% 283354

12 01-12-28 30-11-29 1084229 10% 12% 278295

13 01-12-29 30-11-30 1192652 10% 12% 273325

14 01-12-30 30-11-31 1311917 10% 12% 268444

15 01-12-31 30-11-32 1443109 10% 12% 263651

Present Value of

Land Rent 4500000

Page- 174 of 199


SCHEDULE – VIII

CONSENT FOR SUB LETTING

-------- on the letter head of Executive Engineer ------------

To,


Sub: Issuance of No Objection certificate for sub letting of unit no. ___ at Jan Suvidha Kendra

located at Ajara, Dist.Kolhapur, Maharashtra.

Ref: 1. LOA issued for said project, by this office no.____ dated ___

2. Your request letter no.____ dated ____

Sir,

With reference to your request letter for obtaining permission of sub letting of unit no. ___ at

Jan Suvidha Kendra located at Ajara, Dist.Kolhapur, Maharashtra, this office is issuing you

the No Objection certificate, credentials of the same are as follows,

Name of tenant

Status of Tenant Individual / Partnership Firm

Communication address

Permanent Address

Contact Person

Contact Number

Email Id

Name of Business activity

Business activity

Number of labour / staff employed at the unit

Female staff employed

Business hours

Period of agreement From ----------- to ------------

You may please note that, period of agreement mentioned above shall be ending with earliest

of following,

a. Termination date of the project ( if any)

b. Concession Period Closure

c. End of agreement date as per your agreement with your tenant.

In case of any event prior to end of your agreement with your tenant, where you are required

to hand over the project to the department, the tenant is required to vacate the premises

allotted to him without any claim.

Page- 175 of 199


SCHEDULE – IX

FORMAT FOR AGREEMENT COMPLETION CERTIFICATE


Date _____

To,


Sub : Issuance of agreement completion certificate for Jan Suvidha Kendra located at Ajara,

Dist.Kolhapur, Maharashtra

Ref: 1. Work order / LOA issued for said project, by this office no.____ dated ___



4. Implementation completion certificate issued by this office no. __ dated ____

Sir,


Kendra at Ajara, Dist.Kolhapur, Maharashtra has been successfully completed by you and

Concession / agreement / operation period for the same has been completed.

Details of the same are as follows;

1. Bid Due Date


3. Appointed Date


5. COD





10. Details of structure and furniture handed over to authority

has been annexed herewith as separate annexure along with

photographs

This certificate has been issued in accordance with the Concession Agreement dated

_____________________________

For,

Executive Engineer,

P.W. (South) Division, Kolhapur

Authorised representative of Concessionaire

Kolhapur.

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SCHEDULE – X

FINANCIAL MODEL AND VARIOUS FORMATS FOR CALCULATION OF

TERMINATION PAYMENT

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SCHEDULE – XI

PROVISIONAL COMPLETION CERTIFICATE

(Format of Certificate to be issued by Executive Engineer as per the Agreement for

Provisional Completion of construction work of Jan Suvidha Kendra)


Date _____ To,


Sub : Issuance of Provisional Completion Certificate for Jan Suvidha Kendra located at Ajara,

Dist.Kolhapur, Maharashtra

Ref: 1. LOA issued for said project, by this office no.____ dated ___



Sir,


Kendra at Ajara, Dist.Kolhapur, Maharashtra has been successfully completed by you.

Details of the same are as follows;

1. Bid Due Date


3. Appointed Date


5. COD





10. Amount of Performance Security deposit not to be released

till termination

11. Whether project constructed on allotted land?

12. Is construction as per specification?


annexure)

13. Whether all services are working?


annexure)

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14. Project Completion cost (Excluding cost as per sr.

no.9, Interest during construction if any)

Breakup of the same is as follows

a. Cost of Civil Structure

b. Cost of Furniture

c. Cost of Kitchen Equipments

d. Other structure (if Any)

You may start operations immediately on the receipt of this letter, subject to completion of the

punch list items and the terms and conditions of the Concession Agreement dated

__________________________

Executive Engineer,


Kolhapur.

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SCHEDULE – XII

LAND LICENCE AGREEMENT

THIS LAND LICENCE AGREEMENT (the “Agreement”) is entered into on this the

________________ day of _______________________ at ____________________________

BETWEEN

PARTIES:

THE GOVERNOR OF MAHARASHTRA, through the Executive Engineer, Public Works (South)

Division, Kolhapur, (hereinafter referred to as the “Licensor”) which expression shall, unless the

context otherwise requires, include its administrators, successors and as signs) of the ONEPART;

AND

___________________________________ LIMITED, accompany within the meaning of the

Companies Act, 2013 with Corporate Identification Number (C.I.N.) __________________________

and having its registered office at _______________________________________________________

(hereinafter referred to as the “Licensee” which expression shall, unless the context otherwise

requires, include its successors and permitted assigns) of the OTHERPART.

The Licensor and the Licensee are hereinafter, collectively referred to as, the “Parties” and each,

individually as a “Party”.

WHEREAS

(A) The Licensor and the Licensee have entered into a Concession Agreement dated

_____________________ (the “Concession Agreement”) where under the Licensee has

agreed to “DESIGN, BUILD, FINANCE, CONSTRUCTION, DEVELOPMENT,


KENDRA, AT AMBOLI AJARA GADHINGLAJ SANKESHWAR ROAD SH-188 (AJARA

REST HOUSE TAL.-AJARA, DIST.-KOLHAPUR), MAHARASHTRA” (“Project”).

(B) The Licensor is the owner of the land (along with the buildings, constructions or immovable

assets thereon) at Ajara, Dist.Kolhapur, Maharashtra as described and delineated in the

Annex-I hereunder (the “Site”) and now desires to grant leave and licence rights in respect

of all the Site to the Licensee and the Licensee desires to take on leave and licence basis from

the Licensor, the Site for the purposes of undertaking the Project as per the terms and

conditions of the Concession Agreement.

NOW THEREFORE, in consideration of the promises and covenants herein set forth and for other

good and valuable consideration, the receipt, adequacy and legal sufficiency of which are hereby

acknowledged, the Parties mutually agree as hereunder.

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1. Definitions and Interpretation

1.1 Definitions

In this Land Licence Agreement, the following words and expressions shall unless repugnant

to the context or meaning thereof, have the meaning hereinafter respectively assigned to

them:

“Applicable Permits” means all clearances, permits, authorizations, consents and approvals

required to be obtained or maintained under applicable laws in connection with the Site and

the Project during the subsistence of the Land Licence Agreement;

“Encumbrance” means any encumbrance such as an easement, right of way, licence,

mortgage, charge, pledge, lien, hypothecation, pre-emptive right or security interest,

assignment, privilege or priority of any kind having the effect of security or other such

obligations, whether or not registered and howsoever arising, including by statute or common

law;

“Licence Fees” shall have the meaning as ascribed to it in the Concession Agreement;

“Site” shall have the meaning set forth in Recital (B); and

“Term” shall have the meaning set forth in Clause 3.

1.2 Interpretations

In this Land Licence Agreement, except to the extent that the context requires otherwise:

(a) the Recitals and the Annexes to this Land Licence Agreement form integral part of this

Land Licence Agreement and will be of full force and effect as though they are

expressly set out in the body of this Land Licence Agreement;

(b) the terms of this Land Licence Agreement should be read in consonance with and not

in derogation with the terms of the Concession Agreement;

(c) the rules of interpretation in Clauses 1.2, 1.3, 1.4 and 1.5 of the Concession Agreement

shall apply, mutatis mutandis, to this Land Licence Agreement; and

(d) the words and expressions beginning with capital letters and defined in this Land

Licence Agreement shall have the meaning ascribed thereto herein, and the words and

expressions used in this Land Licence Agreement and not defined herein but defined in

the Concession Agreement shall, unless repugnant to the context, have the meaning

ascribed thereto in the Concession Agreement.

2. Grant of Licence and possession

2.1 The provisions of this Land Licence Agreement shall take effect and become binding on the

Parties on the date first above written (“Effective Date”).

2.2 In consideration of the Licence Fee and the obligations, undertakings, covenants and

warranties of the Licensee under the Concession Agreement, the Licensor grants on leave

and licence basis to the Licensee and the Licensee hereby accepts the said leave and licence

from the Licensor, on an ‘as is where is’ basis, free from Encumbrances, of all that piece and

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parcel of the Site as more particularly described and identified in Annex-I hereto to develop,

operate and maintain the Site, together with all and singular rights, liberties, privileges,

easements, benefits, rights of way, paths, passages whatsoever in or appurtenant to the Site

or any part thereof, and to hold, possess, use and enjoy the Site and / or any part thereof, in

accordance with the provisions of this Land Licence Agreement, solely for the purposes of the

Project in accordance with the provisions of the Concession Agreement.

2.3 It is expressly agreed and understood by the Licensee that this is a bare license and nothing

herein contained shall ever be construed to create any interest, right of tenancy, sub –

tenancy, leases or sub – leases in favour of the Licensee and the juridical possession of the

Site shall at all times remain vested with the Licensor and the Licensee shall at no time claim

any right, title or interest, whether as tenant, sub – tenant or any other similar status, in the

Site or any part thereof.

3. Term

The Licence granted in pursuance of this Land Licence Agreement shall be for the period upto

the Transfer Date or earlier termination in terms of the Concession Agreement (the “Term”).

4. Licence Fee

The Licensee shall pay the Licence Fees in accordance with the provisions of the Concession

Agreement.

5. Use of Site

5.1 During the Term of this Land Licence Agreement, the Licensee agrees to use the Site only for

the carrying out the Project in accordance with the Concession Agreement.

5.2 The Parties agree that the Licensee may, with the approval of the Licensor, and in addition to

the above stated purposes, utilise the Site for any other purpose(s), which in the Licensee’s

opinion is:

(a) conducive or incidental to operation and management of the Project;

(b) enhances the efficiency of the Project;

(c) improves the commercial viability of the Project; and/or

(d) facilitates further investment in and around the Site.

5.3 The Land Licence Agreement shall be co-terminus with the Concession Agreement. Upon

termination, of the Concession Agreement, possession of the Site shall be handed over to the

Licensor in terms of the Concession Agreement.

6. Licensee’s obligations and covenants

Licensee hereby covenants, agrees and represents that:

(a) upon execution of this Land Licence Agreement and subject to the terms thereof, the

Licensee shall accept the Site in the condition it is handed over and undertakes to

use the same only for the purposes as enlisted in Clause 5 of this Land Licence

Agreement;

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(b) this Land Licence Agreement has been duly authorized, executed, and delivered by

the Licensee after fulfilling all legal formalities and constitutes its legal, valid and

binding obligation;

(c) during the Term of the Land Licence Agreement, the Licensee shall pay the Licence

Fee in accordance with terms and conditions set out in this the Concession

Agreement and shall observe and fulfil each of its obligations and covenants set forth

herein;

(d) during the Term of the Land Licence Agreement, the Licensee shall undertake the

development of the Site, and other works which in the reasonable opinion of the

Licensee would be required for and in relation to the Project, and obtain necessary

approvals/clearances from the appropriate authorities for the same;

(e) at its own cost and expense, the Licensee shall obtain all utilities such as water,

electricity and from the appropriate authorities;

(f) it shall obtain and keep current all Applicable Permits that may be required under the

applicable laws;

(g) it shall pay all taxes, service tax, cesses, assessments and levies in respect of the

Site, which are leviable at any time during the Term of the Land Licence Agreement;

(h) it shall not create any lien, charge or Encumbrance on the Site, except as permitted

in this Land Licence Agreement, without prior approval of the Licensor;

(i) it shall, indemnify the Licensor in respect of any charges, deposits and other monies

levied by third parties for and in relation to the provision by such third parties to the

Licensee of water, electricity, telephone, communication and other facilities and in

relation to any and all third party claims made with respect to the Site;

(j) it shall (i) keep and maintain the Site and the buildings and structures thereon in

good and habitable condition at all times, (ii) provide office space for about 10

officials/staff in the administrative building for the purpose of maintenance

monitoring office by the Licensor and (iii) shall ensure that the Site shall be free from

encroachments at all times and to the extent that there occur any encroachments on

the Site, it shall make diligent efforts to remove such encroachments from the Site,

as soon as practicable;

(k) it shall take all necessary care to keep the premises neat and clean and in sanitary

conditions consistent with the environment and cleanliness of a world class facility;

and

(l) it shall, after expiry or termination of the Land Licence Agreement, forthwith hand

over possession of the Site to the Licensor.

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7. Stamp duty and registration charges

Subject to the exemption or waiver, if any, granted by the Licensor or any other authority,

the Parties agree that all stamp duties and registration charges payable in respect of the

Licence contemplated herein shall be to the account of and borne by the Licensee.

8. Indemnities and limitation of liability

The Licensee shall fully indemnify, defend and hold harmless the Licensor, its officers,

servants, agents, against any and all suits, proceedings, actions, demands, claims and

liabilities, which may be incurred or suffered by the Licensor and which may arise out of or as

a result of any of the following causes:

(a) any breach by the Licensee of any of its obligations, covenants, agreements,

representations or warranties set forth in this Land Licence Agreement;

(b) any loss of property, damage to property, personal injury or death occasioned to or

suffered by any person, to the extent that the damage to or loss of property or the

personal injury or death is caused willfully or negligently by the Licensee; and

(c) any breach, violation or non-compliance by the Licensee of any applicable laws

and/or Applicable Permits.

9. Assignment

The Licensee shall not, without the Licensor’s prior written consent, transfer, assign, or grant

any form of security over any of its rights or obligations under this Land Licence Agreement.

10. Governing and Jurisdiction

The provisions of the Governing Law and Jurisdiction clause as set out in the Concession

Agreement shall be deemed to have been incorporated in this Land Licence Agreement and

shall mutatis mutandis apply to this Land Licence Agreement.

11. Dispute Resolution

The provisions of the Dispute Resolution clause as set out in the Concession Agreement shall

be deemed to have been incorporated in this Land Licence Agreement and shall mutatis

mutandis apply to this Land Licence Agreement.

12. General Provisions

12.1 Entire Agreement

The Concession Agreement and this Land Licence Agreement together with the Annexes,

constitutes the entire agreement between the Parties with respect to the subject matter and

the transaction envisaged in this Land Licence Agreement. The terms, conditions and

provisions of this Land Licence Agreement shall be subject to and subservient to the

provisions of the Concession Agreement at all times and in the event of any inconsistency

between the provisions of the Concession Agreement and the Land Licence Agreement, the

Parties agree that the terms, conditions, provisions and requirements of the Concession

Agreement shall prevail.

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12.2 Waiver

12.2.1 Waiver, including partial or conditional waiver, by either Party of any default by the other

Party in the observance and performance of any provision of or obligations under this Land

Licence Agreement:

(a) shall not operate or be construed as a waiver of any other or subsequent default

hereof or of other provisions of or obligations under this Land Licence Agreement;

(b) shall not be effective unless it is in writing and executed by a duly authorised

representative of the Party; and

(c) shall not affect the validity or enforceability of this Land Licence Agreement in any

manner.

12.2.2 Neither the failure by either Party to insist on any occasion upon the performance of the

terms, conditions and provisions of this Land Licence Agreement or any obligation there

under nor time or other indulgence granted by a Party to the other Party shall be treated or

deemed as waiver of such breach or acceptance of any variation or the relinquishment of any

such right hereunder.

12.3 Severability

If for any reason whatever, any provision of this Land Licence Agreement is or becomes

invalid, illegal or unenforceable or is declared by any court of competent jurisdiction or any

other instrumentality to be invalid, illegal or unenforceable, the validity, legality or

enforceability of the remaining provisions shall not be affected in any manner, and the Parties

will negotiate in good faith with a view to agreeing to one or more provisions which may be

substituted for such invalid, unenforceable or illegal provisions, as nearly as is practicable to

such invalid, illegal or unenforceable provision. Failure to agree upon any such provisions

shall not be subject to the Dispute Resolution Procedure set forth under this Land Licence

Agreement or otherwise.

12.4 Specific Performance

In the event of default or breach in performance of obligations by any Party, the Party not in

default or breach shall be entitled, without prejudice to its other rights and remedies, to seek

and enforce specific performance of this Land Licence Agreement.

12.5 Expenses

Each Party shall pay its own costs and expenses (including, without limitation, the fees and

expenses of its agents, authorised representatives, advisors, counsel and accountants)

necessary for the negotiation, preparation, execution, delivery, performance of and

compliance with this Land Licence Agreement.

13. Notices

The provisions of the Notice clause as set out in the Concession Agreement shall be deemed

to have been incorporated in this Land Licence Agreement and shall mutatis mutandis apply

to this Land Licence Agreement.

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ANNEX - I

Description of the Site at Ajara, Dist.Kolhapur, Maharashtra

All that piece and parcel of the land admeasuring _________________ acres including the buildings,

structures and works thereon located at Ajara, Dist.Kolhapur, Maharashtra bearing Survey No.

__________________________________________________ in the Registration District of Kolhapur

with the following delineation:

Bounded by:

North: _______________________________________________

South: _______________________________________________

East:_______________________________________________

West:_______________________________________________

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IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS LAND

LICENCE AGREEMENT AS OF THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN.

SIGNED, SEALED AND DELIVERED for and on behalf

of the GOVERNOR OF MAHARASHTRA, by the

Executive Engineer,


Kolhapur.

Witnesses:

1. __________________________________________

2. __________________________________________

SIGNED, SEALED AND DELIVERED by the within

named CONCESSIONAIRE,

____________________________ LIMITED, by

the hand of ________________________________,

its authorized signatory in whose presence the

Common Seal of ________________________

LIMITED has been affixed hereto pursuant to the

resolution passed by its board of directors on

________________________________.

Witnesses:

1. ___________________________________________

2. ___________________________________________