request for proposal for the design, build, finance ... · design, build, finance, construction,...

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REQUEST FOR PROPOSAL

FOR THE

DESIGN, BUILD, FINANCE, CONSTRUCTION, DEVELOPMENT,

IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE

JAN SUVIDHA KENDRA, AT Rest House Khandala on Khandala

Koregaon Rahimatpur Karad Sangli Shirol S.H.142 Road km.1/00

Tal.Khandala Dist.Satara, MAHARASHTRA

[Details of the Project]

Executive Engineer. Public Works Division,Satara

REQUEST FOR PROPOSAL E-TENDER NOTICE NO.4.3 FOR 2017-2018

REQUEST FOR PROPOSAL FOR THE CONSTRUCTION OF JANSUVIDHA KENDRA AT Rest House

Khandala on Khandala Koregaon Rahimatpur Karad Sangli Shirol S.H.142 Road km.1/00

Tal.Khandala Dist.Satara, MAHARASHTRA.

_______________________.__________________________________

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PUBLIC WORKS DEPARTMENT

Government of Maharashtra Request for Proposal No _________________

(“Request for Proposal”)

FOR


IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE JAN

SUVIDHA KENDRA, AT Rest House Khandala on Khandala Koregaon Rahimatpur Karad Sangli Shirol

S.H.142 Road km.1/00 Tal.Khandala Dist.Satara MAHARASHTRA

The Public Works Department, ________________________________________, Government of

Maharashtra invites bids from eligible bidders who satisfy the requirements of terms and conditions

of the Request for Proposal, including without limitation, the technical and financial eligibility

requirements, and / or who have already qualified in the Expression of Interest (EOI) bearing No.

___________________ dated _____________, as per the terms and conditions laid down in this

Request for Proposal and the Concession Agreement, as set out in Section II of the Request for

Proposal document.

The following persons may be contacted for visiting the Site(s) with prior intimation:

Name: ____________________________

Contact Details : ___________________________

Email: ______________________________

Copies of the Request for Proposal can be downloaded from www.maharashtra.etenders.in

from 21.04.2017 to 05.05.2017 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.

A Pre – Bid Meeting with the Bidders will be held on 28.04.2017 at Pune in the office of Chief Engineer, Public Works Region,

Pune. The bids will be opened in the presence of the Bidders in the office of Superintending Engineer, Public Works Circle,

Satara.

The date of opening for the technical bid shall be: 15.05.2017 and the date of opening of the

financial bid shall be: 16.05.2017

Bids shall be submitted online on at: www.maharashtra.etenders.in, or before 09.05.2017 till

23:00 hours. Late or delayed submissions will not be accepted.




_________________________________________________________

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Designation of the issuing authority,

OFFICE OF EXECUTIVE ENGINEER,

PUBLIC WORKS DIVISION, SATARA.

______________________,

_________________,

_________, PIN -_______,

Ph. No.__________,

Email - ______________________




_________________________________________________________

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TABLE OF CONTENTS

SECTION - I

DISCLAIMER.......................................................................................................................6

INVITATION FOR BIDS.......................................................................................................9

GENERAL INFORMATION ............................................................................................................9

PROJECT BACKGROUND ............................................................................................................12

BACKGROUND OF JAN SUVIDHA KENDRAS ................................................................................12

GENERAL TERMS AND CONDITIONS FOR THE TENDER PROCESS ...................................16

EVALUATION OF BIDS...............................................................................................................16

MINIMUM ELIGIBILITY CRITERIA................................................................................................16

BIDS TO BE SUBMITTED BY A JOINT VENTURE OR BY SINGLE BIDDERS:.......................................17

FEE AND DEPOSITS TO BE PAID BY THE BIDDER .........................................................................20

SUBMISSION OF FOREIGN DOCUMENTS AND OTHER REQUIREMENTS ..........................................23

USING NET WORTH AND / OR EXPERTISE OF HOLDING / PARENT COMPANY.................................23

ONE BID PER BIDDER ................................................................................................................24

BID PREPARATION AND COSTS ..................................................................................................24

DUE DILIGENCE, INSPECTION AND INVESTIGATION ....................................................................24

VALIDITY OF BIDS.....................................................................................................................24

RIGHT TO REJECT BIDS .............................................................................................................25

MISREPRESENTATION AND / OR FRAUD AND / OR BREACH OF TERMS AND CONDITIONS ..............25

AMENDMENTS TO THE RFP ........................................................................................................25

GOVERNING LAW AND JURISDICTION ........................................................................................26

TENDERING PROCEDURE AND SCHEDULE .......................................................................27

GENERAL REQUIREMENTS ........................................................................................................27

PRE – BID MEETING .................................................................................................................27

PREPARATION AND SUBMISSION OF BIDS.................................................................................27

SCHEDULE OF THE TENDER PROCESS .......................................................................................28

LANGUAGE AND CURRENCY ......................................................................................................29

GENERAL RESPONSIBILITIES OF THE BIDDER...........................................................................29

SUBMISSION OF BIDS...............................................................................................................30

MODIFICATION AND / OR WITHDRAWAL OF BIDS .....................................................................31

OPENING OF THE BIDS .............................................................................................................32

EVALUATION OF BIDS...............................................................................................................32

CONFIDENTIALITY ...................................................................................................................37

ACCEPTANCE OF BIDS ..............................................................................................................37

EXECUTION OF THE CONCESSION AGREEMENT .........................................................................37

BIDS OF OTHER BIDDERS .........................................................................................................38

MISCELLANEOUS ......................................................................................................................38

PRESCRIBED FORMATS ....................................................................................................40

A.

B.

C.

LETTER OF APPLICATION AND INTEREST ...........................................................................40

GENERAL INFORMATION ON THE BIDDER ..........................................................................42

FORMAT FOR FINANCIAL BID ............................................................................................43




_________________________________________________________

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D.

E.

AFFIDAVIT ........................................................................................................................45

FORMAT FOR POWER OF ATTORNEY FOR SIGNING OF APPLICATION AND OTHER REQUIRED

DOCUMENTS ............................................................................................................................47

F.

G.

H.

I.

J.

K.

FORMAT FOR BID SECURITY AS BANK GUARANTEE ............................................................48

POWER OF ATTORNEY BY EACH MEMBER OF THE JV IN FAVOUR OF LEAD MEMBER ............51

FORMAT OF PARENT / HOLDING COMPANY DEED OF GUARANTEE ......................................52

FORMAT OF SELECTED BIDDER GUARANTEE TOWARDS SPC...............................................55

DRAFT JOINT VENTURE AGREEMENT .................................................................................58

FORMAT OF DEED OF GUARANTEE (IN CASE OF JV) TOWARDS SPC (IF APPLICABLE AND

AFTER LOA)..............................................................................................................................63

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

AUTHORIZED REPRESENTATIVE ................................................................................................66

M. FORMAT OF LETTER OF AWARD ........................................................................................67

SECTION – II The Concession Agreement…………………………………………………………69




_________________________________________________________

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SECTION – I




_________________________________________________________

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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, Public

Works Division, Satra. 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, Public Works Division, Satara) 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, Public Works Division, Satara 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, Public Works Division, Satara 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, Public

Works Division, Satara hereby accepts no responsibility for the accuracy or otherwise for

any interpretation or opinion on law expressed herein. The Executive Engineer, Public Works

Division, Satara 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, Public Works Division, Satara 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, Public Works

Division, Satara. 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 professional advisors). In the




_________________________________________________________

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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, Public Works Division, Satara 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, Public Works Division, Satara 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, Public Works

Division, Satara 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, Public Works

Division, Satara 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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E-TENDER

Division / Office Name :- Executive Engineer, Public Works Division, Satara - 415 001

( Telephone No. 233792 )

e-tender Notice :- E-TENDER NOTICE NO. 4 FOR 2017-2018 (Second Call) ( ONLINE )

The Executive Engineer, Public Works Division, Satara -415001 (Telephone No. 233792) invites tender notice in

RFP form through e-tendering process from contractors registered in the appropriate class with the Government of

Maharashtra, Public Works Department and as mentioned in tender notice Request For Proposal (RFP) for the execution

of works under jurisdiction of this division.

Short Description of Work :- 1) Request for Proposal for the Construction of Jansuvidha Kendra

at Store Room at Wathar Station.

2) Request for Proposal for the Construction of Jansuvidha Kendra

at Store Room at Pusegaon.

3) Request for Proposal for the Construction of Jansuvidha Kendra

at Rest House Khandala.

Blank e-tender form fee :- Rs. 5000/- Respectively. (Via E-payment getway only) (Non

Refundable)

Place, Date and timing of opening :- Dt. 15/05/ 2017 at 10.00 a.m. to Dt. 16 / 05/ 2017 at

Technical-bid and Financial bid. 17.30 p.m. in the office of Superintending Engineer,

P.W. Circle, Satara. (If Possible)

Details of Tender Document is available on website “pwd.maharashtra.etenders.in" and

www.mahapwd.com”. Tender Document shall be uploaded online . Bidders should ensure that, they have uploaded

Tender Document online, and Tender Document fees, and EMD to be paid online only via Payment Gateway

mode. Bidders should ensure that, they have submitted Tender Document fees and EMD online only via Payment

Gateway mode in the name of Executive Engineer, Public Works Division,Satara.

1. Bidders should Submit their offers Online.

2. All eligible/ interested Bidders who want to participate in tendering process should compulsory get enrolled on

e-tendering portal https://maharashtra.etenders.in.

3. For details or any Clarification regarding submission of online tenders if any, Please Contact. Sify

Technotigies Ltd. Nextenders (India) Pvt. Ltd. On 020-25315555 (Pune) and Executive

Engineer, Public Works Division, Satara - 415 001 (Telephone No. 233792 )

4. For Correspondence Name and Address of the Office.

Executive Engineer, Public Works Division,

Satara - 415 001 (Telephone No. 233792 )

Fax No. :- (02162) 233792

Telephone No. :- (02162) 233792

e-mail :- [email protected]

No.AB / Tender / 2589 / 2017

Office of the Executive Engineer,

P.W. Division, Satara.

Date. 10 / 04 / 2017.

Executive Engineer,

Public Works Division, Satara

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GOVT. OF MAHARASHTRA

Public Works Division, Satara - 415 001

Phone No. 02162/233792

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

REQUEST FOR PROPOSAL E-TENDER NOTICE NO. 4 FOR 2017-2018 (Second Call)

Sealed online RFP forms e-tenders for the following work are invited by the Executive

Engineer, Public Works Division, Satara - 415 001 (Telephone No. 233792) from the contractors

Registered with Government of Maharashtra Public Work Department in appropriate class and as

mentioned in tender notice Request For Proposal (RFP) for the execution of works under

jurisdiction of this division, for following works ;

Sr.

No.

Name of Work Cost of

e-tender For

m Fee Rs.

Class of

Contractor

1

Request for Proposal for the Construction of

Jansuvidha Kendra at Store Room at Wathar Station

on Belhe Pabal Loni Shikrapur Jejuri Lonand Satara

S.H.117 Road km. 164/800 Tal.Koregaon.

Dist.Satara.

(On the basis of Design, Build, Finance,

Development, Implementation, Operation and

Maintenance to be done by the Concessionaire)

Rs. 5000/-

As per mentioned

in detailed e-

tender notice for

Request for

Proposal (RFP)

2


Jansuvidha Kendra at Store Room at Pusegaon on

Phaltan Mol Pusegaon Aundh S.H.147 Road

km.46/00 Tal.Khatav.Dist.Satara.




Rs. 5000/-

As per mentioned

in detailed e-

tender notice for

Request for

Proposal (RFP)

3


Jansuvidha Kendra at Rest House Khandala on

Khandala Koregaon Rahimatpur Karad Sangli Shirol

S.H.142 Road km.1/00 Tal.Khandala. Dist.Satara.




Rs. 5000/-

As per mentioned

in detailed e-

tender notice for

Request for

Proposal (RFP)

E-tender time table

1 Download Period of online Tender Dt. 21/04/2017 at 10.00 am. to Dt.05/05/2017 upto 23.00 p.m.

2 Last date and time for online raising of technical points for clarification (Pre-bid Meeting)

Online or in the office of the Chief Engineer, P.W. Region Central Building, Pune on or before Dt. 28/04/2017 upto 11.00 a.m.

3 Submit Hash to Create online Tender by Contractor (Technical and financial Bid Last date and time)

Dt. 09/05/2017 upto 23.00 p.m.

4 Period for online Super Hash generation (for Office use only)

Dt. 09/05/2017 at 23.01 Hrs to Dt. 11/05/2017 upto 14.00 p.m.

5 Period of online Decryption and Re-encryption for tender details by Contractor.

Dt. 11/05 /2017 at 14.01 pm. to Dt. 12/05/2017 upto 17.30 p.m.

6 Place, Date and timing of opening Technical-bid and Financial bid.

Dt. 15/05 /2017 at 10.00 am. to Dt. 16/05/2017 upto 17.30 p.m. in the office of Superintending Engineer, P.W. Circle, Satara. (If Possible)

Note :-

1. All eligible/ interested Bidders who want to participate in tendering process should

compulsory get enrolled on e-tendering portal http://maharashtra.etenders.in and further need

to empaneled online on sub portal "http//pwd.maharashtra.etenders.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 020-30187500 (Pune)

3. It is compulsory for all participates to submit all document online. It is also compulsory to

submit The EMD shall be paid via Online mode only. In case of failure online offer will not

be opened.

4. Other term and condition displayed in online e-tender forms. 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

No.AB / Tender / 2589 / 2017

Office of the Executive Engineer,

P.W. Division, Satara.

Date. 10 / 04 / 2017.

Executive Engineer,

Public Works Division, Satara

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1.

INVITATION FOR BIDS

1.1.

1.1.1.

1.1.2.

GENERAL INFORMATION

The Public Works Department, the Government of Maharashtra (the “Authority”),

represented by the Executive Engineer, Public Works Division, Satara 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.

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) bearing

No ____________________ dated ____________________:

(i)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

Individuals;

Partnership firms, within the meaning of the Indian Partnership Act, 1932;

Limited Liability Partnerships, within the meaning of the Limited Liability Partnership

Act, 2008;

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

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

Government of India or any state government;

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

or any state government;

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




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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.

1.1.5.

1.1.6.

1.1.7.

1.1.8.

1.1.9.

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.

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.

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.

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

21.04.2017 to 05.05.2017 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.

A Pre – Bid Meeting with the Bidders shall be held on 28.04.2017 at 11:00 A.M. in the

office of Chief Engineer, Public Works Region, Pune.

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

Superintending Engineer, Public Works Circle, Satara The date of opening for

the technical bid shall be:15.05.2017 and the date of opening of the financial bid shall

be: 16.05.2017

1.1.10. The Bids shall be submitted online on or before 09.05.2017 (“Proposal Due Date”) till

23:00 hours. Late or delayed submissions will not be accepted. The Authority, may in its

sole discretion, amend the Proposal Due Date.




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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. Division Satara or any other information, they are requested to

contact below:


PUBLIC WORKS DIVISION,

SATARA.

__________

___________, PIN -415001,

Phone Number 02162-233792

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

2.1.1

2.1.2

2.1.3

2.1.4

2.1.5

BACKGROUND OF JAN SUVIDHA KENDRAS

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.

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 Rest House Khandala,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.

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.

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

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

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




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Sr. No. District Name of road Location Available

area of land

(sq. metres)

1 Satara. Khandala Koregaon

Rahimatpur Karad

Sangli Shirol S.H.142

Road km.1/00

Tal.Khandala

Rest House

Khanda

11202.19

Page 13 of 195

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 under the Concession

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

2.1.6

2.2

2.3

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.

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 Division, Satara.

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).




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(b)

(c)

(d)

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.

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

during the Concession Period and shall make such other payments as required in

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

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 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)

(ii)

(iii)

(iv)

Commercial Charges from proposed shops, facilities, ATM centers, rentable

space other than mobile towers.

Commercial Charges from displaying advertisements at the Jan Suvidha

Kendra and the Project.

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

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

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)

(f)

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 _________________________

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.




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

implementation.

2.4

2.5

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.

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.

3.1.

GENERAL TERMS AND CONDITIONS FOR THE TENDER PROCESS

EVALUATION OF BIDS

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

(a)

(b)

STEP 1 – Opening of technical proposals and short – listing of Bidders on the basis

of such technical evaluation; and,

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.

3.1.2.

The entire bidding process has been explained elaborately in Clause 4 of Section – I of this

RFP.

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)

(b)

(c)

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.

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.

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.

3.2.

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.

MINIMUM ELIGIBILITY CRITERIA




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3.2.1.

3.2.2.

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

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’ and ‘b’.

a.

b.

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;

AND

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.

b.

The Bidder should have minimum average annual turnover of Rs. 3 crores

(Rupees three crores only) for the last three years (i.e. 2013 – 14 to 2015 –

16);

AND

The Bidder should have minimum net worth of Rs. 3 crores (Rupees three

crores only).

3.3.

3.3.1.

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

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




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3.3.2.

3.3.3.

3.3.4.

3.3.5.

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. 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.

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. However, the

membership structure of the Bidder shall not be changed by the Bidder without

Authority’s prior written approval.

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)

(b)

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,

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





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3.3.7.

3.3.8.

3.3.9.

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 Concession Agreement .

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.

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.

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;




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(b)

(c)

(d)

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;

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

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.

3.4.

3.4.1.

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.

FEE AND DEPOSITS TO BE PAID BY THE BIDDER

BID SECURITY

(a)

(b)

(c)

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

Rs. 50,000/- (Rupees fifty 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, Public Works

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

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 –

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

the same terms and conditions.

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





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(d)

(e)

Any Bid submitted without the Bid Security in the form as specified in the RFP shall

be summarily rejected.

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.

b.

c.

d.

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

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;

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

required Performance Security;

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,




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“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.

e.

f.

g.

h.

i.

j.

k.

l.

m.

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;

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

whatsoever;

Submission of more than one bid by the Bidder;

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;

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

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

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

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;

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

period as per the RFP; and/or

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




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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.

3.5.

3.6.

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.9,16,400/-

(Rupees Nine lakhs SixteenThousand Four Hundred only) to Executive Engineer, Public Works Division,

Satara within 30 (thirty) days of receipt of the LoA from the Executive Engineer, Public Works Division,

Satara.

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

successful completion of Concession Period, after issuance of the Agreement Completion

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

and conditions of the Concession Agreement.

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.

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/




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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.

3.8.

3.9.

3.10.

3.10.1.

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.

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

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

be borne solely by the Bidders.

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.

VALIDITY OF BIDS

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.




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3.10.2.

3.11.

3.11.1.

3.12.

3.13.

3.13.1.

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


RIGHT TO REJECT BIDS

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.

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 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.

AMENDMENTS TO THE RFP

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.




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3.13.2.

3.14.

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.

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 Satara, 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 Division,

Satara. email address:

______________________________________________________ at least 7 (seven) days

prior to the date of the Pre – Bid Meeting.

4.2.

PRE – BID MEETING

(a)

(b)

(c)

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;

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.

The Bidders and / or their designated representatives are invited to attend the Pre

– Bid Meeting at their own cost, to be held on 28.04.2017 at Pune the

Conference Room of the Chief Engineer, Public Works Region

Pune.

4.3.

PREPARATION AND SUBMISSION OF BIDS

(a)

(b)

(c)

(d)

(e)

Completed bids shall be accepted as per schedule of tender process as provided in

this RFP;

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;

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;

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

individually for each member of the JV;

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




_________________________________________________________

PARTICULARS TIMELINES

1. Commencement of availability of the RFP 21.04.2017 at 10.00 am to 05.05.2017 at

23.00 pm.

2. Pre – Bid Meeting Online or in the office of the Chief

Engineer, P.W. Region Central Building,

Pune on or before Dt. 28/04/2017 upto

11.00 a.m.

3. Proposal Due Date Dt. 09/05/2017 upto 23.00 p.m.

4. Last date of submission of Bid Security and

the Deed of Guarantee by Parent Company

(if applicable)

Page 28 of 195

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)

(g)

(h)

(i)

(j)

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;

The authorized signatory shall initial the Bid on each page. The authorized

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

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;

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;

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,

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:




_________________________________________________________

5. Opening of the Technical Bid

6. Declaration of Technically Qualified Bidders

7. Opening of the Financial Bid of Technically

Qualified Bidders

8. Issuance of Letter of Award to the selected

Bidder

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

11. Execution of the Land License Agreement

Page 29 of 195

4.5.

4.5.1.

4.5.2.

4.6.

4.6.1.

LANGUAGE AND CURRENCY

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).

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

GENERAL RESPONSIBILITIES OF THE BIDDER

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

complete and careful examination of:

(a)

(b)

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

information as set forth in this RFP;

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,




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b.

c.

d.

e.

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;

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.;

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,

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.

4.7.1.

4.7.2.

SUBMISSION OF BIDS

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”;

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 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)

(b)

(c)

(d)

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

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

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

Affidavit (as per Clause 5 (D));




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(e)

(f)

(g)

(h)

(i)

(j)

(k)

(l)

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

as a token of acceptance;

Power of Attorney by Each Member of the JV in Favour of Lead Member (as per

Clause 5 (G));

Power of Attorney by the Lead Member of the JV in favour of its duly authorized

representative (as per Clause 5 (L));

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

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

Clause 3.3.8;

All other required submissions, if the Bidder is applying through JV or as a single

Bidder and as stated in this RFP;

A copy of Joint Venture agreement (if applicable);

A copy of the Bid Security, in original.

4.7.4.

4.7.5.

4.7.6.

4.7.7.

4.8.

4.8.1.

4.8.2.

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.

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.

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.

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.

MODIFICATION AND / OR WITHDRAWAL OF BIDS

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

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.




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4.9.

4.9.1.

4.9.2.

OPENING OF THE BIDS

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.

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)

(b)

(c)

(d)

(e)

(f)

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

The information and documents have not been submitted as requested and in the

formats specified in the RFP;

There are inconsistencies between the Bids and the supporting documents;

There are conditions proposed by the Bidder in its Bids;

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

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)

(b)

(c)

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

Suvidha Kendra and the Project, or,

Limits in any material way, inconsistent with the RFP, rights or the Bidder’s

obligations, or,

Would potentially affect and / or unfairly prejudice the competitiveness of the Bids

of other Bidders who have submitted substantially responsive bids

4.10.

4.10.1.

EVALUATION OF BIDS

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

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:




_________________________________________________________

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

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

Page 33 of 195

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:




_________________________________________________________

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

Page 34 of 195

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 . 1 0 . 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.

Marking for Financial Evaluation:

1.

Providing maximum Licence Fees to

Government for use of land for the

Rs.______________ Lakh to be

quoted by the Concessionaire.

Concession Period to be quoted by the

Concessionaire.




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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.

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.

4 . 1 0 . 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)

(b)

(c)

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

prior notice, in the presence of the Bidders;

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,

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

annulment of the bidding process.




_________________________________________________________

A Chief Engineer, PW Region , Pune. Chairman

B Superintending Engineer, PW Circle , Satara. Member

C Dy. Chief Architect , Pune. Member

D Executive Engineer PW Division , Satara. Member, Secretary

E Other technical expert or financial expert as

decided by the Chairman

Member

Page 36 of 195

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

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.

4.10.5.

4.10.6.

4.10.7.

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.

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

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

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

process shall not be opened.

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

mentioned hereunder:




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4.11.

4.12.

4.12.1.

4.12.2.

4.12.3.

4.12.4.

4.13.

4.13.1.

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.

ACCEPTANCE OF BIDS

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

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.

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.

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

EXECUTION OF THE CONCESSION AGREEMENT

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)

(b)

(c)

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

to the Authority;

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.

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(I) 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.




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4.13.3.

4.13.4.

4.13.5.

4.14.

4.14.1.

4.14.2.

4.15.

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.

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.

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.

BIDS OF OTHER BIDDERS

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.

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.

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)

(c)

Consult with any Bidder in order to receive any clarifications;

retain any information and / or evidence submitted to the Authority by or on behalf of,

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




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(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 Division, Satara.

_______________,

_________

Sub: Request for Proposal (“RFP”) bearing No. __________________________ for the Project

titled “Design, Build, Finance, Construction, Development, Implementation,

Operation and Maintenance of the Jan Suvidha Kendra, at Rest House Khandala,

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, Construction, Development,

Implementation, Operation and Maintenance of the Jan Suvidha Kendra, at

Rest House Khandala , Maharashtra” according to the terms and conditions of the RFP issued by

the Authority.

2.

3.

4.

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.

The Bid Security shall be submitted in original in accordance with the requirements of the

RFP.

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




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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.

5.

6.

Engineer – in – charge and its authorized representatives may contact the following

persons for any further information:

Name of the person(s): ________________________________

Address: ___________________________

Phone: ______________ Fax:____________

This application is made with full understanding that:

a.

b.

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

process, and / or reject all Bids.

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.

8.

9.

10.

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.

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.

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

fulfil all the terms, conditions and provisions of the RFP.

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:

Name and seal of Bidder:

Date:

Place:




_________________________________________________________

Sl. No. Name of Member Proportion of Equity to

be

Role*

1 held in the

2 JV

3

Page 42 of 195

B.

GENERAL INFORMATION ON THE BIDDER

1.

(a)

(b)

(c)

Name :

Country of incorporation :

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:

* 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:




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1. Documents certifying Bidder’s legal status i.e. certificate of incorporation / registration.

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,


__________________

________________

Sub: Request for Proposal (“RFP”) bearing No. __________________________ for the Project titled

“Design, Build, Finance, Construction, Development, Implementation, Operation

and Maintenance of the Jan Suvidha Kendra, at Rest House Khandala Maharashtra.”

Sir,

We hereby submit our Financial Bid for the captioned Project in response to this RFP issued

by the Executive Engineer, Public Works Division, Satara.

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:




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Free facilities to be first year us –

a. 30 years.

Page 44 of 195

Sr.

Details

No.

1

2

3

Detail 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. .. Providing maximum Licence Fees to the Authority for use of land for the

Concession Period

Government for theprovided byand percentage hike in subsequent

years for…(give description of services)

b. …

c.

…

/Nos./

Amount in

INR

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

Name and seal of Bidder

Date: Place:




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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, Implementation, Operation

and Maintenance of the Jan Suvidha Kendra, at Rest House Khandala ,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.




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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………….…….., 201____.

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 Rest House Khandala , Maharashtra.” at

___________(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.




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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 Division,

Satara.

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 Rest House Khandala , 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.

Division, Satara and is not dependent upon execution or performance of any

Agreement between Executive Engineer, P.W. Division, Satara 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. Division, Satara i.e. the beneficiary on behalf of the

Bidder, up to a total sum of Rs. 137500/- (Rupees One Lakh Thirty Seven Thousand Five

Hundred only), such sum being payable by us to the Executive Engineer, P.W. Division, Satara.

immediately upon receipt of first written demand from Executive Engineer, P.W.Division, Satara.




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2.

3.

4.

5.

6.

7.

8.

We unconditionally and irrevocably undertake to pay to the Executive Engineer, P.W.

Division, Satara on an immediate basis, upon receipt of first written demand

from the Executive Engineer, P.W. Division, Satara 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. Division, Satara prove the failure on the part of the Bidder to repay the

amount of ------------- 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).

We hereby waive the necessity of the Executive Engineer, P.W. Division, Satara demanding the said

amount from Bidder prior to serving the Demand Notice upon us.

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. Division,

Satara that the Executive Engineer, P.W. Division, Satara 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. Division, Satara by invocation of this Guarantee.

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.

Division, Satara.

We unconditionally and irrevocably undertake to pay to the Executive Engineer, P.W.

Division, Satara 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. Division, Satara 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.

This Bank guarantee shall be payable at city of the Public Works Division, Satara at

Satara branch of the bank ____________________ This unconditional and irrevocable Guarantee shall remain in full force and effect and shall

remain valid until (180 days from the Proposal Due Date).




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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.

_________________ (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.

Division, Satara serves upon us a written claim or demand on or before ________.

Authorized Signatory For Bank




_________________________________________________________

Party % Shareholding

Page 51 of 195

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 __________, 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

hereof.

for the Project issued on ______________________ and as amended prior to date

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:

IN WITNESS WHEREOF, we have hereunto set our respective hands this ________ day of

___________________ 201___ in the presence of the following witnesses

_________________________________________

Name, Signature of the Authorized Signatory

Witness 1

Witness 2

Signature

Name

Address

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

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

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

Signature

Name

Address

-----------

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

---------




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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.

B.

C.

D.

Executive Engineer, P.W. Division, Satara 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 Rest House Khandala ,Maharashtra.” by issuing

Request For Proposal (“RFP”) bearing No. _____________________ (including its

addendums) to the prospective “Bidders” to implement the said Project for and on behalf

of the Engineer – in – charge.

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. Division, Satara 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. Division, Satara at any stage.

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.

The Guarantor is executing this Deed of Guarantee in favour of Executive Engineer, P.W.




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Division, Satara 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. Division, Satara to enter into

agreement(s) with the Subsidiary, the Guarantor hereby agrees to give this guarantee

and undertakes as follows:

1.

2.

3.

4.

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. Division, Satara, 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. Division, Satara and duly perform

the obligations and responsibilities of the Subsidiary to the satisfaction of Executive

Engineer, P.W. Division, Satara, In case the Guarantor also fails

to discharge its obligations herein and is not able to complete the Project

satisfactorily, Executive Engineer, P.W. Division, Satara, 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.

Division, Satara ,for any non-performance or unsatisfactory

performance by the Guarantor or the Subsidiary of any of their obligations.

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).

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.

Division, Satara.

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




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5.

6.

7.

8.

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.

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.

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.

The Guarantor represents and confirms that in pursuance to Para / Point 7, the

Guarantor has submitted and provided to Executive Engineer, P.W. Division, Satara (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. Division, Satara 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

ladies toilets

of Jan Suvidha Kendra and construction of toilets in general and

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.

C.

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. East Division at any stage.

The Bid / Proposal submitted by the Guarantor was accepted by Executive Engineer,

P.W. East Division, 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. Division, Satara to the Guarantor / Successful Bidder.




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D.

E.

F.

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.

The Guarantor is executing this Deed of Guarantee in favour of Executive Engineer,

P.W. East Division, 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.

Accordingly, at the request of the Associate and in consideration of and as a requirement

for Executive Engineer, P.W. East Division to enter into agreement(s) with the SPC, the

Guarantor hereby agrees to give this guarantee and undertakes as follows:

1.

2.

3.

4.

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.

East Division, 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. East

Division and duly perform the obligations and responsibilities of the SPC to the

satisfaction of Executive Engineer, P.W. East Division. In case the Guarantor also

fails to discharge its obligations herein and is not able to complete the Project

satisfactorily, Executive Engineer, P.W. East Division 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. East Division for any non-performance or

unsatisfactory performance by the Guarantor or the SPC of any of their obligations.

The Guarantor agrees that the Guarantee herein contained shall remain valid and


discharge of the warranty obligations) awarded to the SPC till the completion of the

Concession Period (including any extension).

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.Division, Satara.

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




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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.

6.

7.

8.

9.

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 Satara, Maharashtra, India shall

have exclusive jurisdiction.

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.

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.

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.

The Guarantor represents and confirms that in pursuance to Para / Point 7, the

Guarantor has submitted and provided to Executive Engineer, P.W. East Division.

(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

, 201__

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.

2.

Executive Engineer, P.W. Division, Satara and invited Bids/

Proposals from registered Partnership Firms, Company and Joint Venture for the work of

“Design, Build, Finance, Construction, Development, Implementation,


Maharashtra.” (hereinafter referred to as the “Project”).

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




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the purpose of developing and completing the Project, within time frame stipulated in the

Request for Proposal Document (hereinafter referred to as the “RFP”).

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.

2.

The recital herein contained shall constitute and integral and operative part of this

AGREEMENT.

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.

Division, Satara 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.

5.

6.

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.

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)}.

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. Division, Satara (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 ____________




_________________________________________________________

Name Type of Role & Responsibility

of

Member

MemberJV Member 1

(Lead Member)

JV Member 2

JV Member 3

Page 60 of 195

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.

B.

C.

D.

Coordinate the day to day activities of the Joint Venture/SPC;

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. Division, Satara.

till the end of the Concession Period;

complete all works assigned under the RFP Document (including Agreement) within

the time period stipulated in the RFP document; and

execute individual/independent Deed of Guarantee by all JV Members, towards the

SPC, in favour of Executive Engineer, P.W. Division, Satara 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.

9.

10.

11.

The role and the responsibility of each Party for the Construction/ implementation, operation

& maintenance and execution of the Project shall be as follows: 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

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.

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,




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P.W. Division, Satara 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.

Division, Satara.

12.

13.

14.

15.

16.

17.

18.

19.

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.

Governing Law – This AGREEMENT shall in all respect be governed, construed and

interpreted in accordance with laws of Republic of India.

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

______________, 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.

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.

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.

Division, Satara.

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. Division, Satara and the

other Parties/JV Members of any such change.

Language – The official language of this AGREEMENT and all future agreements shall

be English

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




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obtaining prior consent and written approval of Executive Engineer, P.W. Division, Satara.

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. Division, Satara. 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 Rest House Khandala , 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. Division, Satara 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. Division, Satara on behalf

of Executive Engineer, P.W. Division, Satara.

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. Division, Satara 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.

E. The Guarantor is executing this Deed of Guarantee in favour of Executive Engineer,

P.W. Division, Satara wherein the Guarantor (along with other Joint




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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. Division, Satara 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. Division, Satara 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. Division, Satara and duly perform the obligations and

responsibilities of the SPC to the satisfaction of Executive Engineer, P.W. Division, Satara In case

the Guarantor also fails to discharge its obligations herein

and is not able to complete the Project satisfactorily, Executive Engineer, P.W. Division Satara ,

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.

Division, Satara 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


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. Division, Satara.

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 Satara 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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7. 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.

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. Division,

Satara (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, Implementation,

Operation and Maintenance of the Jan Suvidha Kendra, at Rest

House Khandalala_,

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 --------

201___ in the presence of the following witnesses

_________________________________________

Name , Signature of Authorized Signatory

Witness 1

Witness 2

Signature

Name

Address

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

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

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

Signature

Name

Address

-----------

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

---------




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M.

FORMAT OF LETTER OF AWARD

(to be issued on letterhead of the Executive Engineer, Public Works

Division, Satara in duplicate as per the RFP)

No. [___________________]


PUBLIC WORKS, SATARA DIVISION

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) (2)

The Request for Proposal (“RFP”) dated ___________________________ bearing

RFP No. ________________________ issued by the Executive Engineer, Public

Works Division, Satara. the Government of Maharashtra for the

“Design, Build, Finance, Construction, Development, Implementation,


Maharashtra” (“Project”);

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 fulfilment 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)

(c)

(d)

(e)

(f)

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 _______________________________.

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.

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.

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,

Public Works Division , Satara 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.

You shall fulfil and take all necessary actions to fulfil each of the Conditions Precedent

within the period prescribed therefor in the Concession Agreement.

The Office of the Executive Engineer, Public Works Division , Satara 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, Public Works Division, Satara 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.

________________

OFFICE OF THE EXECUTIVE ENGINEER,

PUBLIC WORKS DIVISION SATARA.




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SECTION – II

FINAL DRAFT CONCESSION AGREEMENT FOR CONSTRUCTION OF JANSUVIDHA

KENDRA AT Rest House Khandala on Khandala Koregaon Rahimatpur Karad Sangli Shirol S.H.142

Road km.1/00 Tal.Khandala Dist.Satara, MAHARASHTRA.

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DRAFT CONCESSION AGREEMENT

FOR THE


IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE

JAN SUVIDHA KENDRA, AT Rest House Khandala on Khandala Koregaon Rahimatpur

Karad Sangli Shirol S.H.142 Road km.1/00 Tal.Khandala Dist.Satara, MAHARASHTRA.

[Details of the Project]

Executive Engineer. Public Works Division, Satara




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TABLE OF CONTENTS

DEFINITIONS AND INTERPRETATION.................................................................................... 77

Definitions............................................................................................................................................ 77

Relation between the Parties ............................................................................................................. 84

Measurements and Arithmetic Conventions ...................................................................................... 86

Ambiguities within Agreement ........................................................................................................... 86

Priority of Documents ......................................................................................................................... 86

SCOPE OF THE PROJECT ........................................................................................................... 88

CONCESSION ............................................................................................................................. 90

Grant of Concession............................................................................................................................. 90

Actions in Support of the Concession ............................................................................................... 92

Concession Period .............................................................................................................................. 93

Implementation Period ...................................................................................................................... 93

CONDITIONS PRECEDENT ....................................................................................................... 97

Obligations for satisfaction of Conditions Precedent for the Concessionaire.................................... 97

General Obligations to satisfy Condition Precedents ........................................................................ 98

Non – satisfaction of Conditions Precedent....................................................................................... 99

COMMERCIAL CONSIDERATION........................................................................................... 101

Commercial Charges ......................................................................................................................... 101

Performance Security ....................................................................................................................... 101

OBLIGATIONS OF THE AUTHORITY DURING THE IMPLEMENTATION PERIOD............... 102

General Obligations of the Authority during the Implementation Period ...................................... 102

OBLIGATIONS OF THE CONCESSIONAIRE DURING THE IMPLEMENTATION PERIOD.... 103

Obligations of the Concessionaire during the Implementation Period ........................................... 103

Minimum Equity Requirements ........................................................................................................ 106

GENERAL OBLIGATIONS IN RELATION TO THE PROJECT AGREEMENTS ......................... 107

FORMATION AND MEETINGS OF THE COMMITTEE ............................................................. 109

COMPLETION OF IMPLEMENTATION .................................................................................... 111

OPERATIONS AND MAINTENANCE PERIOD ......................................................................... 114

AGREEMENT COMPLETION CERTIFICATE............................................................................. 120

REPRESENTATIONS AND WARRANTIES ............................................................................... 121

VARIATIONS AND CHANGE OF SCOPE .................................................................................. 124

TERMINATION FOR EVENTS OF DEFAULT AND SUSPENSION............................................ 126

CONSEQUENCES OF TERMINATION ...................................................................................... 130




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Termination Payment for Termination by the Authority...................................................................... 130

Other rights and obligations upon Termination................................................................................... 133

Limitation of Termination Payments by the Authority ......................................................................... 134

FORCE MAJEURE ...................................................................................................................... 135

Force Majeure Events ......................................................................................................................... 135

Non – Political Force Majeure Events.................................................................................................. 135

Indirect Political Force Majeure Event................................................................................................. 136

Political Force Majeure Event .............................................................................................................. 136

Exceptions applicable to the Concessionaire ...................................................................................... 136

Exceptions Applicable to the Authority................................................................................................ 137

Effect of Force Majeure before the issue of Notice to Commence....................................................... 137

Effect of Force Majeure after Compliance Date .................................................................................. 137

Allocation of costs during the subsistence of Force Majeure ............................................................... 138

Termination Notice ............................................................................................................................. 138

Termination Payments for Force Majeure Events ............................................................................... 138

Dispute Resolution.............................................................................................................................. 138

Liability for other losses, damages etc. ............................................................................................... 138

Duty to Report.................................................................................................................................... 138

Excuse from performance of obligations............................................................................................. 139

DISPUTE RESOLUTION ........................................................................................................... 140

PERIODICAL AUDIT AND INSPECTION................................................................................. 142

FINANCING DOCUMENTS ....................................................................................................... 143

TAXATION AND CONFIDENTIALITY ...................................................................................... 144

PROJECT REVENUES AND COMMERCIAL CHARGES ............................................................ 146

TRANSFER OF THE PROJECT .................................................................................................. 147

MISCELLANEOUS PROVISIONS ............................................................................................. 149

Governing Law and Jurisdiction .......................................................................................................... 149

Waiver…............................................................................................................................................. 149

Exclusion of implied warranties........................................................................................................... 149

Severability......................................................................................................................................... 149

Entire Agreement ............................................................................................................................... 150

Custody of Documents ....................................................................................................................... 150

Copyright............................................................................................................................................ 150

Use of the Authority's Documents ...................................................................................................... 150

Compliance with Laws and Directives................................................................................................. 150




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Joint and Several Liability ................................................................................................................... 151

Notice………………………………………………………………………………………………………………………………..151

Language ………………………………………………………………………………………………………………………….151

No Assignment .................................................................................................................................. 152

No Termination ................................................................................................................................. 152

Counterparts ...................................................................................................................................... 152

SCOPE OF WORK AND SPECIFICATIONS .............................................................................. 155

FORMAT OF PERFORMANCE SECURITY ................................................................................ 171

CALCULATION METHOD FOR PREMIUM ............................................................................... 173

THE SITE ................................................................................................................................... 176

FORMAT OF AUDIT REPORT ................................................................................................... 177

SCHEDULE – VI CERTIFICATE BY EXECUTIVE ENGINEER AT TIME OF COMPLETION OF

IMPLEMENTATION .................................................................................................................. 180

FORMAT FOR WORKING OF PREMIUM PAID ....................................................................... 182

CONSENT FOR SUB LETTING .................................................................................................. 183

FORMAT FOR AGREEMENT COMPLETION CERTIFICATE..................................................... 184

FINANCIAL MODEL AND VARIOUS FORMATS FOR CALCULATION OF TERMINATION

PAYMENT .................................................................................................................................. 185

PROVISIONAL COMPLETION CERTIFICATE ......................................................................... 186




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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

Division , Satara. (hereinafter referred to as the “Authority”) which expression

shall, unless the context otherwise requires, include its administrators, successors and assigns)

of the ONE PART1;

AND

___________________________________ LIMITED, a company within the meaning

of the Companies Act, 2013 with Corporate Identification Number (C.I.N.)

1

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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__________________________

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 assigns) of the OTHER PART.

The Authority and the Concessionaire are hereinafter, collectively referred to as, the “Parties”

and each, individually as a “Party”.

RECITALS:

WHEREAS:

A.

B.

C.

D.

E.

The Authority, seeks to construct ‘Jan Suvidha Kendras’ for the benefit of the users of

the State Highway (SH) No _________, which shall inter alia include general and

ladies toilets, provide clean drinking water and provide other public amenities, under

the work titled “DESIGN, BUILD, FINANCE, CONSTRUCTION, DEVELOPMENT,

IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE JAN SUVIDHA

KENDRA, AT Rest House Khandala MAHARASHTRA” and seeks to involve private

participation on design, build, finance, construct, implement, operate, maintain and

transfer basis.

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.

The Authority had accordingly invited proposals by its Expression of Interest No.

________ dated ________________________ (the “Expression of Interest” or “EOI”)

for short listing of bidders for the Project (hereinafter defined) at Rest House Khandala from

eligible bidders. After the shortlisting 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).

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).

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 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.




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F.

G.

H.

I.

J.

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.

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).

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.

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.

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 hereby

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.

(a)

(b)

(c)

(d)

Definitions

In this Agreement, unless repugnant to the context or meaning thereof, the following

words and expressions shall have the meanings hereinafter respectively assigned to them:

“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.

“Agreement Completion Certificate” means the certificate issued under Article 12 of

this Agreement.

“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.

“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)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

rights over the Project and / or the Site in the form of Clearances;

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;

tangible assets such as civil works and equipment including foundations,

embankments, electrical systems, communication systems and administrative

offices;

all rights of the Concessionaire under any agreements in relation to the Project

and / or the Site;

financial assets, such as receivables, security deposits etc.;

insurance proceeds; and,

the Clearances in relation to the Project, the Site and / or the obligations of the




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Concessionaire under this Agreement.

(e)

(f)

(g)

“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 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.

“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.

“Change in Law” means the occurrence of any of the following events after the

Proposal Acceptance Date:

(i)

(ii)

(iii)

(iv)

(v)

Enactment of any new Applicable Law;

The repeal, modification or re – enactment of any existing Applicable law;

the commencement of any Applicable law, which has not entered into effect as of

the Proposal Acceptance Date;

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,

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)

(ii)

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

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




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subsistence of this Agreement.

(i)

(j)

(k)

(l)

(m)

(n)

(o)

(p)

“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.

“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.

“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.

“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.

“Conditions Precedent” means the conditions set out in Article 4 hereof.

“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.

“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.

“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.




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(q)

(r)

“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.

“Engineer – in – charge” means the Executive Engineer, Public Works Division

________________________________ having its office at

_______________________________________________.

(s)

(t)

(u)

(v)

(w)

(x)

“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.

“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.

“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.

“Force Majeure” or “Force Majeure Event” shall mean an act, event, condition or

occurrence specified in the Article 17.

“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.

“Implementation Completion Certificate” means the certificate issued under

Article 10.1.




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(y)

(z)

(aa)

(bb)

“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.

“Independent Auditor/ Valuer” shall have the meaning as ascribed in this

Agreement.

“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.

{“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)}.

(cc)

(dd)

(ee)

(ff)

“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.

“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;

“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.

“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)

(ii)

(iii)

render any right vested in a Party by the terms of this Agreement ineffective;

significantly impairs or frustrates the ability of any Party to observe and perform

in a timely manner its obligations under this Agreement; or,

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.




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(hh)

(ii)

(jj)

(kk)

“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.

“Party” means any of the parties to this Agreement.

“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.

“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)

(ii)

(iii)

(iv)

(v)

(vi)

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,

completion of the development of the Jan Suvidha Kendra, as per the Project

Report and the provisions of the Agreement and its commissioning; and,

operation and maintenance, as per the terms and conditions of the Agreement

and Schedules hereof, and,

insurance on the Project, the Site and the Assets, for the purposes of providing

the services on a continuous basis; and,

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,

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.




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(nn)

(oo)

(pp)

(qq)

(rr)

(ss)

(tt)

(uu)

(vv)

(ww)

(xx)

(yy)

“Project Insurance” means the insurance taken out by or on behalf of the

Concessionaire pursuant to the provisions and requirements of this Agreement.

“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.

“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.

“Proposal Acceptance Date” means the date of execution of this Agreement.

“RFP” shall have the meaning as ascribed to it in Recital - D.

“Schedules” mean the schedules to this Agreement.

“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.

“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.

“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.

“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.

“Termination Date” means the date on which this Agreement terminates by efflux of

time or on the issuance of a Termination Notice.

“Termination Notice” means the communication issued in accordance with this

Agreement by the Authority to the Concessionaire for terminating this Agreement




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(zz)

(aaa)

(bbb)

(ccc)

(ddd)

(eee)

1.2.

“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.

“Third Party” means any Person, real or judicial, or entity other than the Parties to this

Agreement

“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.

“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.

“Users” means Person(s) / tourists using the Project.

“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.

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, 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)

(ii)

(iii)

(iv)

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 into hereunder;

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;

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;

Terms and words beginning with capital letters and defined in this Agreement

including the Schedules;




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(v)

(vi)

(vii)

Words importing Person or Parties shall include firms and corporations and any

organization having legal capacity to sue and be sued in its name;

Words importing the singular shall include the plural and vice-versa where

the Concession requires;

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)

(x)

(xi)

(xii)

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;

Any reference to any period of time shall mean a reference to that according to

Indian Standard Time;

References to any gender shall include the other and the neutral gender;

“lakh” means a hundred thousand (100,000) and “crore” means ten million

(10,000,000);

(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;

(xv)

The Schedules of this Agreement form an integral part of this Agreement and will be

in full force and effect as though they were expressly set out in the body of this

Agreement;

(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 or 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




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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.

1.4.

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).

Ambiguities within Agreement

In case of ambiguities or discrepancies within this Agreement, the following shall apply:

(i)

(ii)

(iii)

(iv)

(v)

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;

Between the Articles and the Schedules, the Articles shall prevail, save and except

as expressly provided in the Articles or the Schedules;

Between the written description on the Drawings and the Specifications and

Standards, the latter shall prevail;

Between the written description on the Drawing and the specific written dimension,

the latter shall prevail; and,

Between any value written in numerals and that in words, the later shall prevail.

1.5.

Priority of Documents




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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)

(b)

this Agreement; and,

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:

SCOPE OF 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)

(ii)

(iii)

(iv)

(v)

(vi)

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.

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).

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.

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.

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.

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)

(x)

Timely payment of the License Fees to Authority as per the terms and conditions of this

Agreement.

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.




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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 carry out 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

3.2

3.2.1

3.2.2

3.2.3

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.

Licence Fees to be paid for the Concession period:

The Concessionaire shall pay the Licence Fees for the Concession Period in accordance

with the terms and conditions of this Agreement.

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:

The same is calculated at Rs. ______ per year, assumed to be increased by _______%

for every year, discounted at Return on Investment of ____% and calculated at

_______________% 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 _______% as mentioned above, and the Authority is entitled to get additional

premium from the Concessionaire, then in that case Authority shall calculated such

2

calculation of land acquisition cost, detailed explanation is given in instructions of financial model.




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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

3.2.5

3.2.6

3.2.7

3.2.8

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 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.

Calculation method for premium, minimum amount of premium shall be calculated as

per Schedule III of this Agreement.

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.

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.

Subject to and in accordance with the terms and conditions set forth in this

Agreement, the concession hereby 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)

(ii)

(iii)

(iv)

(v)

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;

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;

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;

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;

Exclusive right and authority, during the Concession Period, to carry out the

specified activities in relation to the Project;




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(vi)

(vii)

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;

Manage, operate and execute rights over all 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.;

(ix)

(x)

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;

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 herein 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)

(ii)

The Authority shall recognize and undertake not to, in any manner, violate or

cause breach of the terms of this Agreement

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




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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

3.4.1

3.4.2

Concession Period

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.

It is hereby agreed between the Parties that:

(i)

(ii)

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,

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

3.5

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.

Implementation Period

The Implementation Period or the Time for Completion of Construction shall be a

period of _______________ months, commencing from the Compliance Date, wherein

the Concessionaire shall be required to comply with the following obligations:

(i)

(ii)

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.

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




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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 thereunder

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 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.

2.

3.

4.

loss, damage or destruction of the Project, the Sites and the Assets in the

care and custody of the Concessionaire;

the Concessionaire’s general liabilities arising out of the Agreement;

the workmen’s compensation insurance; and,

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)

(iv)

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.

The Concessionaire guarantees that the Time for Completion of Implementation

for the Project shall be achieved in accordance with the provisions of this




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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.

(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.

2.

3.

4.

5.

6.

Variation;

A Force Majeure Event;

Change of Scope;

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;

Any delay, impediment or prevention by the Authority; and,

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, whatever 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




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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) days of the 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 a location acceptable to the 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) days of the

last day of delay.

(ix)

Provided that the Concessionaire has complied with this Article, the Authority shall

proceed in accordance with Article 14 to determine either prospectively or

retrospectively such adjustment as may be due, taking into account all relevant

circumstances. The Authority shall notify the Concessionaire accordingly. When

determining each extension of time, Authority shall review its previous

determinations and 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 be entitled 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

4.2

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.

Obligations for satisfaction of Conditions Precedent for the Authority

The Authority shall have:

(i)

(ii)

(iii)

(iv)

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 hand over the Site in “as is where is” basis to the

Concessionaire;

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;

Issued government orders or gazette notifications, if necessary, for implementing

the Project; and,

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)

(ii)

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;

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




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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)

(iv)

(v)

(vi)

(vii)

Submit the Total Project Cost to the Authority for perusal;

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;

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;

Shall obtain all Clearances (not relating to construction at the Site) for

commencement of performance of the obligations, duties and responsibilities of

the Concessionaire;

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)

(ii)

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 within 60 (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.

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.




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(iii)

(iv)

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.

Each Party shall bear its respective costs and expenses of satisfying such

Conditions Precedents unless otherwise expressly provided for under this

Agreement.

4.5

Non – satisfaction of Conditions Precedent

(i)

(ii)

(iii)

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.

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.

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




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its contractors, agents and 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)

(v)

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.

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)

(ii)

(iii)

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.

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.

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)

(ii)

(iii)

The Concessionaire shall provide the Performance Security, amounting to Rs.9,16,400/-

(Rupees Nine Lakh Sixteen Thousand Four Hundred 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.

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 Rest House Khandala Maharashtra.

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, in

case of partial appropriation, to its original level, the Performance Security and in

case 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 be entitled 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)

(ii)

(iii)

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;

The Authority shall bear and be responsible for all costs, expense or charges

incurred in making available the Site in accordance with Article 4, including any

compensation required to be paid for acquisition of such Site; and,

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

not in derogation of its obligations elsewhere set out in this Agreement, the following:

(i)

(ii)

(iii)

(iv)

(v)

(vi)

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;

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;

Carry out 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;

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;

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;

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.




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(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;

(ix)

(x)

(xi)

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;

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;

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




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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;

(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




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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.

2.

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,

The Lead Member/Selected Bidder shall continuously hold at least, twenty –

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

Period.

(ii)

(iii)

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.

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.

8.2.

8.3.

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.

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.

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




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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.




A Chief Engineer, PW Region, Pune. Chairman

B Superintending Engineer PW Circle, Satara. Member

C Dy. Chief Architect, Pune. Member

D Executive Engineer PW Division, Satara. Member

E Dy. Engineer PW sub – division, Koregaon. Member, Secretary

F Other technical expert or financial expert as required. Member

G Duly authorized representative of the Concessionaire Member

Page 109 of 195

ARTICLE 9:

FORMATION AND MEETINGS OF THE COMMITTEE

9.1.

Formation and Meetings of the Committee

(i)

(ii)

(iii)

(iv)

A committee shall be formed for taking decisions on certain matters relating to

the Project. The committee shall be constituted as follows: 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.

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.

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.




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(v)

(vi)

(vii)

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 relevant papers. A notice of meeting may be sent

by hard copy courier, fax or email PDF.

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.

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.

2.

3.

The audit and inspection as per Article 19 of this Agreement.

Finalisation of the Total Project Cost for the purpose of certificate to be

issued by Authority as per Schedule – VI of this Agreement.

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)

(ii)

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.

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 within 20

(twenty) days after the completion of all the following steps, to the satisfaction

of the Authority:

1.

2.

3.

4.

The Concessionaire has provided the Project Report and the Project Report

has been approved by the Authority;

The Concessionaire has provided a detailed inventory of the Assets brought in

by the Concessionaire during the Implementation Period;

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,

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.




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(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

any way:

(i)

(ii)

(iii)

(iv)

Alter, vary and / or revise the duties, liabilities, obligations and responsibilities of

the Concessionaire, without the prior written consent of the Authority;

Constitute as a waiver of unfulfilled duties, obligations and responsibilities of the

Concessionaire, without the prior written consent of the Authority;

Bar remedy and rectification of defects and deficiencies in quality and / or

performance; and,

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)

(ii)

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.

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




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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 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 carry out 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 carry out 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.

11.2.

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.

Obligations of the Concessionaire during the Operations and Maintenance

Period

(i)

(ii)

(iii)

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.

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.

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




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the Concessionaire to the Authority which shall be genuine pre – estimate of the loss

caused to the Authority.

(iv)

(v)

(vi)

(vii)

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 notice, require the Concessionaire to take reasonable measures

immediately for rectifying or removing such hardship or unsafe condition, as the

case may be.

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.

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.

The duties, responsibilities and obligations of the Concessionaire more

specifically includes without limitation, the following:

1.

2.

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 carry out

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.

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.




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3.

4.

5.

6.

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.

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.

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.

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.

8.

9.

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.

The Concessionaire shall install bio degradation units for disposal of waste

from the Jan Suvidha Kendra and the Project.

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




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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.

11.

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.

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 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




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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.

13.

14.

15.

16.

17.

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.

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.

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 to maintain them in accordance

with the Specifications and Good Industry Practice at all times during the

subsistence of the Agreement.

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.

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.

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.




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18.

19.

20.

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.

CCTV: The Concessionaire shall compulsorily install enough CCTV cameras

at the project and give access for online surveillance to authority.

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

12.2

12.3

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. The request 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.

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.

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)

(ii)

(iii)

(iv)

(v)

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;

The Authority shall take all necessary action in accordance with Applicable Laws to

authorize the execution, delivery and performance of this Agreement;

This Agreement constitutes a legal, valid and binding obligation enforceable against

the Authority in accordance with the terms hereof;

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,

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)

(ii)

(iii)

(iv)

(v)

(vi)

It is duly organised, validly existing and in good standing under the laws of the

jurisdiction of its incorporation;

It has full power and authority to execute, deliver and perform its obligations under

this Agreement and to carry out the transactions contemplated hereby;

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;

It has the financial standing and capacity to undertake the Project;

This Agreement constitutes its legal, valid and binding obligation enforceable against

it in accordance with the terms hereof;

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;




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(vii)

(viii)

(ix)

(x)

(xi)

(xii)

(xiii)

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 terminate the Agreement between the

Parties. The costs and risks for such termination shall be entirely borne by the

Concessionaire;

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;

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;

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;

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;

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;

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




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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.

13.3.

Obligation to Notify Change

(i)

(ii)

(iii)

(iv)

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.

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.

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.

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)

(ii)

(iii)

(iv)

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.

Subject to the Change in Law, the Concessionaire shall be liable to pay all

applicable Taxes, duties, levies, as per the Applicable Laws.

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 into

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.

The guiding principle in the operation of this Article shall be so as to place the

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)

(ii)

(iii)

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.

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 thereunder (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.

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




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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.

(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)

(ii)

(iii)

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;

not relieve the Concessionaire from liability to pay damages or compensation under

the provisions of this Agreement; and,

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 within 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)

(ii)

(iii)

(iv)

(v)

(vi)

(vii)

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.

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;

The Concessionaire fails to meet the progressive milestones as provided for in this

Agreement;

The Concessionaire abandons the Project or any of its material obligations as provided

under this Agreement;

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;

The Concessionaire does not comply with its Minimum Equity Requirements under

Article 7.2 of this Agreement;

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,




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does not affect the ability of the Concessionaire to perform its obligations under this

Agreement;

(viii)

(ix)

(x)

In the event a resolution is passed by the shareholders of the Concessionaire for the

voluntary winding up of the Concessionaire;

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;

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.

2.

3.

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;

The amalgamated entity or resulting entity has the financial standing to

perform 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,

The Project Agreements remain in full force and effect;

(xi)

(xii)

(xiii)

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;

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;

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




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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.

2.

not acted in a bonafide manner during the bidding process and the

execution of this Agreement; and / or,

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 be entitled 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,




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and may after the expiry of such 15 (fifteen) days, whether or not it is in receipt of

such representation, issue the Termination Notice.

15.3

15.4

15.5

15.6

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.

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”).

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.

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.




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

15,68,130

ii) 50% depreciated value of the building

(Structure) (As per table T-3 as below)

62,50,000

Sub Total A 78,18,130

Reduced by

a) Debit for cost of wear & tear required to get the

building at good working condition

5,00,000

b) Debit for incomplete work, if any 0

Sub Total B 5,00,000

Page 130 of 195

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 the provisions of Articles 15, the Concessionaire shall peacefully hand

over the possession of the Project, the Site and the Assets in proper working

condition and the Performance Security shall be encashed by the Authority.

16.1.2 The Concessionaire shall be entitled to get Termination Payment as mentioned below:

(i)

(ii)

Fifty (50%) percent premium paid towards land rent, apportioned to the balance

of the Operations and Maintenance Period; and,

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)

(ii)

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,

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:

FINAL DRAFT CONCESSION AGREEMENT FOR CONSTRUCTION OF JANSUVIDHA KENDRA AT Rest House Khandala on Khandala Koregaon Rahimatpur Karad

Sangli Shirol S.H.142 Road km.1/00 Tal.Khandala Dist.Satara, MAHARASHTRA.

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Termination Payment Due ( Sub Total A- Sub

Total B)

Table T-1

Working for calculation of Premium

At the time of Bid

73,18,130

Year Period Rent Increas ROI % NPV

From

01-06-

To

31-05-

e for

the year

1 17 18 380016 0% 12% 339300

01-06- 31-05-

2 18 19 418017 10% 12% 333241

01-06- 31-05-

3 19 20 459819 10% 12% 327290

01-06- 31-05-

4 20 21 505801 10% 12% 321446

01-06- 31-05-

5 21 22 556381 10% 12% 315705

01-06- 31-05-

6 22 23 612019 10% 12% 310068

01-06- 31-05-

7 23 24 673221 10% 12% 304531

01-06- 31-05-

8 24 25 740543 10% 12% 299093

01-06- 31-05-

9 25 26 814597 10% 12% 293752

01-06- 31-05-

10 26 27 896057 10% 12% 288506

01-06- 31-05-

11 27 28 985663 10% 12% 283354

01-06- 31-05-

12 28 29 1084229 10% 12% 278295

01-06- 31-05-

13 29 30 1192652 10% 12% 273325

01-06- 31-05-

14 30 31 1311917 10% 12% 268444

01-06- 31-05-

15 31 32 1443109 10% 12% 263651

Present Value of Land

Rent

450000

0

FINAL DRAFT CONCESSION AGREEMENT FOR CONSTRUCTION OF JANSUVIDHA KENDRA AT Rest House Khandala on

Khandala Koregaon Rahimatpur Karad Sangli Shirol S.H.142 Road km.1/00 Tal.Khandala Dist.Satara, MAHARASHTRA.

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Table T-2


At the time of Termination

Year Period Period Rent Increase ROI % NPV

From

31-05-

To

30-05-

in

Years

for the

year

1 22 23 1.00 380016 0% 12% 339300

31-05- 30-05-

2 23 24 1.00 418017 10% 12% 334154

31-05- 30-05-

3 24 25 1.00 459819 10% 12% 327290

31-05- 30-05-

4 25 26 1.00 505801 10% 12% 321446

31-05- 30-05-

5 26 27 1.00 556381 10% 12% 315705

31-05- 30-05-

6 27 28 1.00 612019 10% 12% 310917

31-05- 30-05-

7 28 29 1.00 673221 10% 12% 304531

31-05- 30-05-

8 29 30 1.00 740543 10% 12% 299093

31-05- 30-05-

9 30 31 1.00 814597 10% 12% 293752

31-05- 30-05-

10 31 32 1.00 896057 10% 12% 289297

31-05- 31-05-

11 32 32 0.00 985663 10% 12% 776

01-06- 31-05-

12 32 32 - 1084229 10% 12% 0

01-06- 31-05-

13 32 32 - 1192652 10% 12% 0

01-06- 31-05-

14 32 32 - 1311917 10% 12% 0

01-06- 31-05-

15 32 32 - 1443109 10% 12% 0

Present

Value of

Land Rent

50% OF

ABOVE

31,36,26

0

15,68,13

0

FINAL DRAFT CONCESSION AGREEMENT FOR CONSTRUCTION OF JANSUVIDHA KENDRA AT Rest

House Khandala on Khandala Koregaon Rahimatpur Karad Sangli Shirol S.H.142 Road km.1/00


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Table T-3

100% depreciated value of the building

Valuation of the project

Estimated useful life of the building

Operation period utilised

Balance Useful Life of Project

Depreciation on utilised period

Rate of depreciation of Straight Line Method

Amount of Depreciation for utilised period

Depreciated Value of the Building

50% of Depreciated Value of the building

Rs.

Years

Years

Years

% p.a.

50%

15000000

30

5

25

3.33%

2500000

12500000

62,50,000

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)

(ii)

All payments due to the Concessionaire as calculated under Article 15.1 shall be

made within 30 (thirty) days of termination of the Agreement.

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)

(ii)

(iii)

(iv)

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;

take possession and control of all materials, stores, implements, plants and

equipment on or about the Project and the Site;

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;

require the Concessionaire to comply with the transfer requirements set forth in

Article 23 of this Agreement.




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16.3

Limitation of Termination Payments by the Authority

Termination payment, due and payable under this Agreement, shall be limited to Rs.

______________________ (Rupees ______________________ only), as the

case may be, and the Authority shall at no time be liable to pay the termination

payment in excess of Rs. ______________________ (Rupees

______________________ only). 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.




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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 Articles 17.2, 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)

(ii)

(iii)

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;

The Affected Party has been unable to prevent by the exercise of due diligence

and reasonable efforts, skill and care; and,

Has a Materially Adverse Effect on the Project.

17.2

Non – Political Force Majeure Events For the purposes of Article 17.1, Non – Political Force Majeure Events shall mean one or

more of the following acts or events:

(i)

(ii)

(iii)

(iv)

(v)

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;

Radioactive contamination or ionising radiation;

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;

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,

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.

FINAL DRAFT CONCESSION AGREEMENT FOR CONSTRUCTION OF JANSUVIDHAKENDRA AT Rest



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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)

(ii)

(iii)

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;

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

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)

(ii)

Expropriation or compulsory confiscation, by any Competent Authority of any

Assets or rights of the Concessionaire or of the contractors; or,

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)

(ii)

Delay in performance by the Concessionaire, subcontractor(s), agents and

employees of the Concessionaire; or,

Breakdown or ordinary wear and tear of materials, equipment machinery or parts

relating to the Project.




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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)

(ii)

(iii)

the expropriation, confiscation, nationalisation or requisition of the Project,

Assets by the Authority;

the imposition of any blockade, embargo, import restrictions, rationing or

allocation by the Authority or any Competent Authority; or,

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)

(ii)

(iii)

There shall be no Termination by the Concessionaire;

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,

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)

(ii)

(iii)

(iv)

There shall be no Termination of this Concession Agreement by the

Concessionaire;

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;

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,

All cost arising out or concerning such Force Majeure Event shall be borne in

accordance with provisions of Article 17.9.




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17.9

17.10

17.11

17.12

17.13

17.14

Allocation of costs during the subsistence of Force Majeure

Upon occurrence of a Force Majeure Event after Compliance Date, the costs attributable

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.

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.

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 be

entitled 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.

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.

Liability for other losses, damages etc.

Save and except as expressly provided in this Article neither Party hereto 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.

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




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Majeure Event is likely to have occurred on the performance of its obligations

under this Agreement

(ii)

Any notice pursuant to this Article 17.14 shall include full particulars of:

1.

2.

3.

4.

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 thereof;

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;

The measure which the Affected Party is taking or proposes to take to

alleviate the impact of such Force Majeure Event; and

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 to perform 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)

(ii)

(iii)

The suspension of performance shall be no greater scope and of no longer

duration than is reasonably required by the Force Majeure Event;

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,

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.




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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)

(b)

(c)

Any Party raising the Dispute and invoking the arbitration shall send a written

notice of Dispute (“Arbitration Notice”) to other Party.

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.

All proceedings in any such arbitration shall be conducted in English.

(d)

The seat of

the

arbitration

proceedings

shall

be

Pune,

Maharashtra.

(e)

(f)

(g)

The arbitrator shall be free to award costs as may be appropriate.

The arbitral award shall be a reasoned award and shall be in writing.

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




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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.




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ARTICLE 19:

PERIODICAL AUDIT AND INSPECTION

19.1.

19.2.

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.

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.




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ARTICLE 20:

FINANCING DOCUMENTS

20.1.

20.2.

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.

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.




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ARTICLE 21:

TAXATION AND CONFIDENTIALITY

21.1. Local Taxation

(i)

(ii)

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 may be 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

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.

21.3.

21.4.

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 Laws and the Concessionaire shall make such deductions in respect of

such taxes as required by law.

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 any time, 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.

Exceptions to Confidentiality




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The restrictions imposed by Article 21.3 shall not apply to the disclosure of any

Confidential Information:

(i)

(ii)

(iii)

(iv)

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;

Which is required by Applicable Laws, to be disclosed to any Person who is

authorised by Applicable Laws to receive the same;

To a court, arbitrator or administrative tribunal in the course of proceedings before

it to which the Concessionaire is a party; or,

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.




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ARTICLE 22:

PROJECT REVENUES AND COMMERCIAL CHARGES

22.1.

Levy and Appropriation of Commercial Charges

(i)

(ii)

(iii)

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.

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 subcontractors shall levy, collect, and appropriate

Commercial Charges, as set out in Article 22.2 of this Agreement.

The Authority expressly recognises that the right of the Concessionaire or its

subcontractors 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)

(ii)

(iii)

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.

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.

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)

(ii)

(iii)

(iv)

(v)

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.

The Concessionaire shall to the extent possible assign to the Authority or its

nominated agency at the time of transfer all unexpired guarantees and warranties

by subcontractors 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 counterpart to the Concessionaire has approved such assignment under the

terms and conditions of the relevant Project Agreement.

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.

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.

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




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(vi)

(vii)

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 Authority shall accept absolutely no liability on

account of any matter pertaining to the Concessionaire's employees, staff, labour

etc.

On the Transfer Date, the Concessionaire shall hand over 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

24.2

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 Satara, Maharashtra shall have jurisdiction over all matters arising out of, in

connection with or relating to this Agreement.

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)

(ii)

(iii)

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 Agreement;

Shall not be effective unless it is in writing and executed by a duly authorised

representative of the Party; and

Shall not affect the validity or enforceability 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 acceptance of any variation or the relinquishment of any such

right hereunder.

24.3

24.4

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.

Severability

If for any reason whatsoever, 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

24.6

24.7

24.8

24.9

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.

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.

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.

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

Compliance with Laws and Directives

(i)

(ii)

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.

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.




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(iii)

(iv)

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 therewith, to the extent arising out of any failure of the Concessionaire

or its employees to comply with 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.

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

24.11

Joint and Several Liability

If the Concessionaire is 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.

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 Division, Satara. 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




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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.

24.13

24.14

24.15

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.

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.

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 Division

Satara.

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.




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

Page 154 of 195

LIST OF SCHEDULES

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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 Rest House Khandala Maharashtra”

The Concessionaire shall be required to conceptualize and design, build, finance, construct,

develop, implement, operate and maintain world – 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.

b.

c.

d.

e.

f.

g.

h.

i.

j.

k.

l.

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)

Drinking water with RO and water ATM facility.

Kitchen and restaurant facility with furniture.

Shops for general stores, ATM, food plaza, etc.

Shop for servicing of vehicles.

Security centre.

External and Internal beautification.

Children’s play area.

Internal roads,

Compound wall,

Sewage treatment plant and effluent treatment plant.

Provision of electrical work shall include but not limited to the following –

i)

ii)

iii)

iv)

v)

Street lights.

Solar lights

Internal electrical installations, with inverter facility.

CCTV installation

External electrifications including transformers, DG sets, etc.

m.

n.

Paving, parking place, park etc.

External water supply.

The following are the parameters that shall be ensured by the Concessionaire:

I.

JAN SUVIDHA KENDRA :

a.

b.

The Jan Suvidha Kendra shall have provision for required toilet seats men and

women as specified in the norms and specifications.

The Jan Suvidha Kendra shall be constructed in accordance with the following:

Area of the Site (in

square feet)

11202.19 Square Metre

Built up area (in square

feet)

699.27 Square Metre

Minimum Built – up

Area (in square feet)

Maximum Built – up

Area(in square feet)

Page 156 of 195

c.

d.

e.

f.

g.

h.

i.

j.

k.

l.

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.

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.

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.

Design should be user friendly, rugged, vandalism – proof and fire resistant to

ensure safety of equipment and installations as well as the Users.

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.

The specifications to be adopted for finishing items such as flooring, wall lining

etc. shall have to be of water resistant materials of 1st quality. Flooring to be anti

– slip and with proper drainage system.

For safety / rescue, break – ins of (internal) toilet doors should be part of design.

Green concepts in design such as use of natural lighting / ventilation, scientific

disposal of waste shall be encouraged.

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’.

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.

b.

c.

d.

e.

f.

g.

h.

The construction / installation should be exactly as per the design, plan

and specification as mentioned in Project Report and as approved by the

Authority.

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.

The toilet construction should not create unsecure spaces in or around it

causing safety concern.

Proper sewage connection to be ensured so that no water logging or

unhygienic conditions are created in or around the toilet.

The area around the toilet to be restored in 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.

During the construction, the Concessionaire (or his contractors) shall ensure

proper upkeep for collecting debris and proper scientific disposal of debris.

Land / space for off-site pre – fabrication (if required) shall be organized by

Concessionaire at his own cost.

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.

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i.

j.

k.

l.

m.

n.

Lighting system should be adequate and all fixtures should be vandalism –

proof.

Plumbing should be of good quality UPVC / CPVC, water conserving, and

vandalism – proof.

Electricity and water connection from utility agency shall be obtained by the

Concessionaire.

Adequate fire – safety measures complying with all fire safety norms shall be

installed and maintained.

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.

In areas where frequent breakdown / 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.

b.

c.

d.

e.

The Concessionaire shall be required to include the advertisement boards

design to the proposed sites in the Project Report shall be submitted to

Authority;

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;

70% of outside space in the plot assigned can be utilized for Advertisement

purpose; and,

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.

The minimum specifications of the display shall be as follows:

i.

ii.

Material: All structures/frame to be made of galvanized steel.

The structure / frame to be treated with hot dip or hot sprays

galvanization.

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iii.

iv.

v.

vi.

vii.

viii.

All screws and nuts to be made of stainless steel and there should be

spot welding at all the nuts to prevent vandalism.

The structure / frame should be dimensioned to withstand local wind

gusts according to regulations.

The structure / frame to be properly powder coated for protection

against rusting.

All materials should be non – flammable.

All sharp corners should be eliminated.

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 a board of size 2 feet by

1.5 feet on front side:

i.

ii.

Jan Suvidha Kendra / logo

Site location name

C.

CIVIL AND JOINERY WORK:

a.

b.

c.

d.

e.

f.

g.

h.

i.

j.

k.

l.

RCC structure.

Plinth 600mm.

External walls 230mm in AAC Block masonry

Internal walls 115mm

Internally 20mm neeru finished plaster

Externally 20mm sand faced plaster

1000 X 1000 mm Rustic Finished Vitrified Tiles

600 X 600 mm Glazed Vitrified tiles for Dado in Kitchen, washing area.

600 X600mm Rustic Tiles for flooring in Toilets.

ACP/ metacular sheets/GRC sheets/ tensile roof sheets.

UPVC doors and all window frames.

Toughened glass doors, partitions (frontage of shops).

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m.

n.

o.

p.

q.

r.

s.

t.

u.

v.

w.

x.

y.

z.

aa.

bb.

Sliding windows with glass and UPVC frames.

Perforated sheet for Rolling shutters.

Parryware/hindware/ Kohler Sanitary appliances with soft close toilet seats.

Jaguar plumbing accessories with sensor systems.

UPVC/CPVC pipes for piping.

Rain water harvest to bore.

STP with waste water treatment tank.

Solar lights/ LED Lights in entire campus.

Fixed granite furniture in pantry.

Enough CCTV camera.

LED lights in centre.

Under ground water tank of 1,00,000 litres capacity. And 50,000 litres

capacity overhead tank.

Covered shed for generator, gas storage in separate compartment with

piped gas connections in kitchen.

Lustre paint internally and apex paint externally.

Concrete floored roads for parking and in premises.

GRC screen walls @ 15 sqmts.

D.

Toilet Unit:

a.

b.

c.

d.

e.

Basic structure shall comprise of AAC / brick masonry and RCC roof slab to

be constructed as per relevant IS codes.

Cement plaster in ratio of 1:4 (one cement: 4 coarse sand) shall be provided.

Flooring shall comprise of granite / Vitrifiedas per the specifications and the

colour as approved by Authority.

8” x 12” glazed tile dado up to 7”-00” height shall be provided except in the

store and entrance area. The make & colour shall be as approved by

Authority.

Min. 4” high skirting shall be provided of the same material as of the flooring.

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f.

g.

h.

i.

j.

k.

l.

m.

Granite frames for all doors and windows.

Door shutter of min 35mm thick with granite frame and panel of pre -

laminated board shall be provided. FRP doors for toilet blocks shall be

provided.

Anodised aluminium sliding window shall be provided.

Wash hand basins shall be provided in the counters as indicated in the

drawing.

The counter shall be of granite.

Approaches to the toilets shall be provided from pathways and adjoining

areas as feasible. Such approaches shall be laid with precast paver blocks of

at least 40mm thickness.

External finish shall be of factory manufactured precast tile cladding of the

size and colour to be approved by Authority.

Internal wall surface shall be finished with good quality plastic emulsion

paint of make and shade to be approved by Engineer – in – charge.

E.

Fittings and fixtures:

a.

b.

c.

d.

e.

f.

g.

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.

Round / oval wash hand basins shall be provided.

First quality C.P. fixtures and fittings shall be of the reputed make such as

Jaquar, Hindware/ Kohler etc. as approved by Authority.

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.

Liquid soap dispenser shall be provided for wash hand basin for ladies &

gents use.

Mirrors with full width of counter of wash hand basin of Belgium / Modi

Float make shall be provided.

of 195

h.

i.

j.

Water filter with RO, water cooler or Mineral water dispenser shall be

provided for drinking water.

At least two hand driers shall be provided of the make as approved by

Authority.

All other accessories shall be provided of the make to be got approved from

Authority.

F.

Electrical:

a.

b.

c.

d.

e.

Concealed conduit pipe with standard copper wire (ISI marked) shall be

provided.

Plate type switches and accessories of standard make such as Legrand /

MK, Anchor, etc.

Electrical layout drawings shall be approved by Authority.

Exhaust fans/ fresh air fans of any of the reputed makes such as Crompton

Greaves / Havells / BAJAJ, etc. shall be provided.

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.

b.

c.

d.

e.

f.

Water proofing treatment as per PWD specifications shall be provided over

the roof in addition to the terracing.

The external treatment of the walls such as GRC ( ) shall be got approved

from Authority.

The illumination of the advertisement panel shall be as per the requirement

and as permitted by the civic authorities.

The layout and facilities provided shall be universal design.

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.

of 195

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.

b.

c.

d.

e.

f.

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.

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.

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.

Internal finishing shall be done as approved by Authority.

All water pipes, drainage and waste pipes would be concealed.

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.

h.

i.

The areas 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 upto 10

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.

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.

j.

The Concessionaire shall be responsible for adhering to safety regulations for

Users and workman’s as notified under Law.

of 195

k.

l.

m.

n.

o.

p.

q.

r.

s.

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.

All Civil/building/structural works shall conform to Public Works Department

(PWD) specifications for class-1 building works and standards as given in the

National Building Code (NBC) guidelines.

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.

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 fittings and fixtures.

The Concessionaire shall plant flowering and other shrubs in the campus and

water them subject to the plan approved by the Authority.

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.

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.

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 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.

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.

Utility Service Output Maximum Tolerance

Level

Permissible time

limit for

repairs/

Toilet floor Smooth and free

from cracks, chipping

or any other similar

damage.

Keep clean, dry,

without any litter,

stain etc.

Nil rectifications Repaired/ rectified

within 7

day.

Debris/garbage/othe

r litter shall be

removed

immediately upon

detection

Damaged/dysfunctio

nal

dustbins/spittoons

shall be

repaired/replaced

immediately upon

Page 165 of 195

b.

c.

d.

e.

f.

g.

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.

The liquid soap shall be made available at free of cost at all time during

operation.

The Concessionaire shall make own arrangement for security of the toilet block

and its fixtures.

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/caretaker of the Concessionaire

shall not allow any other person to occupy the toilet blocks.

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.

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.

V.

Maintenance schedule and standards

The Concessionaire shall adhere to the conditions set out in Table 1 and Table 2

below: Table - 1

the detection

Advertising

panels and

supporting

structures

No Cracks,

breakages or

corrosion of metal

surfaces

No stains

No

defaced/discoloured

surface

Not more than 5% of

surface shall be

damaged/defaced/discol

oured, subject to, the

damaged/defaced/discol

oured area not

exceeding a maximum

area of 1 Sqm 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

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

Page 166 of 195

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

Page 167 of 195

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

Table – 2

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

Page 168 of 195

VI.

Maintenance of Records

The Concessionaire shall maintain all the records of:

a.

b.

c.

d.

The bills paid to service providers like water and power supply etc.;

Record on number of Users using the Jan Suvidha Kendra;

A Suggestion Book for the Users; and,

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.

b.

c.

d.

Timely cleaning of all the sanitary fixtures by the management staff;

Use of air fresheners in the WC and the urinal area;

Use of exhaust fans in all passages and corridor of the Jan Suvidha Kendra;

Design of the Jan Suvidha Kendra will provide for maximum natural ventilation and lighting;

and,

No PARAMETERS YES N

O

N

A

I CATEGORY A

1 Water supply

Page 169 of 195

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.

b.

c.

d.

The sanitary fixture will be dry at all times so as to give the same quality to all

customers.

The seat for the EWC will be kept dry.

All the fixtures will be kept clean at all times so as to give every customer the same

quality of cleanliness of the facility.

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.

b.

c.

The liquid soap/soap cakes of standard quality and make, which will be provided in the

wash basins;

The public convenience rolls will be of standard quality and make; and,

The quality of hand driers are maintained in proper condition for the customer’s

usage.

The consumables to be available at all times and 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.

b.

c.

d.

Replacement of all consumables as and when required.

Repair any defective fixture before next use and all replacement shall be of original

specifications and design.

Provide clean and dry consumables for each customer.

The Concessionaire shall have kept and maintain at the public convenience an

inspection card containing the following details:

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 Book keeping - Suggestion Book & complaint

register

III CATEGORY –C

1 Walls; Dry & Clean

2 Washbasin Dry & Clean

3 Litterbins; Clean

4 Windows; Clean

5 Door; Clean

6 Glass (Windows & ventilators); Clean

7 Mirror; Clean

8 Waiting area; Clean

9 Litterbin clean

10 Landscaping Maintenance

11 External building Surface Clean

12 Surroundings Clean

13 Tickets format - adherence to standards

14 Book keeping - Consumables stock

15 Behaviour of staff

16 Communication

Page 170 of 195

of 195

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 Division, Satara.

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 Division, Satara (“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 Rest House Khandala on Khandala Koregaon Rahimatpur Karad Sangli Shirol S.H.142

Road km.1/00 Tal.Khandala Dist.Satara, 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 Division, Satara and is not

dependent upon execution or performance of any Agreement amongst Executive Engineer, Public Works

Division, Satara 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 Division, Satara i.e. the beneficiary on behalf of the Concessionaire, up to

a total sum of Rs. ____________________________ (Rupees _____________________________

only), such sum being payable by us to (short form of the ULB _____________________),

immediately upon receipt of first written demand from the Executive Engineer, Public Works Division, Satara.

of 195

2.

3.

4.

5.

6.

7.

We unconditionally and irrevocably undertake to pay to the Executive Engineer, Public Works

Division, Satara 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,

PWDivision, Satara 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).

We hereby waive the necessity of the Executive Engineer, PW.________ Division, ________

demanding the said amount from Concessionaire prior to serving the Demand Notice upon us.

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.Division, Satara 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.

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 ______________________.

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.

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 Public Works

Division, Satara at Satara branch of the bank ____________________

Notwithstanding anything contained herein:

1.

2.

3.

Our liability under this Bank Guarantee shall not exceed Indian Rs. __________________

(Rupees _________________________________ only).

This unconditional and irrevocable Bank Guarantee shall be valid w.e.f. to ____________.

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, P.W.Division, Satara serves

upon us a written claim or demand on or before ______________.

Authorized Signatory for Bank

Sr. No. Particulars Unit Amount

1. Ready Reckoner rate of the land area as per IGR

Calculations

Rs. 12,50,000

2. Multiplier for Land valuation 5

3. Market value of land (Sr. No. 1 X Sr. No. 2) 62,50,000

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) 5,00,000

6. Rate of interest considered for calculating present value

of rent

12%

7. Present value of rent calculated as Table P-1

Page 173 of 195

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.

Table P-1

Year From

Period To

Rent Increase for the year

IRR % NPV

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

01-06-17

01-06-18

01-06-19

01-06-20

01-06-21

01-06-22

01-06-23

01-06-24

01-06-25

01-06-26

01-06-27

01-06-28

01-06-29

01-06-30

01-06-31

31-05-18

31-05-19

31-05-20

31-05-21

31-05-22

31-05-23

31-05-24

31-05-25

31-05-26

31-05-27

31-05-28

31-05-29

31-05-30

31-05-31

31-05-32

500000

550000

605000

665500

732050

805255

885781

974359

1071794

1178974

1296871

1426558

1569214

1726136

1898749

0%

10%

10%

10%

10%

10%

10%

10%

10%

10%

10%

10%

10%

10%

10%

12%

12%

12%

12%

12%

12%

12%

12%

12%

12%

12%

12%

12%

12%

12%

446429

438457

430627

422937

415385

407967

400682

393527

386500

379598

372819

366162

359623

353202

346894

Present Value of

Land Rent

Working for incremental revenue in case of increase in market value of the property

Table P-2

5920809

Ye

ar

Period

Ready

reckoner

rate at the

begining of

the year

Multip

lier

( Land

Aquisit

ion

Value)

Rent

al

Inco

me

(%)

Revise

d

Rental

Incom

e

Original

Rental

income

considered

for financial

model

Differe

nce

(1) (2) (3) (4) (5) (6) (7) (8) (9) (10)

From To Rs

1 01-

06-17

31-

05-18 1250000 5.00

6,250,0

00

8.00

% 500,000 500000 0

2 01-

06-18

31-

05-19 1406250 5.00

7,031,2

50

8.00

% 562,500 550000 12500

3 01-

06-19

31-

05-20 1582031 5.00

7,910,1

56

8.00

% 632,813 605000 27813

4 01-

06-20

31-

05-21 1779785 5.00

8,898,9

26

8.00

% 711,914 665500 46414

5 01-

06-21

31-

05-22 2002258 5.00

10,011,

292

8.00

% 800,903 732050 68853

6 01-

06-22

31-

05-23 2252541 5.00

11,262,

703

8.00

% 901,016 805255 95761

7 01-

06-23

31-

05-24 2534108 5.00

12,670,

541

8.00

%

1,013,6

43 885781 127863

8 01-

06-24

31-

05-25 2850872 5.00

14,254,

358

8.00

%

1,140,3

49 974359 165990

9 01-

06-25

31-

05-26 3207231 5.00

16,036,

153

8.00

%

1,282,8

92 1071794 211098

10 01-

06-26

31-

05-27 3608134 5.00

18,040,

672

8.00

%

1,443,2

54 1178974 264280

11 01-

06-27

31-

05-28 4059151 5.00

20,295,

756

8.00

%

1,623,6

61 1296871 326789

12 01-

06-28

31-

05-29 4566545 5.00

22,832,

726

8.00

%

1,826,6

18 1426558 400060

13 01-

06-29

31-

05-30 5137363 5.00

25,686,

817

8.00

%

2,054,9

45 1569214 485731

14 01-

06-30

31-

05-31 5779534 5.00 28,897, 8.00

% 2,311,8 1726136 585678

Page 174 of 195

of 195

669

14

01-

31-

32,509,

8.00

2,600,7

15 06-31 05-32 6501975 5.00 877 % 90 1898749 702041

In the above table P-2, department will change the amount in column (4).

Sr.

No. District Name of road Location

Available

area of

Land ( Sq.

M)

P.W. Circle Satara.

1. Satara Khanda on Khandala Koregaon

Rahimatpur Karad Sangli Shirol

S.H.142 Road km.1/00 Tal.Khandala

Dist.Satara.

AT Rest House Khanda 11202.19

Page 176 of 195

SCHEDULE – IV

THE SITE

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 177 of 195

SCHEDULE – V

FORMAT OF AUDIT REPORT

Check list and Mark list for Audit

of 195

II

1

Group B

Structure

Status of Fabricated Structures -

Advertising Flex,

Parking Shed,

Entrance Gate,

Mobile Tower

5

5

5

5

99

20

2

3

4

5

III

Civil Work

External Walls

Internal Wall

Compound Wall,

External Paints

Internal Paints

Doors, Windows, Shutters, Ventilators

Underground Water tank

Roof, Ceiling, Tensile structure

Electrical

Overall Internal Electrical Installations

Street lights

D G Set, inverter, power back up Misc

Landscaping

Children Play area

Book keeping - Suggestion Book & complaint register

Information and Display Board

Behaviour of staff

Communication

Canteen

Sufficient Furniture in restaurant

Cleanliness in Restaurant area

Cleanliness in Kitchen area

Licence from Food & Drug Authority

Quality of Food

Consumables: Stock as per standards

Consumables: Adherence to quality recommended

Total Group A + Group B

4

4

4

4

4

4

4

4 4

4

4

3

3

3

3

1

1 3

3

3

3

3

3

3

32

12

14

21

200

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 179 of 195

** There shall be a negative marking on event occurring as follows,

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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

Rest House Khandala on Khandala Koregaon Rahimatpur Karad Sangli Shirol S.H.142


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, Public Works Sub-Division, Khandala dated _____

Sir,

This is to certify that, work allotted to you for construction / Implementaion of Jansuvidha

Kendra at Rest House Khandala has been successfully completed by you. Details of the same are as

follows;

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

Bid Due Date

Reference Date for Bid Price

Appointed Date

Construction Period

COD

Operations Period

Concession Period

Concession Period Closure

One time Premium paid towards land rent at the time of Bid

Amount of Performance Security deposit not to be released

till termination

Whether project constructed on allotted land?

Is construction as per specification?

(If not, same shall be reported in this letter with a separate

annexure)

Whether all services are working?


annexure)

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

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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,

P W Division,Satara.

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SCHEDULE – VII

FORMAT FOR WORKING OF PREMIUM PAID


At the time of

Bid

Year Period Rent Increase ROI % NPV

From To for the

year

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

01-06-17

01-06-18

01-06-19

01-06-20

01-06-21

01-06-22

01-06-23

01-06-24

01-06-25

01-06-26

01-06-27

01-06-28

01-06-29

01-06-30

01-06-31

31-05-18

31-05-19

31-05-20

31-05-21

31-05-22

31-05-23

31-05-24

31-05-25

31-05-26

31-05-27

31-05-28

31-05-29

31-05-30

31-05-31

31-05-32

380016

418017

459819

505801

556381

612019

673221

740543

814597

896057

985663

1084229

1192652

1311917

1443109

0%

10%

10%

10%

10%

10%

10%

10%

10%

10%

10%

10%

10%

10%

10%

12%

12%

12%

12%

12%

12%

12%

12%

12%

12%

12%

12%

12%

12%

12%

339300

333241

327290

321446

315705

310068

304531

299093

293752

288506

283354

278295

273325

268444

263651

Present Value of

Land Rent 4500000

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

Page 183 of 195

SCHEDULE – VIII

CONSENT FOR SUB LETTING

-------- on the letter head of Executive Engineer Public Works Division,Satara.

To,


Sub: Issuance of No Objection certificate for sub letting of unit no. ___ at Jansuvidha Kendra

located at Rest House Khandala

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

Jansuvidha Kendra located at Rest House Khandala, this office is issuing you the No

Objection certificate, credentials of the same are as follows,

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.

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. Details of structure and furniture handed over to authority

has been annexed herewith as separate annexure along with

photographs

Page 184 of 195

SCHEDULE – IX

FORMAT FOR AGREEMENT COMPLETION CERTIFICATE

------ On the letter head of the Executive Engineer Public Works Division,Satara.

Date _____

To,


Sub : Issuance of agreement completion certificate for Jansuvidha Kendra located at

Rest House Khandala

Ref: 1. Work order / LOA issued for said project, by this office no.____ dated ___


3. Report from Deputy Engineer, Public works Sub-Division, Khandala dated _____

4. Implementation completion certificate issued by this office no. __ dated ____

Sir,

This is to certify that, work allotted to you for construction / Implementation of Jansuvidha

Kendra at Rest House Khandala has been successfully completed by you and Concession / agreement

/ operation period for the same has been completed. Details of the same are as follows;

This certificate has been issued in accordance with the Concession Agreement dated

_____________________________

For,

Executive Engineer,


Authorised representative of Concessionaire

_________.

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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)

------ On the letter head of the Executive Engineer, Public Works Division, Satara.

Date _____

To,


Sub : Issuance of Provisional Completion Certificate for Jansuvidha Kendra located at

Rest House Khandala

Ref:

1. LOA issued for said project, by this office no.____ dated ___


3. Report from Deputy Engineer, Public works Sub-Division, Khandala dated _____

Sir,

This is to certify that, work allotted to you for construction / Implementation of Jansuvidha

Kendra at Rest House Khandala has been successfully completed by you. Details of the same are as

follows;

1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

11.

12.

13.

14.

Bid Due Date

Reference Date for Bid Price

Appointed Date

Construction Period

COD

Operations Period

Concession Period

Concession Period Closure

One time Premium paid towards land rent at the time of Bid

Amount of Performance Security deposit not to be released

till termination

Whether project constructed on allotted land?

Is construction as per specification?


annexure)

Whether all services are working?


annexure)

Project Completion cost (Excluding cost as per sr no.

9, Interest during construction if any)

Breakup of the same is as follows

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d.

e.

f.

g.

Cost of Civil Structure

Cost of Furniture

Cost of Kitchen Equipments

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,

P W ___ Division,

_________.

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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

Division , Satara. (hereinafter referred to as the “Licensor”) which expression

shall, unless the context otherwise requires, include its administrators, successors and assigns)

of the ONE PART;

AND

___________________________________ 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 “Licensee” which expression shall, unless the context otherwise requires, include its

successors and permitted assigns) of the OTHER PART.

The Licensor and the Licensee are hereinafter, collectively referred to as, the “Parties” and

each, individually as a “Party”.

WHEREAS

(A)

(B)

The Licensor and the Licensee have entered into a Concession Agreement dated

_____________________ (the “Concession Agreement”) whereunder the Licensee

has agreed to “DESIGN, BUILD, FINANCE, CONSTRUCTION, DEVELOPMENT,

IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE JAN SUVIDHA

KENDRA, AT Rest House Khandala, MAHARASHTRA” (“Project”).

The Licensor is the owner of the land (along with the buildings, constructions or

immovable assets thereon) at Rest House Khandala, 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.

1.

Definitions and Interpretation

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1.1

1.2

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.

Interpretations

In this Land Licence Agreement, except to the extent that the context requires

otherwise:

(a)

(b)

(c)

(d)

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;

the terms of this Land Licence Agreement should be read in consonance with and

not in derogation with the terms of the Concession Agreement;

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

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.

2.1

2.2

Grant of Licence and possession

The provisions of this Land Licence Agreement shall take effect and become binding on

the Parties on the date first above written (“Effective Date”).

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

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all that piece and 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

3.

4.

5.

5.1

5.2

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.

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”).

Licence Fee

The Licensee shall pay the Licence Fees in accordance with the provisions of the


Use of Site

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.

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)

(b)

(c)

(d)

conducive or incidental to operation and management of the Project;

enhances the efficiency of the Project;

improves the commercial viability of the Project; and/or

facilitates further investment in and around the Site.

5.3

6.

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.

Licensee’s obligations and covenants

Licensee hereby covenants, agrees and represents that:

of 195

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

(k)

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;

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;

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;

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;

at its own cost and expense, the Licensee shall obtain all utilities such as water,

electricity and from the appropriate authorities;

it shall obtain and keep current all Applicable Permits that may be required

under the applicable laws;

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;

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;

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;

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;

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

of 195

(l)

it shall, after expiry or termination of the Land Licence Agreement, forthwith

hand over possession of the Site to the Licensor.

7.

8.

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.

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)

(b)

(c)

any breach by the Licensee of any of its obligations, covenants, agreements,

representations or warranties set forth in this Land Licence Agreement;

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

any breach, violation or non-compliance by the Licensee of any applicable laws

and/or Applicable Permits.

9.

10.

11.

12.

12.1

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.

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.

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.

General Provisions

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

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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.

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)

(b)

(c)

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;

shall not be effective unless it is in writing and executed by a duly authorised

representative of the Party; and

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

12.4

12.5

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.

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.

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

of 195

accountants) necessary for the negotiation, preparation, execution,

performance of and compliance with this Land Licence Agreement.

delivery,

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.

ANNEX - I

Description of the Site at Rest House Khandala, Maharashtra

All that piece and parcel of the land admeasuring _________________ acres including the

buildings, structures and works thereon located at

Rest House Khandala , Maharashtra bearing Survey No.

__________________________________________________ in the Registration District of

____________________ with the following delineation:

Bounded by:

North: _______________________________________________

South: _______________________________________________

East: _______________________________________________

West: _______________________________________________

of 195

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,

Public Works Division , Satara.

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

________________________

has been affixed hereto pursuant to the

resolution passed by its board of directors

on

________________________________.

Witnesses:

1.

2

LIMITED