request for proposal for the design, build...

of 195

REQUEST FOR PROPOSAL FOR THE CONSTRUCTION OF JANSUVIDHA KENDRA AT BHANDUSHEGAON,TAL-PANDHARPUR,DIST-SOLAPUR.

REQUEST FOR PROPOSAL

FOR THE

DESIGN, BUILD, FINANCE, CONSTRUCTION, DEVELOPMENT,

IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE

JAN SUVIDHA KENDRA, AT BHANDUSHEGAON,TAL-

PANDHARPUR,DIST-SOLAPUR,MAHARASHTRA

Address

Public Works Division, Pandharpur,

Govt. Rest House Premises, Pandharpur, Solapur 413 304

of 195


PUBLIC WORKS DEPARTMENT

Government of Maharashtra RequestforProposal No _________________

(“Request for Proposal”)

FOR


IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE JAN

SUVIDHA KENDRA,AT BHANDUSHEGAON, TAL-PANDHARPUR, DIST-

SOLAPUR,MAHARASHTRA

The Public Works Department, P.W.Division Pandharpur. Government of

Maharashtrainvitesbidsfrom 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.

03 year 2016-17 dated 18.04.2016,asperthetermsandconditionslaiddown in thisRequest for

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

document.

The following persons may be contacted for visitingtheSite(s) withpriorintimation:

Name: ____________________________

Contact Details: .02186-226975

Email: [email protected]

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

from ___________to________ 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 – BidMeeting with the Bidders will be held on_____________at ______________ 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, Solapur.

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

financial bid shall be: _____________

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

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

of 195


Designationof theissuingauthority,

OFFICE OF EXECUTIVE ENGINEER,

Public Works Division, Pandharpur, Govt. Rest House, Pandharpur,

Solapur 413 304 Ph.No.02186-226975

Email- [email protected]

of 195


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 – BIDMEETING .................................................................................................................. 27

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

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

LANGUAGE ANDCURRENCY ....................................................................................................... 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. LETTER OF APPLICATION AND INTEREST ........................................................................... 40

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

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

of 195


D. AFFIDAVIT ........................................................................................................................ 45

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

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

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

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

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

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

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

K. 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

GOVERNMENT OF MAHARASHTRA

PUBLIC WORKS DEPARTMENT

PUBLIC WORKS DIVISION PANDHAPUR

E-TENDER NOTICE NO /53/ FOR 2016-2017.(e-Online)

Sealed Onilne Request for Proposal for the following work are invited by the Executive Engineer,Public Works

Division,Pandharpur (Telephone No.2186/226975) from eligible and interested firms having experience as descsribed in the

Request for Proposal to Execute the mentioned project.

e-tender

work.No

Name of work Cost of e-Tender

form in Rs.

Class of Contractor

1 2 7 8

1. CCoonnssttrruucctt iioonn ooff JJaann SSuuvviiddhhaa KKeennddrraa aatt Mahad Pandharupur Road N.H.-

965 at-Bhandishegaon,Tal-Pandharpur.Dist-Solapur.in Maharashtra..((OOnn tthhee bbaassiiss ooff ((Appointment as Financial Consultant for "preparation of financial model,request for

qualification,request for proposal, contract documents for the work Construction of Jan

Suvidha Kendra and Construction of Toilets in general and ladies Toilets with

Drinking Water and other Amenities Along Mahad Pandharupur Road N.H.-965 at-

Bhandishegaon,Tal-Pandharpur.Dist-Solapur.in Maharashtra))

15000.00 (e-

payment Gatway) As mentioned in the

Request for Prposal

e-tender time table

1. Download Period of online Tender. Dt. 13/1/2017 at 10.00 am. to

Dt. 06/2/2017 at 23.00 p.m.

2.

Submit Hash to Create online Tender by Contractor (Technical and

financial Bid Last date and time)

Dt.08 /2/2017 at 23.00 p.m.

3.

4.

Online Raised any Technical Point Last date and time. (Pre-bid

Meeting).

(Online) Super Hash

Online or in office of the Chief Engineer, P.W.

Region,Pune. Raised any Technical point on or

before Dt. 27/1/2017 up to 15.00 p.m

Dt.09/02/2017 17.30 P.m.

5. Period of online Decryption and Re-encryption (Technical and Dt. 10/2/2017 at 17.31 pm. to

Financial) for tender details by Contractor. Dt. 13/02/2017 at 18.00 p.m.

6. Place, Date and timing of opening Technical-bid and Financial bid. Dt.14/2/2017 at 11.00 am. to Dt. 15/02/2017 at

18.00 p.m. in the office of Executive

Superitending Engineer, P.W. Circle,

Solapur. (If Possible)

Note :- 1. All eligible/interested contractors are download and mandated to get enrolled on e-tendering portal

"http://maharashtra.etenders.in" and further need to empaneled online on sup portal

"http://pwd.maharashtra.etenders.in" in the appropriate category applicable to them.

2. The process of online tenders Quarries and Digital certificate contact mention below address

Sify Technotigies Ltd. Nextenders (India) (India) Pvt. Ltd. On 020-25315555/25315556 (Pune) 020-30187500 (Pune) OR

Email : [email protected].

3. Contractor's has compulsory all document submitted online.

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 there of is reserved.

5. Above Tender Notice is displayed on P.W.D. website www.mahapwd.com

6. It is compulsory for all participates to submit all document online. It is also compulsory to submit Earnest money in precised for EMD

Online mode via RTGS/NFT in the office mentioned in tender document at the precribed on tender document at the prescsribed time. In

case of failure online offer will not be opened.

(Suresh Raut)

Executive Engineer

Public Works Division,Pandharpur.

of 195


SECTION – I

of 195


DISCLAIMER

Theinformation contained in thisRequest forProposal (“RFP”) documentorsubsequently

providedtobidders,whetherverballyorindocumentary formby oronbehalfof (Executive Engineer, Public

Works,Pandharpur) oranyofitsemployeesoritsadvisors,isprovided to bidders

onthetermsandconditionssetoutinthisRFP and the Concession Agreement as set out in Section – II

hereto, and any other terms and conditions subject to which such information is provided.

ThisRFPisnotanagreementandis notanofferorinvitationtoany other party.ThepurposeofthisRFPis to

providethebidderswithinformationto assisttheformulationoftheirbidsubmission.

ThisRFPdoesnotpurporttocontainalltheinformationeachbiddermay require. ThisRFPmay notbe

appropriate forallpersonsanditisnotpossiblefor(Executive Engineer, Public Works Division,

Pandharpur)andtheir employeesand / oradvisorstoconsiderthe investmentobjectives,financial

situationandparticularneedsofeachbidder.Certainbiddersmay haveabetter

knowledgeoftheproposedProject thanothers. Each recipientmustconductitsown analysis of the

information contained in this RFP or to correct any

inaccuraciesthereinthatmayappearinthisRFPandisadvisedtocarryout itsowninvestigationintothe

proposed Project, thelegislativeandregulatory regimes

whichappliestheretoandbyandallmatterspertinenttotheproposedProjectandto

seekitsownprofessionaladviceonthelegal,financial,regulatory andtaxation

consequencesofenteringintoany agreementorarrangementrelatingto theproposed Project.

The Executive Engineer, Public Works Division, Pandharpurandtheir employeesandtheiradvisorsmake

no representationorwarrantyandshall incurnoliabilityunderapplicable lawsforany loss,expenseor

damage,accuracy,reliability orcompletenessof theRFP,whichmay arise fromorbe incurred orsuffered

in connectionwith anythingcontained inthis RFP,any matterdeemedto

formpartofthisRFP,theawardoftheProject,the informationandany otherinformationsuppliedby

oronbehalfExecutive Engineer, Public Works Division, Pandharpur Solapurortheiremployees,any

consultantsorotherwisearisinginanywayfrom the selectionprocessfor theProject.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,

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

opinion on law expressed herein. The Executive Engineer, Public Works Division, Pandharpuralso

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, Pandharpurmay

initsabsolutediscretion,butwithoutbeingunderany obligationtodoso,canamend or supplement the

information/clauses/articles in this RFP. The information that theExecutive Engineer, Public Works

Division, Pandharpurisinapositionto furnishislimitedtothisRFP,alongwithany

amendments/clarificationsthereon.ThisRFPand

theinformationcontainedhereinareconfidentialandforuseonlybytheperson towhom

itisissued.Itmaynotbecopiedordistributedbythe recipientto thirdparties (otherthan inconfidence tothe

of 195


recipient'sprofessionaladvisors). Intheevent that therecipientdoes

notcontinuewiththeinvolvementintheProjectinaccordance withRFPtheinformation

containedintheRFPshallnotbedivulgedtoanyotherparty.The informationcontained in theRFP

mustbekeptconfidential.Meresubmissionofa responsiveBid/Proposal doesnot

ensureselectionofthebidderasthe Concessionaire. The issue of this RFP does not imply that the

Executive Engineer, Public Works Division, Pandharpur 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, Pandharpur 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, Pandharpur 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,

Pandharpur 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.

of 195


1. INVITATION FOR BIDS

1.1. GENERAL INFORMATION

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

represented by the Executive Engineer, Public Works Division,

Pandharpur.intendstodevelopJan 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 atlocation mentioned in

Schedule – IV of the Concession Agreement.

1.1.2. ThisRequestforProposal(“RFP”) isfortheProjectdesign, finance, inspection, survey,

development, construction, implementation, operationandmaintenanceofthe 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. 03 year

2016-17 dated 18.04.2016:

(i) Individuals;

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

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

Act, 2008;

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

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

Government of India or any state government;

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

or any state government;

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

(viii) A joint ventureentity (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

of 195


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

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

Concession Agreement)

1.1.4. The selectedBiddershall 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, operationandmaintenance of the Project, forthe Concession Period (as

defined under the Concession Agreement) as mentioned in this RFP.

1.1.5. Asingle stagebiddingprocessshall be conductedfordetermination ofthe SelectedBidder (as

defined under the Concession Agreement). TheBidders

wouldberequiredtomeettheminimum thresholdtechnicalqualificationconditionsandqualify

forundertakingthe Projectassetoutinthis RFP.This qualificationassessmentwouldbe

carriedoutaspartofthecurrentbiddingandevaluationprocess. Thefinancial bidsofonly

thoseBiddersthatpossesstheminimumtechnical qualificationconditions as set out under this

RFP and have been submitted in compliance with the requirements as stated

hereinwouldbeopenedand evaluated.

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

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

award of the Project.

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

___________to________between 10:00 hours to 23:00 hours (Indian Standard Time) on

payment of Rs. 5,000/- (Rupees five thousand only) through the online e – payment

gateway.

1.1.8. A Pre – BidMeetingwith the Bidders shall be held on_____________at 11:00 A.M.in the

office of Chief Engineer, Public Works Region, Pune.

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

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

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

_____________

1.1.10. TheBids shall be submitted online on or before _______ (“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.

of 195


1.1.11. IncaseapplicantsneedanyfurtherinformationabouttheProjectorneedaccess toany

otherdocuments relatedtotheProject and / or the Site, as availablewiththe Executive

Engineer, Public Works DivisionPandharpur. Oranyother information,

theyarerequestedtocontactbelow:


Public Works Division, Pandharpur, Govt. Rest House, Pandharpur,

Solapur 413 304 Ph.No.02186-226975


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.

of 195


2. PROJECT BACKGROUND

2.1 BACKGROUND OF JAN SUVIDHA KENDRAS

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

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

women travellers 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 travellers during the night time.

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

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

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

Operation and Maintenance of the Jan Suvidha Kendra, at BHANDUSHEGAON Tal-

PANDHARPUR, Dist.-Solapur., Maharashtra” for the design, build, finance, construction,

development, implementation, operation and maintenance of Jan SuvidhaKendra’s (the

“Jan SuvidhaKendra’s”), proposing to provide certain essential facilities, in public

interest, including but not limited to toilet facilities, park – like areas, parking areas,

vehicle service areas, restrooms, shops, telephone and internet facilities, ATMs,

restaurants, water purifiers, sanitary napkin disposal systems, solar systems, external

and internal beautification, internal roads, compound wall, sewage treatment plant,

effluent treatment plants, CCTV surveillance system, other security measures for safety

of the Users, etc. in accordance with the requirements of this RFP, the Concession

Agreement under Section – II hereto, applicable laws and applicable permits and

clearances.

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

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

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

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

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

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

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

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

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

out in Schedule – IVof 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

of 195


with the terms and conditions of the Concession Agreement.In consideration of the grant of

the Site in accordance with the terms as stated in the Concession Agreement, the Bidder

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

Authority, on being awarded the Project, and such other payments as required in

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

Concessionaire has to provide the services to the Users (as defined under the Concession

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

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

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

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

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

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

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

not stipulated under the RFP and the Concession Agreement, without prior permission/

approval of the Concessionaire, shall be liable for severe action from the Authority and in

such event, the Authority shall have the discretion to terminate the Project without any

claims and / or liabilities to the Concessionaire. In the event, that the availability of land

at the Site is less than that as stipulated in the RFP, the Concessionaire shall submit a

plan to accommodate to the extent of such land at the Site, as available.

2.2 LOCATIONS OF SITES FOR JAN SUVIDHA KENDRA:

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

and the Project in Public Works Division, Pandharpur, Solapur.

Sr. No. District Name of road Location Available

area of land

(sq. Metres)

1 Solapur Malshiras Pandharpur Road NH 965

BHANDUSHEGAON 2000.00

2.3 PROJECT STRUCTURE, SOURCE OF FUNDS AND SOURCE OF REVENUE

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

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

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

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

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

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

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

Concession Agreement).

of 195


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

to be built at the Jan Suvidha Kendra, in keeping with, the scope of work as set out

under Schedule – IV of the Concession Agreement, the requirements of the Jan

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

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

during the Concession Periodandshall 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.

(d) TheConcessionaireshallhavetheexclusiveright,licensetodevelopthe Jan Suvidha

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

terms and requirements of the Concession Agreement.TheConcessionaire 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 thefollowing:

(i) Commercial Chargesfrom proposedshops,

facilities,ATMcentres,rentablespaceother than mobile towers.

(ii) Commercial Chargesfrom displayingadvertisements at the Jan Suvidha

Kendra and the Project.

(iii) Commercial Chargesfrom restaurants, food stallstobebuilt, vehicle repair

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

(iv) Apart from theabove,anyotherrevenuestreamcanalsobeproposedby theBidder

to the Authority, during the tender process.However,the samehas to be

approvedbytheAuthoritybeforeimplementation. The Bidder shall provide such

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

(e) TheConcessionaireshall preparedetailedProjectReport (as defined under the

Concession Agreement) withthe requisite designspecificationsand other

information, andpursuant toitsapproval,completetheProject

withinthestipulatedImplementationPeriodof_________________________

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

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

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

of 195


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

implementation.

2.4 END OF THE CONCESSION PERIOD

AttheendoftheConcessionPeriod,byeffluxoftimeorprematuretermination

foranyreasonwhatsoever,allrights and / or benefitsaccordedundertheAgreement

shallceasetohaveeffectandtheJan Suvidha Kendra, the Project and the

Siteincludingwithout limitation theassets(i.e.bothmovableandimmovableassets, whether

provided by theAuthorityorbroughtinby theConcessionaireduringthesubsistenceof

theAgreement),thereofshall transferback tothe

AuthorityaspertheprovisionsoftheConcession Agreement.All themovableandimmovable

assetsattached shallreverttothe Authoritywithoutany obligationonAuthority topay

oradjustany considerationor make any other payment totheConcessionaire.

2.5 SCOPE OF WORK

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

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

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

of the Concessionaire as set out in the Concession Agreement in accordance with

Applicable Laws, Clearances and Good Industry Practice as more particularly set out in the

Concession Agreement.

of 195


3. GENERAL TERMS AND CONDITIONS FOR THE TENDER PROCESS

3.1. EVALUATION OF BIDS

Theevaluationof thebids by the Biddersshall be broadly conducted as follows:

(a) STEP1–Openingof technical proposalsandshort – listing of Bidders on the basis of

such technical evaluation; and,

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

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

3.1.1. TheentirebiddingprocesshasbeenexplainedelaboratelyinClause4of Section–I ofthis RFP.

3.1.2. TheProject shallbeawarded tothetechnicallyqualifiedBidderscoring the maximum points

under the tender evaluation process, conducted in accordance with the requirements as set

outunder 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) Thebidshallconsistofthe detailed project plans of the proposed facilities to be

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

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

requested by the Authority from the Bidder.

(b) The bidshallconsistofthe Bidder’s quote of theLicence Feesthat the bidder shall pay

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

due selection and award of the Project.

(c) Thebid shall consist ofthe 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. Theselected biddershallbe issued the Letter of Award (“LoA”) in the form and format as

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

biddershallduly incorporate the Concessionaire and the Concessionaire shall enter intothe

Concession Agreement with the Authority within45 (forty – five)daysofthe date of issuance

of theLoA or thedateas mutuallyagreedbetween theAuthority and the selected Bidder.

3.2. MINIMUM ELIGIBILITY CRITERIA

3.2.1. TheBidder shouldbelegally competent toenter intoacontractas per Applicable Laws.

of 195


3.2.2. OnlythoseBidderswho satisfyboththe following conditions (“Minimum Eligibility

Criteria”) and submit otherrelevantdocumentsand / or information asper

Clause5andotherprovisionsofSection– Iof thisRFPshall bedeclared “Eligible”for theProject.

(a) Technical Eligibility Criteria

Experiencein theconstruction, development / operation

andmaintenanceofprojectsmentionedin‘a’ and ‘b’.

a. Construction / developmentofatleast one (1)numberof either Jan Suvidha

Kendra like facility which shall include toilet facilities, restaurant facilities

and parking facilities etc. / publictoiletorcommunitytoilet anditssatisfactory

operationandmaintenanceforaminimumperiodof three (3)

yearsbeforetheProposalDue Date;

AND

b. Operationandmaintenanceof atleast one (1) Jan Suvidha Kendra like

facilityforaminimumof two (2) years and/ orthree

(3)numbersofeitherpublictoiletsor communitytoiletsforaminimum periodof

three (3)yearsbeforethe ProposalDue Date.

(b) Financial Eligibility Criteria

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

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

support of these shall be furnished:

a. The Bidder should have minimum average annual turnover ofRs.3crores

(Rupees three crores only) for the last three years (i.e. 2013 – 14to2015 –

16);

AND

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

crores only).

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

3.3.1. Therecanbeamaximumof3(three) members inaJoint Venture(JV)arrangement.

3.3.2. TheLeadMember of a JV,independently,shallberequiredtosatisfytheTechnical Eligibility

CriteriamentionedinClause3.2.2(a).However,for theFinancialEligibility Criteria,as

laiddowninClause3.2.2 (b),theaggregatefinancialsoftheJVmembersshall be considered.

of 195


3.3.3. Any materialchangesin the membershipofa Bidderwillberejected by the

Authority.Proposals submittedby joint venture must include duly executed joint venture

agreement, in the form and format as set out under Clause5(J) of this RFP, between the

various Joint Venture (“JV”) members stamped in accordance with Applicable

Laws,whichdescribestheresponsibilitiesandproposedequitycommitmentsof

eachmemberintheJV.OneoftheJVmemberswouldberequiredtobe nominatedasthe

LeadMemberand the same shallalsobementionedintheJoint Venture (JV)Agreement.

3.3.4. The selectedBidder shall,interaliaforma special purpose vehicle (“SPC”), a private

companyregisteredinIndiain accordance with Applicable Laws,

fortheimplementationoftheProject and the performance of the duties, obligations and

responsibilities as envisaged under the Concession Agreement.The SPCshallbe formed

within30(thirty)daysofthe dateofthe LetterofAward.TheSPCwouldenterinto theConcession

Agreementandsubsequently carry outalltheduties, obligations and responsibilitiesof

theselectedBidderandundertake theProject asstipulatedin theConcession Agreement. The

proposedshareholdingofthe membersoftheJVor the Bidder intheSPC must beincompliance

withthe criteriaspecifiedin thisRFP.However,

themembershipstructureoftheBiddershallnotbechangedbytheBidder

withoutAuthority’spriorwritten approval.

3.3.5. In addition tothe aboveobligations, theLeadMemberof theJV / the selected Bidder shall

maintaina minimumequity shareholding in the SPCas mentioned below:

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

defined under the Concession Agreement) in the Concessionaire till the expiry of

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

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

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

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

3.3.6. MembersoftheJVshallbeliablejointly andseverally fortheexecutionofthe

Projectionaccordance withthetermsoftheConcession Agreement anda

statementtothiseffectshall beincludedin theJointVenture(JV)Agreement

mentionedunderClause3.3.3above,aswellasinthebidand intheConcession Agreement.

TheAuthority mayrequire such documents/undertakings/indemnities,asitmay

deemfit,fromJVmembers and the Bidder

beforeoratthetimeofissuanceofLoA/executionofthe Concession Agreement.

3.3.7. EachoftheJVmembers shallberequiredtofurnishaDeedofGuaranteeas perthe

formatlaiddowninClause5(K), towardstheSPC,includingaresolutionfromthe Board of

Directors of suchJV 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

of 195


the JV members,pledgingtheirfinancial

strengthandtechnicalsupportandtheirexpertisetowardsthedevelopmentof theProject and

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


3.3.8. Thesingle 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.Thesingle Biddershallberequired to furnisha

DeedofGuaranteeaspertheformatlaiddowninClause5(I),includingaresolution of the Board

of Directors (in case of a company) fromsuch Bidderor 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

towardsthedevelopmentofthe Project.

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

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

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

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

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

person(s) designated is authorized to perform

alltasks,including,butnotlimitedto,providinginformation,respondingto 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. EachmemberoftheJVshallsubmitasignedletter(ontheofficialletter head)with thebid,

whichstatesthat the said member:

(a) Hasreviewed theentire bid;

(b) Isinaccordwitheachkeyelementofthebid,including,butnotlimited to,its technicaland

pricecomponents,descriptionofthemember's

responsibilitiesandcommitmentstotheProject,andthedesignated

of 195


person(s)whowillrepresenttheJVduringthenegotiationprocess.Any

exceptionorqualification, for whatsoever reason,shouldbeaddressedin theenclosed

letter;

(c) Hasparticipatedinonlyonebidfor this Project; and,

(d) EachoftheJVmemberswillbejointlyandseverallyliabletothe Authority for the purposes

of execution of the Project.

3.3.11. Allinformation that may adversely affect the performanceof the duties, responsibilitiesand

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

JVmember–including without limitationongoinglitigation,financialdistress,orany othersuch

matter –mustbedisclosed to the Authority.The bidders shall provide such evidence of their

continued eligibility satisfactory to the Authority as the Authority shall reasonably request

from time to time.The Authority reserves the right to verify all statements/ information

submitted to confirm the Bidder’s claim on experience, performance of equipment offered

and capabilities to perform the Project. The Authority may inspect such works of Bidders.

Bidder shall co – ordinate and arrange for visit to such works. However all expenses of

the Authority / Authority's representative will be borne by the Authority.

3.4. FEE AND DEPOSITS TO BE PAID BY THE BIDDER

3.4.1. BIDSECURITY

(a) Thebidshall beaccompanied byaninitialBid Security, in original,foravalueofRs.

50,000/- (Rupees fiftythousandonly)inthefollowingmanner:

Abankguaranteeissued byascheduledbank, in accordance with the Reserve Bank of

India Act, 1934,infavourofExecutive Engineer, Public Works Division, Pandharpur

andin theformatgiveninClause5(F).

(b) TheBidSecurityshallbevalidforaminimumperiodof180( one hundred and eighty) days

fromthe ProposalDueDate.On a requestfromthe Engineer – in –

charge,theBidderswouldberequiredto extendthevalidity

oftheBidSecurityonthesametermsandconditions.

(c) TheBidSecurityoftheselectedBiddershallbereturned after the signingofthe

ConcessionAgreement.

(d) Any Bid submittedwithouttheBid Securityin theformas specifiedin the RFPshall

besummarilyrejected.

(e) TheBidSecurityofBidderswhosebidisrejectedonaccount ofbeingnon –

responsiveornon – reasonableinaccordancewith theRFP,shallbereturned/refunded

of 195


withinaperiodofsixty (60)days fromthedateofintimatingthe rejectionofthebidby the

Authority totheBidder.TheBidSecuritymay beencashedand appropriated bythe

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. IftheBidderwithdrawshisBidafterthe Proposal Due Date;

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

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

c. IftheselectedBidderfailswithinthespecifiedtimelimitto furnishtherequired

Performance Security;

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

practice, undesirable practice or restrictive practice;

In this regard, the terms “corrupt practices”, “fraudulent practices”,

“coercive practices”, “undesirable practices” and “restrictive

practices” shall have the following meanings:

“corrupt practice” means the offering, giving, receiving, directly or

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

bidding process;

“fraudulent practice” means a misrepresentation or omission of facts in

order to influence the bidding process;

“coercive practice” means harming or threatening to harm, directly or

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

bidding process;

“undesirable practice” means establishing contact with any person

connected with or employed by the Authority with the objective of

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

the bidding process; and,

“restrictive practice” means forming a cartel or arriving at any

understanding or arrangement among bidders with the objective of restrictive

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

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

referred to herein or issued pursuant thereto or any Applicable Laws relevant

for the tender process;

of 195


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

whatsoever;

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

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

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

terms and conditions of this RFP;

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

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

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

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

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

supplemental information as sought by the Authority for evaluation of the

Bid;

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

period as per the RFP; and/or

m. Iftheselected Bidderfailswithinthespecifiedtimelimittoexecute 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 solediscretion of the Authority, should

lead to the encashment and appropriation of the BidSecurityas 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 Securityofonlythe first three (3)ranked Bidders with the highest marks at the end

of the bid evaluation process wouldberetainedtilltheConcession

AgreementisexecutedwiththeSPC.TheBidSecurity oftheotherBidderswouldbe

returnedwithin60(Sixty) dayofopeningof Financial Proposals.TheBidSecurity

oftheselectedBiddershallberetainedtilltheConcession Agreementisexecuted.

3.4.2. PERFORMANCE SECURITY

TheSelectedBidder,fordueand faithfulperformanceofits obligationsundertheConcession

Agreement, shallbe required toprovidea PerformanceSecurity ofRs.6,00,000/- (Rupees six

lakhs only)toExecutive Engineer, Public Works Division,

of 195


Pandharpurwithin30(thirty)daysofreceiptoftheLoAfromthe Executive Engineer, Public

Works Public Works Division, Pandharpur.

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.

3.5. SUBMISSION OF FOREIGN DOCUMENTS AND OTHER REQUIREMENTS

IftheBidderissubmittingany documents,createdororiginatingfromoutsidethe

RepublicofIndia,suchasworkexperiencecertificate(s),financialdetail(s),

PowerOfAttorney(s),Undertaking(s),documentary evidence(s),qualifying

document(s),etc.thentheBidder,beforeanysuchForeignDocument(s)are sentto India

forthepurposeofapplyingtowards thisProject,shallberequiredto

geteachandeverypageofsuchForeignDocument(s),dulyauthenticated/

embossed/legalized/apostilledfromtheIndianEmbassy/IndianHighCommissionsituated

inthecountry fromwheresuchforeigndocument(s)werecreated orare

originatingfrom.Suchauthentication/embossment/legalization/apostillizationfromtheIndian

Embassy/IndianHighCommission shallalsoapply toallsuchdocument(s) that

areinalanguageotherthanEnglish,whichshallbecompulsorily berequiredto

betranslated(asthetruetranslatedcopiesoftheoriginal)by adulycertified/ authorized/qualified

translator,supportedby theaffidavitofthesaid translator, certifying thecorrectnessofthe

Englishtranslation.The bidder shall not be from an ineligible source country i.e. the one

with which (i) as a matter of law or official regulation, India prohibits commercial

relations, or (ii) by an act of compliance with a decision of the United Nations Security

Council taken under Chapter VII of the Charter of the United Nations, India prohibits any

import of goods or any payments to persons or entities in that country.

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

PARENT COMPANY

TheBidderswhohaveusedthenetworthand/ortechnicalsupport/expertise

oftheirholding/parentcompany tosatisfy the MinimumEligibility Criteriashall

berequiredtofurnishaDeedofGuaranteeasperformatattachedinClause5(H) from

theirholding/parentcompany (includingaresolutionfromthe Board of Directors of

suchholding/parentcompany) pledgingtheirfinancial strength andtechnical

supportandtheirexpertisetowardsthedevelopmentofthe

Project,apartfromauthorizingthesaidBiddertotakepartinthebidding process.Failureto

furnishsuchDeed ofGuarantee(accompaniedby

aBoardResolution)fromtheholding/parentcompanybytheBidderalongwith theirbidmayentail

automaticdisqualificationoftheirproposalsbythe Authority.

of 195


3.7. ONE BID PER BIDDER

EachBiddershallsubmitonly onebidfor each Project.Violationofthisrequirement

shallleadtodisqualification oftheBidder alongwiththeJVit isthepart of and may lead to the

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

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

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

liable to be rejected without citing any reasons thereof.

3.8. BID PREPARATION AND COSTS

AllBiddersare required tosubmita detailedbidinaccordancewith theguidelinessetforthin

thisRFP.Biddersshould provide information soughtherein in the prescribed formats inorder

toenable the Authority to accuratelyestablishand interpret the informationprovided. The

costofpreparation ofthe bidsand all related expensesshallbe borne solely by the Bidders.

3.9. DUE DILIGENCE, INSPECTION AND INVESTIGATION

TheBidders shallbedeemedto haveconductedaduediligenceexercisewith

respecttoallaspectsoftheProject,includingadetailedsurveyoftheProject, the Site

andinformation/dataprovidedbythe Authorityin thisRFP,when they submit the bids.

Interested Biddersare invited to visitand inspectthe Siteattheirown expense.

Failuretoinvestigate theSite(s),whereupontheJan Suvidha Kendraand the Project

shallbeconstructedorsubsurfaceconditionsshallnotbeavalidgroundto

relievetheBiddersubsequently afterthe Proposal Due DatenorshallitrelievetheBidder

fromany responsibility forestimatingthedifficulty orcostsofsuccessfully completing

theProject.

3.10. VALIDITY OF BIDS

3.10.1. TheBidshallremainvalidforaperiodnotlessthanonehundredeighty

(180)daysfromtheProposal Due Date(“BidValidityPeriod”).The

Authorityreservestheright to rejectany or all bids, without being required to ascribe any

reasons thereof.Validity ofbidshallbeextended foraspecifiedadditional periodat thesole

discretionofthe Authority, without being required to ascribe any reasons thereof.Such

Bidders will not be allowed to modify itsbids, but would be required to extend the

validity of his Bid Security for the period of extension.

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

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

theConcession Agreement.

of 195


3.11. RIGHT TO REJECT BIDS

3.11.1. The Authorityreservesthe rightto rejectany /allbids and / or

withdrawtheinvitationofbidsatanystagewithoutcitinganyreason whatsoever.

Nothingcontainedhereinshallconferany rightuponaBidder or createany obligation/

liabilityuponthe Authorityofanytypewhatsoever.At any time prior to issuance of the LoA,

the Authority reserves the right to accept or reject any bid, or to annul the bidding

process and reject all bids at his sole discretion without assigning any reason thereof, and

without thereby incurring any liability to the affected bidder or bidders or any obligation

to inform the affected bidder or bidders of the grounds for the Authority’s action. The

Authority shall not in any circumstance, way or manner whatsoever be liable to the

selected Bidder for any consequential loss or damage including loss of profits. The

Authority shall be the sole judge in the selection of the qualified bidders as well as the

selected Bidder.

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

CONDITIONS

IfitisdiscoveredatanypointoftimethattheBidderhassuppressedany material factor

givenafalsestatementorhasdonemisrepresentationorfraudorhasviolated any

ofthetermsofthis Bid,theBidshallbecancelled by the Authority.Insuch anevent,

theBidderwillnotbeentitledto anycompensationwhatsoever,or refundofthe Bid Security

and / or anyother amountpaidto the Authority bythe Bidder.

3.13. AMENDMENTS TO THE RFP

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

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

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

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

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

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

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

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

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

addenda, corrigenda and / or other ancillary documents and clarifications) should be

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

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

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

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

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

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

of 195


3.14. GOVERNING LAW AND JURISDICTION

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

courts at Hon.District court Solapur, 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.

of 195


4. TENDERING PROCEDURE AND SCHEDULE

4.1. GENERAL REQUIREMENTS

TheBidders 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, Pandharpur Solapur, email

address:[email protected] at least 7 (seven) days prior to the date of the Pre

– Bid Meeting.

4.2. PRE – BIDMEETING

(a) ThepurposeofthePre – BidMeetingwillbetoclarifyanddiscussissueswithrespect

totheProject, theRFPor anyother related issues;

(b) TheBidderorhisauthorizedrepresentativeisinvitedtoattendaPre– Bid

Meeting,whichshalltakeplaceat theconferenceroomofthe Chief Engineer, Public

Works RegionPune.

(c) TheBiddersand / or their designatedrepresentativesareinvitedtoattendthePre–

BidMeetingattheirowncost,tobeheldon____________at_______theConference

Room of the Chief Engineer, Public Works Region Pune.

4.3. PREPARATION AND SUBMISSION OF BIDS

(a) Completedbidsshallbeacceptedas per schedule of tender process as provided in this

RFP;

(b) The Authority,atitssolediscretion,reservestheright,butisnot obliged, toextendthe

Proposal DueDateby issuinganaddendum and / or corrigendum;

(c) BiddersshallfurnishtheinformationstrictlyaspertheformatsgiveninClause5

ofthisRFPwithoutanyconditions, qualifications and / or ambiguity.The Authority

shallnotbeheldresponsibleifthe failureofany Biddertoprovidetheinformation in

theprescribedformatsresultsinlackofclarityininterpretationandconsequent

disqualification;

(d) IncaseofaJV,whereverrequired,theBidmustcontainsuchinformation individuallyfor

eachmember oftheJV;

(e) IncaseofaJV,themembersshallsubmitaJointVenture(JV)Agreement

conveyingtheirintenttojointly bidfortheProjectandincasetheProjectis

awardedtothem, to formtheSPCthatwillsubsequently carry outallits

responsibilitiesasthe Concessionaire.The Memorandum of

Associationshallalsoincludethe

of 195


nominationoftheLeadMemberintheJVandclearlyoutlinetheproposed

shareholdingandresponsibilitiesofeachmember at eachstage;

(f) AllBidsshallbesignedby thedulyauthorized signatory ofthe Bidder. In case ofaJV,

theBid shallbe signedby thedulyauthorized signatoryoftheLead

Member.BiddersshallsubmitasupportingPowerof Attorney authorizing the authorized

signatory of the Bid tosubmit such bid on behalf of theBidderand ratifying

allacts,deeds, mattersand things lawfully done by thesaidattorney. In case

ofaJV,such Power of Attorney shallbesignedby all members of theJV andshall be

legallybindingonall of them;

(g) Theauthorized signatory shall initial theBid oneachpage.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 shallalso initial all

thealterations,omissions,additions,orany otheramendments made to theBid;

(h) All witnessesandsuretiesshallbe thepersons ofstatusandprobity and their full

namesandaddresses shall bestatedbelow theirsignature. All signatures in the

Bidshall bedated;

(i) Biddersare required to submit onlineone originalset of theBid,including the

RFPandany corrigendum and / or addendaissued to them; and,

(j) Any Bidderwhichsubmitsorparticipates in more thanoneBid for thesaid Projectshall

bedisqualifiedandshall alsocause thedisqualification ofall theJV(s)in which it isa

member.

4.4. SCHEDULE OF THE TENDER PROCESS

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

PARTICULARS TIMELINES

1. Commencement of availability of the RFP

2. Pre – Bid Meeting

3. Proposal Due Date

4. Last date of submission of Bid Security and

the Deed of Guarantee by Parent Company

(if applicable)

5. Opening of the Technical Bid

of 195


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

4.5. LANGUAGEANDCURRENCY

4.5.1. TheBidandall relatedcorrespondenceanddocumentsshall bewrittenin Englishlanguage.Ifany

supportingdocumentattachedtotheBidisin any otherlanguage,the samewillbesupportedby

anEnglishtranslation(duly authenticated/ attested/ apostilledfrom IndianEmbassy in

respectivecountries).

4.5.2. ThecurrencyforthepurposeoftheBidshallbeIndianRupees(INR).

4.6. GENERAL RESPONSIBILITIES OF THE BIDDER

4.6.1. Itwouldbedeemedthatpriortothesubmissionofthe Bid,theBidderhas

madeacompleteandcareful examinationof:

(a) Therequirementsof the Jan Suvidha Kendra, the Project and the Site

andotherinformationas set forthin thisRFP;

(b) TheBidder shall be solely responsible for the complete and careful examination of

the variousaspectsof theProject including but notlimitedtothefollowing:

a. Theexistingfacilitiesandstructures (ifany),accessroadsandpublic utilities,

water availability, etc.in thevicinityoftheProject; and,

of 195


b. AllothermattersthatmightaffecttheBidder’sperformanceunderthe

termsofthisRFP,includingall risks,costs,liabilitiesand

contingenciesassociatedwith theProject;

c. TheBidderspriortosubmittingtheirBidfortheProject,are expected to visitand

examine the Site(s)and surroundingsattheir own

expenses,theSitewillbeofferedby Engineer – in – charge“as

iswhereis”basisandascertainon theirownresponsibility all requisite

information, technical data,trafficdata,etc.;

d. Itshallbeassumed thatallthese factors wereaccounted forby the Bidder

whilequotinghisbid. Thebiddershall bedeemed tohavefull knowledgeof

theSitewhethertheBidder inspects it or not; and,

e. The Authorityshallnotbeliableforany mistakeorerroror neglectby the

Bidderinrespect oftheabove.Bidsthat arenot substantively

responsivetotherequirements ofthisRFPwillbe rejected.

4.7. SUBMISSION OF BIDS

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

signed technical and financial Bids shall be marked as “ORIGINAL”;

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

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

accordance with the terms and conditions of this RFP. Any Bid received by the Authority

after the deadline for submission shall be returned unopened.

.

4.7.3. The Technical Bidshall be marked as the “TECHNICAL BID” contain thefollowing:

Relevantdocuments(likeCertificateofIncorporation, Memorandum of Association and

Articles of Association (for companies),Deeds (for partnership firms, trusts and limited

liability partnerships), JointVenture(JV) Agreement(ifapplicable),audited

financialstatementsof last three financial years andevidenceof

experiencelikeclientcertificate, work orders etc.,detailsof financingarrangements etc.)

confirming theMinimum Eligibility Criteria, as set out in this RFP:

(a) LetterofApplicationandInterest (as per Clause 5 (A));

(b) GeneralInformationon theBidder(as per Clause 5 (B));

(c) PowerofAttorneyforSigningofApplication(as per Clause 5 (E));

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

of 195


(e) OriginalRFPDocumentdulysigned(oneachpage)byanauthorized

representativeasatokenofacceptance;

(f) PowerofAttorneybyEachMemberoftheJVinFavourofLeadMember(as per Clause 5 (G));

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

representative (as per Clause 5 (L));

(h) DeedofGuarantee(as per Clause 5 (H)), ifapplicable;

(i) Aletter(oncompany’sletterhead)fromalltheJVmembersaslaiddownin Clause3.3.8;

(j) Allotherrequiredsubmissions,iftheBidderisapplyingthroughJVor as a single Bidder

andasstatedin thisRFP;

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

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

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

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

Date at the prescribed address.

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

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

online on www.maharashtra.etenders.inclearly marked as “FINANCIAL BID”

followed by the name of the Project.

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

no later than the Proposal Due Date, or any extension to this date in accordance with

RFP.

4.7.7. AnyBidreceivedbythe AuthorityafterProposal DueDatewill beliablefor rejection by the

Authority, without being required to provide any reasons whatsoever.

4.8. MODIFICATION AND/ OR WITHDRAWAL OF BIDS

4.8.1. NoBidshallbemodifiedorwithdrawnbytheBidderaftertheProposalDueDate.

4.8.2. Withdrawalofa Bid duringthe intervalbetweenProposalDueDateand expirationoftheProposal

Validity Periodwould resultinencashment and appropriation oftheBid Security.

of 195


4.9. OPENING OF THE BIDS

4.9.1. The Bidsreceivedshallbeopenedby theAuthority or its

representativeinthepresenceoftheBiddersaton dates as mentioned in this

RFP,unlessintimatedotherwise.

4.9.2. The Authorityreservestheright torejectanyBids,without being required to ascribe any

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

(a) It isnot signed, sealedand markedasstipulatedunder this RFP;

(b) Theinformationanddocumentshavenot beensubmittedasrequestedandin

theformatsspecified intheRFP;

(c) ThereareinconsistenciesbetweentheBidsandthesupporting documents;

(d) Thereareconditionsproposedby the Bidder in itsBids;

(e) The Bidsprovidethe informationwith material deviations and / or reservations;

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

4.9.3. A material deviationand / or reservationshall mean a deviation and / or reservation which

as per the Authority:

(a) Affectsinanymaterial manner thescope, quality,orperformanceof theJan Suvidha

Kendra and the Project, or,

(b) Limitsinanymaterialway, inconsistent with the RFP, rightsor the Bidder’sobligations,

or,

(c) Would potentially affectand / or unfairlyprejudice thecompetitivenessofthe Bids of

otherBidderswho have submittedsubstantially responsivebids

4.10. EVALUATION OF BIDS

Theevaluationshall be conductedin two (2) steps asfollows:

4.10.1. In STEP 1,theBidSecurityshallbefirstchecked by the

Authority.BidswithouttheappropriateBidSecurity shallberejected.Thenthe

submission(s)submitted onlineshall bechecked. All Bidderswho have in the opinion of the

Authority, duly provided the Bid

Securitywillbeconsideredresponsiveenoughtobeconsidered forthenext steps of evaluation.

of 195


Marking for Technical Evaluation:

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

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

below:

Sr. No. Evaluation Point and Criteria Maximum Marks

1.

Specific experience of the Concessionaire, as

sole entity or Joint Venture, relevant to the

Project:

20 Marks

a. Construction of Jan Suvidha Like facility.

One Project

Two Projects

Three or More Projects

10 Marks

6 marks

8 marks

10 marks

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

of 195


6.

Presentation: The bidders shall give a

presentation in Power point format with

walkthrough and shall include detail

methodology for execution of the Project,

planning for the operation and maintenance of

Jan Suvidha Kendra for the Concession Period,

deployment of the team, financial capability,

financial analysis and arrangement to finance the

Project and subsequent planning for provision of

premium to Authority (these shall include

detailed cash flows, the parameters considered

in calculating the premium, revenue resources

considered, etc.)It is clarified that the bidder

shall propose to construct and build the best

facilities. The marking under this head will be

linked to the quality of materials, fittings and

overall structures used therein for the entire

facilities of the Project.

30 Marks

TOTAL 100 Marks

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

aggregate of marks (“Aggregate Marks”) awarded in both steps of the tender process to

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

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

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

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

process.

4.10.2 . InSTEP 2ofthe tender evaluation process, theFinancialBidssubmitted onlineofonly those

Bidderswhohavequalified throughSTEP 1of the tender process shallbeopenedby the

Authorityinpresenceoftheduly authorized representatives oftheBidders,whochoosetoattend

thesame. 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

Concession Period to be quoted by the

Concessionaire.

Rs. _______________________ to be

quoted by the Concessionaire.

of 195


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 Bidsshall 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 Marksmay be considered for award of the LoAand 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.

4.10.3 . Intheevent that twoor more Biddersquoteexactlythesame for theProject,

thentheAuthorityreservestheright either to:

(a) Identify theselectedBidderbythedraw oflots,whichshallbeconducted, withprior

notice,inthepresenceof the Bidders;

(b) Selecting theBidderwho has provided for maximumutilisationofthe available

spaceat the Site, keeping in mind the aims and objectives of the Project,

whilemaintaining compliance with all relevant rules, guidelines and Applicable

Laws;or,

of 195


(c) Takeanysuchmeasureasmaybedeemedfitinitssolediscretion,includingannulmentof

thebiddingprocess.

4.10.3.1. Intheevent that theBidder(“First Ranked Bidder”) with the highest Aggregate

Marks,withdrawsorisnot selectedforany reasoninthefirstinstance(the“First

RoundofBidding”), theAuthoritymay invitealltheremainingBiddersto revalidateand /

orextendtheirrespectiveBid Security,asnecessary, and matchthe Bidofthe First Ranked

Bidder at a second round of bidding(the“SecondRoundofBidding”).

IfintheSecondRoundofBidding,only oneBidder matchestheBid of the First Ranked Bidder,it

shall be theselectedBidder. If twoor more Bidders match thesaidFirst RankedBidderin

theSecondRound ofBidding, thenthe Bidderwho has provided for

themaximumutilisationofthe available spaceat the Site, keeping in mind the aims and

objectives of the Project, whilemaintaining compliance with all relevant rules, guidelines

and Applicable Lawsshall be theselectedBidder.

4.10.3.2. Intheeventthat noBidder offerstomatch theFirst Ranked BidderintheSecond

RoundofBiddingasspecifiedinClause4.10.3.1 of this RFP,theAuthoritymay,annulthebidding

processand initsdiscretion,invitefresh Bids.

4.10.4. The Authoritywould have the rightto review the Bidsand

seekclarificationswherenecessary.TheresponsefromtheBidder(s)shallonly

beinwritingbutnomaterial changeinthesubstanceand / or the content

oftheBidswouldbepermitted. Itisclarified thatBiddersare free tomake

suggestionsbutarenotallowedto submit anyconditional bids to the Authority.

4.10.5. TheBids (Financial andTechnical) shouldbeunconditional andany conditionality attached

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

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

process shall not be opened.

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

mentioned hereunder:

A Chief Engineer, PW Region Pune. Chairman

B Superintending Engineer,PW Circle Solapur. Member

C Dy. Chief Architect Pune. Member

D Executive Engineer PW Division, Pandharpur. Member, Secretary

E Other technical expert or financial expert as

decided by the Chairman

Member

of 195


4.11. CONFIDENTIALITY

Information relatingto the examination, clarification,evaluation and recommendation for

the short– listedBiddersshallnotbedisclosedtoany person notofficiallyconcernedwith

theprocess.

4.12. ACCEPTANCE OF BIDS

4.12.1. The AuthorityshallissueLoAtotheselected Bidderfor the Project.

4.12.2. TheselectedBidderisrequiredtosendhisacceptanceoftheLoAwithin seven (7)daysfrom

thedateofitsreceipt as acknowledgement of the same.

4.12.3. The Authorityshallretaintherighttowithdraw theLoAinthe eventoftheselectedBidderfailure to

accepttheLoAwithinthe timelimit as specifiedin theaboveclause.

4.12.4. Insuchevent,the Authoritymay encashthe BidSecurityof theselectedBidder.

4.13. EXECUTION OF THE CONCESSION AGREEMENT

4.13.1. TheConcessionaireisrequiredtosign theConcession Agreementwithin forty – five

(45)daysofissuance of theLoAinwritingorthe dateas mutually agreedbetweentheParties for

the execution oftheConcession Agreement.Butpriorto executionoftheConcession

Agreement, theselectedBiddermustsatisfy the followingconditions,withinaperiodofthirty

(30)daysfromthe dateof the LoA:

(a) The selected Bidder has submitted the requisitePerformance Security, in original, to

the Authority;

(b) FormationofaSPC,aspertheprovisionslaiddownin Clause3.3.4,withinthirty

(30)daysfromthe dateof the LoA by the selected Bidder.

(c) FurnishingofDeedofGuaranteebytheselectedBidder, in case ofaJV,thenas

performatprovidedinClause5 (K)andtobeprovidedbyalltheJV

memberstowardstheSPCorifasingleBidder,thenasperformat providedinClause5(I)

hereto.

The AuthorityshallnotexecutetheAgreement until these conditionshavebeensatisfied.

4.13.2. The selectedBiddershall not make any delaysinsubmissionofall requisite documents,as

detailed outinClause4.13.1of this RFP andin the event that the selected Bidder

requestsforextension 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.

of 195


4.13.3. Failuretomeettheconditions,aslaiddowninClause4.12of this RFP withinthe prescribed time

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

Authority shallbe entitled to cancel the LoAwithout being liable, in any manner

whatsoever, to the Bidderand shall be entitled to appropriate the Bid Security andany

other amounts deposited till such timein lieu of liquidated damages, as genuine pre –

estimate of the losses caused to the Authority.

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

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

execution of the Concession Agreement shall beborne by theselected Bidder.

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

reason whatsoever, the Authorityshall retain the right to cancel the LoAand encash the

Bid Security of theselected Bidder andany other amount deposited till that time without

being liable in any mannerwhatsoever to the selected Bidder.

4.14. BIDS OF OTHER BIDDERS

4.14.1. The AuthorityshallreturntheBidSecurityreceivedfrom the Bidderswho have notqualified in

STEP 1ofthe tender evaluation process,within 180 (one hundredand eighty)daysofthe

openingofthe TechnicalBid.TheBidSecurityshall be returnedwithoutpayment ofany interest,

charges, duties and / or fees by the Authority.

4.14.2. The BidSecurityreceivedfromalltheshortlistedBiddersafterSTEP 2of the tender

evaluationprocess(exceptthe first three ranked Bidders at the end of the tender

evaluation process)shallbereturnedwithin60(sixty)daysfrom thedateofopeningof Financial

Bid,and returned thereafter, without paymentofany interest, charges, duties and / or fees

by the Authority.

4.15. MISCELLANEOUS

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

reserves the right at any time to:

(a) suspend and/or cancel thebidding process and/or amend and/or

supplementthebidding process ormodifythedatesorothertermsand conditions relating

thereto;

(b) ConsultwithanyBidderinordertoreceiveany clarifications;

(c) retain any information and/ or evidence submitted to theAuthority by or on behalfof,

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

of 195


(d) independentlyverify,disqualify,rejectand/or acceptany andall submissions or other

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

ItshallbedeemedthatbysubmittingtheBid,theBidderhas agreed to the terms and conditions

of this RFPandhas releasedthe Authority,itsemployees,agentsand

advisers,irrevocably,unconditionally,fully and finallyfromanyand allliability forclaims,losses,

damages,costs,expensesorliabilitiesin anywayrelatedtoorarisingfrom theexercise

ofanyrightsand/orperformance of any obligationshereunder,pursuanthereto

and/orinconnection withthebiddingprocessand

waives,tothefullestextentpermittedbyapplicablelaws,anyandallrightsand/orclaims itmay

haveinthis RFP.

of 195


5. PRESCRIBED FORMATS

A. LETTER OF APPLICATION AND INTEREST

(TobesubmittedandsignedbytheBidder’sAuthorizedSignatory)

To

The Executive Engineer,


Govt. Rest House, Pandharpur,

Solapur 413 304

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 BHANDUSHEGAON

Tal-PANDHARPUR.Dist-Solapur, Maharashtra”

Sir,

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 theRFP, the undersigned hereby appliesfor and on behalf ofthe Bidder for

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

and Maintenance of the Jan Suvidha Kendra, at BHANDUSHEGAON Tal-

PANDHARPUR.Dist-Solapur, Maharashtra”

1. ” according to the terms and conditions of the RFP issued bythe Authority.

2. Our Technical and Financial Bidsare as per the requisite formats along with the supporting

documents, duly filled and signed on each page are enclosed in separate sealed envelopes

as specified.

3. The BidSecurity shall be submittedin original in accordance with the requirements of the

RFP.

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

any inquiries / investigation to verify the statements, documents and information submitted

in connection with the application and to seek clarificationsregarding anyfinancial and

technical aspects. This letter of application will also serve as authorization to any individual

of 195


or authorized representative of any institution referred to the supporting information, to

provide such information deemed necessary and requested by you to verify statements and

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

competenceof theapplicant and the Bidder.

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

personsfor any further information:

Nameof theperson(s):The Executive Engineer

Address: Public Works Division, Pandharpur, Govt Rest House, Pandharpur, Solapur 413 304

Phone:02186-226975Email- [email protected]:____________

6. This application ismade withfull understanding that:

a. The AuthorityreservestherighttorejectoracceptanyBids,cancel thebiddingprocess,and/

or rejectall Bids.

b. The Authorityshallnotbeliableforanyoftheabove actionsandshall

beundernoobligationto inform theapplicantof thesame.

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

completed application forms enclosed, as complete, true and correct in everydetail.

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

conditions of this RFP and Project related information as required for the Bid. We have also

visited the proposed Project sites and surroundings, for the assessment and have made our

own due diligence and assessment regarding the Project.

9. We agreetokeepour Bidvalid for onehundredeighty (180) daysfrom theProposal 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.

10. This application is made with the full understanding that the validity of bid submitted by us

will be subject to verification of all information, terms and conditions submitted at the time

of bidding and its final acceptance by the Authority. We agree that, without prejudice to

any other right or remedy, the Authority shall be at liberty to encashthe said Bid Security

absolutely.

Authorizedsignatory:Date:

Nameandseal ofBidder:Place:

of 195


B. GENERAL INFORMATION ON THE BIDDER

1. (a) Name:

(b) Countryofincorporation:

(c) Addressofthecorporateheadquartersanditsbranchoffice(s),ifany,in

India:

2. Detailsofindividual(s)whowillserveasthepointofcontact/communicationfor

Engineer - in - chargewithin theCompany:

(a) Name :

(b) Designation :

(c) Company :

(d) Address :

(e) Telephone Number:

(f) Fax Number :

(g) E-Mail Address :

3. Incaseof JV:

a. Theinformationabove(at 1and 2)shouldbeprovidedforallthemembersof theJV.

b. Information regarding roleofeachmember shouldbe provided:

Sl.No. NameofMember ProportionofEquitytobe

heldin

Role*

1

2

3

*SpecifywhetherLead Member/ ordinaryMember

Signed

(Nameof theAuthorisedSignatory)

Forandonbehalfof

(Nameof thebidder)

Designation: Place:

Date:

Tobeenclosed:

1. Documents certifying Bidder’s legal status i.e. certificateofincorporation /registration.

of 195


2. IncaseofaJV,JVAgreement&PowerofAttorneysignedbyeachJVpartner, clearly indicatingthe

leadpartner.

3. Latest brochures/organizationprofiles,etc.

C. FORMAT FOR FINANCIAL BID

(TobesubmittedandsignedbytheBidder’sAuthorizedSignatory)

To

The Executive Engineer,


Govt. Rest House, Pandharpur,

Solapur 413 304

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 BHANDUSHEGAON Tal-

PANDHARPUR.Dist-Solapur, Maharashtra”

Sir,

WeherebysubmitourFinancialBidforthecaptionedProjectinresponsetothis RFPissuedbytheExecutive

Engineer, Public Works Division, Pandharpur Solapur.

We aremakingthisBidaftertakingintoconsiderationallthetermsandconditions statedin

theRFP,andaftercareful assessmentoftheSite, all risksand contingenciesandall otherconditionsthat

mayaffect thefinancial proposal.

Wealsoherebyconfirm thefollowing:

a. ThisFinancial Bidisbeingsubmittedby[NAMEOFBIDDER] inaccordancewith the

conditionsstipulated in theRFP.

b. Wehaveexaminedindetail andunderstandandagreetoabidebyall termsand

conditionsstipulatedintheRFPissuedby the Authorityas amended, and in any subsequent

communication sent by the Authority. OurFinancial Bidisconsistentwithall

requirementsofsubmissionstatedin theRFPandinanysubsequentcommunication.Our Financial

Bidisasfollows:

of 195


Sr.

No.

Detail

Details

/Nos./

Amount in

INR

1 Facilities to be provided by us in the proposed Construction.

a. …(give description of facilities like toilets, water, ATM,

restaurants, etc. )

b. …

c. …

d. …

e. ..

2

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

Concession Period

3 Free facilities to be provided by us –

a. …(give description of services)

b. …

c. …

d. ..

e. …

Total

WeagreetokeepourBidvalidfor a period 180 (one hundred and eighty) days from the Proposal

Due Date.

Authorized signatory Date:

Nameandseal ofBidder Place:

of 195


D. AFFIDAVIT

(TobegivenseparatelybyeachJVmember,incaseofaJVorotherwisebytheBidder

onaStamp Paper ofRs. 100/- and should be notarized)

I,.…………………..……….,S/o …………..…………..…………..,Resident of …………..………………., the

……………...(insertdesignation) of the ………………………..…..(insert name of the single Bidder/JV

Member if a JV), do solemnlyaffirmandstateasunder :

1. ThatIam theauthorizedsignatory of…………..(insertnameofcompany /JVmember)

(hereinafterreferredtoas“Bidder/JVMember”)andIamdulyauthorizedbythe

BoardofDirectors oftheBidder/JVMemberto swearanddeposethis affidaviton

behalfoftheBidder/JV member.

2. ThatIhavesubmittedinformationwithrespecttooureligibilityforthe project titled“Design, Build,

Finance, Construction, Development, Implementation, Operation and

Maintenance of the Jan Suvidha Kendra, at __________, 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. ThatIherebyaffirmtofurnishany information,which mayberequestedbyAuthorityto

verifyourcredentials/informationprovidedbyusunderthis Bid

andasmaybedeemednecessarybythe Authority.

4. ThatifanypointoftimeincludingtheConcessionPeriod,incasethe Authorityrequests any

further/additional information regarding our financial and/ortechnicalcapabilities,orany

otherrelevantinformation,Ishallpromptly and immediately

makeavailablesuchinformationaccurately andcorrectly tothe satisfactionofthe Authority.

5. ThatIfullyacknowledgeandunderstandthatfurnishingofanyfalseormisleading informationby

usinourRFPshallentitleustobedisqualifiedfrom the tenderingprocess for thesaidProject. The

costsandrisks forsuchdisqualification shall beentirelybornebyus.

6. That,wefullyacknowledgeandunderstandthatincaseanyfalseormisleading

information,asfurnishedbyusinourRFP,isfoundatalaterstageaftertheexecutionof the

Concession Agreement,itshallentitleEngineer – in – chargeto terminate the said signed

ConcessionAgreement between the Parties.Thecostsandrisksfor suchterminationshall

beentirelybornebyus.

ThatallthetermsandconditionsoftheRequestforProposal(RFP)have beendulycompliedwith.

of 195


DEPONENT

VERIFICATION:

I,theabovenameddeponent,doverify thatthe contentsofparagraphs 1to6ofthis

affidavitaretrueandcorrect to my knowledge.Nopartofitis falseandnothingmaterial

hasbeenconcealed.

Verifiedat ………………………,onthis…………………. dayof………….…….., 201____.

DEPONENT

of 195


E. FORMAT FOR POWER OF ATTORNEY FOR SIGNING OF APPLICATION AND

OTHER REQUIRED DOCUMENTS

(To be notarized)

Knowall menbythesepresents, we/ I ……………………………………. (name and

addressoftheregisteredoffice)dohereby constitute,appointandauthorize

Mr./Ms.…………………..(name andresidentialaddress)asourattorney,to doinour

nameandonourbehalf,allsuchacts,deedsand thingsnecessary inconnectionwithor incidentaltoourBid

for the Projectenvisaging“Design, Build, Finance, Construction, Development,

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

__________, Maharashtra.” at ___________(location),(State

Maharashtra)intheUnionofIndia,includingsigningandsubmission ofall

documentsandprovidinginformation/responsestothe Authority, representingusinallmattersbefore

the Authority,and generally dealingwiththe Authority, inall mattersinconnectionwithourBidfor

thesaidProject.

We herebyagreetoratifyallacts,deedsandthingslawfullydonebyoursaidattorney

pursuanttothisPowerofAttorneyandthatall acts,deedsandthingsdonebyour

aforesaidattorneyshallalwaysbedeemedtohavebeendonebyus.

For…………………………………………. Accepted

…………………...(Signature)

(Name,Titleandaddress)of theAttorney

Note:

The modeofexecution ofthePowerofAttorneyshouldbeinaccordancewiththe

procedure,ifany,laiddownbytheapplicablelaw andthecharterdocumentsofthe

executant(s)andwhenitissorequiredthesameshouldbeundercommonsealaffixed inaccordancewith

therequiredprocedure.

of 195


F. FORMAT FOR BID SECURITY AS BANK GUARANTEE

BIDSECURITYFORMAT

(tobevalidfor 180daysfrom theProposal DueDate)

UNCONDITIONALANDIRREVOCABLEBANK GUARANTEE

Bank GuaranteeNo.: Dated ________________

IssuerofBankGuarantee:

Name of the bank _____

_____________

________________

(hereinafter referredtoasthe“Bank”)

BeneficiaryofBank Guarantee:Executive Engineer, Public Works ___________ Division,

_______

NatureofBankGuarantee:

Unconditional andirrevocableBankGuarantee.

ContextofBankGuarantee:

In pursuanceof Clause3.4.1of Section1of the Requestfor ProposalDocument

dated(hereinafterreferredtoasthe “RFP”inclusiveofAgreement) for the “Design, Build, Finance,

Construction, Development, Implementation, Operation and Maintenance of the Jan

Suvidha Kendra, at BHANDUSHEGAON.Tal-PANDHARPUR.Dist-SolapurMaharashtra.”

(hereinafterreferredtoas the“Project”),providedhowever,suchcontextofthe

BankGuaranteeorreferencetotheConcession Agreement in this Bank Guarantee shall in no manner

to relied upon at any stagetoadversely affectordilutetheunconditionaland irrevocablenatureof

thisBank Guarantee.Thecontract of Bank Guarantee is an

independentcontractbetweentheBankandExecutive Engineer, P.W. Division,

Pandharpur.andisnot dependentuponexecutionorperformanceofanyAgreementbetween Executive

Engineer, P.W. Division, Pandharpur.and (NameoftheBidder).

Operativepart of theBank Guarantee:

1. At the request of the (Name andAddress 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, Pandharpur.i.e. the beneficiary on behalf of the Bidder,

up to a total sum of Rs. ________________ (Rupees ____________only), such sum being

payable by us to the Executive Engineer, P.W. Division, Pandharpur.immediately upon

receipt of first written demand from Executive Engineer, P.W. Division, Pandharpur.

of 195


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

Division, Pandharpur.on an immediate basis, upon receipt of first written demand from the

Executive Engineer, P.W. Division, Pandharpur.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, Pandharpur.to convey to us any reasons for invocation of the

Guarantee or to prove the failure on the part of the Bidder to repay the amount of

___________ or to show grounds or reasons for the demand or the sum specified therein,

the entire sum or sums within the limits of Rs. _______________ only).

3. Weherebywaive thenecessityoftheExecutive Engineer, P.W. Division,

Pandharpur.demanding thesaidamount fromBidderprior toserving theDemandNoticeuponus.

4. We furtheragreeandaffirmthatnochangeoradditiontoorothermodificationto thetermsof

theAgreement,shallinany way releaseus fromany liability under

thisunconditionalandirrevocableGuaranteeand weherebywaivenoticeofany

suchchange,additionormodification.We furtheragreewiththeExecutive Engineer, P.W.

Division, Pandharpur.thattheExecutive Engineer, P.W. Division, Pandharpur.

shallbethesoleand theexclusivejudgetodeterminethatwhetherornotanysumorsumsaredue

andpayabletohimbyEntrepreneur,whicharerecoverablebytheExecutive Engineer, P.W.

Division, Pandharpur.by invocationofthisGuarantee.

5. This Guaranteewillnotbedischargeddue tothechange inconstitution ofthe

BankortheBidder.WeundertakenottowithdraworrevokethisGuarantee

duringitscurrency/validityperiod,exceptwith thepreviouswrittenconsent ofthe Executive

Engineer, P.W. Division, Pandharpur.

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

Division, Pandharpur.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, Pandharpur.shall be a valid discharge

of our liability for payment under this Guarantee and the Bidder shall have no claim against

us for making such payment.

7. This Bank guarantee shall be payable at city of the P.W. Division, Pandharpurat

____________ branch of the bank ____________________

8. ThisunconditionalandirrevocableGuaranteeshallremainin full forceandeffect

andshallremainvaliduntil (180daysfromtheProposalDue Date).

Notwithstanding anything contained herein :

of 195


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, Pandharpur.serves upon us a written claim or demand on or before

________.

Authorized Signatory For Bank

of 195


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

MEMBER

POWEROFATTORNEY

TOWHOMSOEVER ITMAYCONCERN

(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 BHANDUSHEGAON, Tal-PANDHARPUR.Dist-Solapur.Maharashtra”

(the“Project”)as

memberof_________________[nameoftheJV]independently,we,__________________nameofauthori

singcompany/agency],a______________ incorporatedunderthelawsof

______________,theregisteredaddressofwhichis___________________________,tolawfullyrepresen

tand actonourbehalfas theLeadMemberofthe JVtosignany qualificationstatement,

proposal,conductnegotiations,signcontracts,incurliabilitiesandreceiveinstructions

forusandonourbehalfandexecuteallothernecessary mattersinconnectionwiththe Project.

Weherebyconfirmthatwearejointlyandseverallyliable,togetherwithother membersof theJV, tothe

Engineer – in – chargeforallofthe obligationsof the JVinrespectofour

qualificationstatement,technicalandfinancialproposal forthe

Project,inaccordancewiththeRFPfortheProjectissued on______________________andas

amendedprior todatehereof.

We

herebyratifyandconfirmthatallactsdonebyoursaidattorney___________________________(nameofth

e Lead Member)shallbebindingonusasifthesamehasbeendonebyuspersonally. We hereby alsoratify

andconfirm thatifweareselectedas theSuccessfulBidder,weshall incorporate aCompanyunderThe

CompaniesAct,1956asperthe following shareholdingpattern:

Party % Shareholding

IN WITNESSWHEREOF,wehavehereuntosetourrespectivehandsthis________ dayof

___________________ 201___inthepresenceofthefollowingwitnesses

_________________________________________

Name, Signature of the Authorized Signatory

Witness1 Witness2

Signature ------------- Signature -----------

Name -------------- Name------------

Address -------------- Address---------

of 195


H. FORMAT OF PARENT / HOLDING COMPANY DEED OF GUARANTEE

FORMATOF PARENT/ HOLDING COMPANYDEED OFGUARANTEE (TOBEMADE ON

STAMPPAPER OF REQUISITEVALUEAND NOTORISED AND SHALL BE ADDRESSED TO

AUTHORITY)

DEED OFGUARANTEE

THIS DEED OF GUARANTEE executed at ___________ this _____________ day of____________

by M/s ____________________ (mention complete name) a company duly organized and

existing under the laws of (insert jurisdiction / country), having its Registered Office

at_______________ hereinafter called the “Guarantor” which expression shall, unless excluded

by or repugnant to the subject or context thereof, be deemed to include its successors and

permitted assigns.

WHEREAS

A. Executive Engineer, P.W. Division, Pandharpur. 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 __________, 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.

B. M/s_____________ (mention compete name), a company duly organized and existing

under the laws of India (insert jurisdiction / country), having its Registered Office at

(give complete address) hereinafter called the “Subsidiary”, which expression shall, unless

excluded by or repugnant to the subject or context thereof, be deeded to include its

successor and permitted assigns, ( is a Subsidiary of the Guarantor, which has in response

to the above mentioned RFP document (including its addendums) is submitting its Bid /

Proposal to Executive Engineer, P.W. Division, Pandharpurto 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, Pandharpurat any stage.

C. TheGuarantor represents that theyhave gone through and understood the

requirementoftheabovesaidRFPdocument(includingitsaddendums) andare capableofand

committedtoprovidetechnical,financialandsuchothersupports

asmayberequiredbytheSubsidiaryfor thesuccessful executionof thesame.

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

of 195


Division, Pandharpurwherein 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,attherequestoftheSubsidiaryandinconsiderationofandasa

requirementforExecutive Engineer, P.W. Division, Pandharpurtoenterintoagreement(s) with

the Subsidiary,theGuarantorherebyagreestogivethisguaranteeandundertakes asfollows:

1. TheGuarantor(Parent/HoldingCompany)unconditionallyagreesthatin caseofnon-

performance bytheSubsidiary ofanyofitsobligationsinany

respect,theGuarantorshall,immediately onreceiptofnoticeofdemand byExecutive

Engineer, P.W. Division, Pandharpurtake upthe Projectwithoutanydemuror

objection,incontinuationandwithoutlossoftime andwithoutany costto Executive

Engineer, P.W. Division, Pandharpuranddulyperformthe obligationsand

responsibilitiesoftheSubsidiary tothesatisfactionofExecutive Engineer, P.W. Division,

PandharpurIncasethe Guarantoralso failsto dischargeitsobligations

hereinandisnotabletocomplete theProjectsatisfactorily,Executive Engineer, P.W.

Division, Pandharpurshallhaveabsoluterights foreffectingtheexecutionofthe Project

fromanyotherpersonat therisksandcostsoftheGuarantor.The

Guarantoralsoundertakestomake goodany lossthat may becausedto Executive

Engineer, P.W. Division, Pandharpur,forany non-performanceorunsatisfactory

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

2. TheGuarantoragreesthattheGuaranteehereincontainedshallremain

validandenforceabletill thesatisfactory executionandcompletionofthe

Project(includingdischargeofthewarranty obligations)awardedtothe Subsidiary till

thecompletionoftheConcessionPeriod(includingany extension).

3. The Guarantor shall be jointly with the Subsidiary, as also severally responsiblefor

thesatisfactoryexecutionand performance of Project during the currency of the

“Agreement” to be entered amongst the SubsidiaryandExecutive Engineer, P.W.

Division, Pandharpur.

4. TheGuarantorrepresentsthatthisGuaranteehasbeenissuedafterdue observance of the

appropriate laws in force in India. The Guarantor

herebyundertakesthattheGuarantorshallobtainandmaintaininfull forceandeffectallthe

governmentalandotherapprovals,permitsand consentsthat arenecessaryanddoall

otheractsand thingsnecessaryor desirable in connectiontherewith orfor the due

performance ofthe Guarantor’sobligationshereunder

5. TheGuarantoralsoagreesthatthisGuaranteeshallbegovernedand construed

inaccordance withthelawsin forcein Indiaandsubjecttothe exclusive jurisdictionof

of 195


thecourtsof only Pune, Maharashtra, India.

6. TheGuarantorherebydeclaresandrepresentsthatthisGuaranteehas been

givenwithoutany undueinfluenceorcoercionfromanypersonand that theGuarantor

hasfullyunderstoodthe implicationsof thesame.

7. The Guarantor representsandconfirms that the Guarantorhas the legal

capacity,powerandauthority to issue this Guaranteeand that giving of this

Guaranteeand the performanceand observations of theobligations hereunder

donotcontraveneanyexisting lawor any judgment.

8. The Guarantor representsandconfirms that in pursuance to Para/ Point 7, the

Guarantorhas submittedand provided to Executive Engineer, P.W. Division,

Pandharpur.(with this Deed of Guarantee),a valid Board Resolutionduly authorizing

the Guarantor topledge/provide technical, financial andsuch othersupports as

maybenecessary forperformance of the work relating to thesaid Project asper the

RFPand Agreement

Forandonbehalfof(Parent /HoldingCompany)

M/s

Witness:

1.

2.

of 195


I. FORMAT OF SELECTED BIDDER GUARANTEE TOWARDS SPC

Format of Successful Bidder GuaranteetowardsSPC (if applicableand afterLOA)

(ToBeMadeOn Stamp Paperofrequisitevalueandnotarised)

DEED OFGUARANTEE

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, Pandharpur.or “Engineer –in- charge ”,which

expressionshallunlessexcludedby or repugnantto thecontextthereof,bedeemed

toincludeitssuccessorand assigns), invitedBids/Proposalsforthe“Project”–“Construction

of Jan Suvidha Kendra and construction of toilets in general and ladies toilets

with drinking water and other public amenities along state highways.”

byissuingRequest ForProposal (“RFP”)document(includingitsaddendums) totheprospective

“Bidders” toimplementthesaidProject.

B. M/s _______________________(mention compete name), a company duly organized and

existing under the laws of India (insert jurisdiction / country), having its Registered Office

at _____________________ (give complete address) hereinafter called the special

purpose company,the “SPC”, which expression shall, unless excluded by or repugnant to

the subject or context thereof, be deemed to include its successor and permitted assigns,

(is an Associate of the Guarantor, and has been formed for the development of the Project

with one of the condition that the SPC shall arrange a guarantee from its Parent / Holding

Company, i.e. Guarantor, guaranteeing due and satisfactory performance of the work

covered under the said RFP document (including its addendums) or any change made in

may be deemed appropriate by the Executive Engineer, P.W. East Division at any stage.

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

P.W. East Division, and this Guarantor was declared the selectedBidder. 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 to the Guarantor / Successful Bidder.

of 195


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. TheGuarantorisexecutingthisDeedofGuaranteeinfavourofExecutive Engineer, P.W. East

Division,whereintheGuarantorandthe Associateshallbejointly and severally

liabletowardstheProjectand the Guarantorshallalsobepledging/

providingtechnical,financialandsuchothersupportsasmaybenecessaryto theAssociate

forperformanceoftheworkrelatingto the saidProjectas per the

RFPdocument(includingitsaddendums)andas pertheAgreement

containedintheRFPdocument.

F. Accordingly,at the requestoftheAssociateandinconsiderationofandasa requirement

forExecutive Engineer, P.W. Division, Pandharpur toenterintoagreement(s)with the

SPC,the Guarantorhereby agrees to givethisguaranteeandundertakes as follows:

1. TheGuarantor(Parent/HoldingCompany)unconditionallyagreesthatin case ofnon-

performance by the SPCofany ofits obligations in any

respect,theGuarantorshall,immediately onreceiptofnoticeofdemand byExecutive

Engineer, P.W. Division, Pandharpur, takeup theProjectwithoutanydemuror

objection,incontinuationandwithoutlossoftime andwithoutany costto Executive

Engineer, P.W. Division, Pandharpur andduly performtheobligationsand

responsibilitiesofthe SPCtothesatisfaction of Executive Engineer, P.W. Division,

Pandharpur. Incase the Guarantoralso failsto dischargeitsobligations

hereinandisnotabletocomplete theProjectsatisfactorily,Executive Engineer, P.W.

Division, Pandharpur shallhaveabsoluterights foreffectingtheexecutionofthe Project



Engineer, P.W. Division, Pandharpur forany non-performanceorunsatisfactory

performancebytheGuarantor or the SPC ofany oftheirobligations.

2. TheGuarantoragreesthattheGuaranteehereincontainedshallremain


Project(includingdischargeofthewarranty obligations)awardedtothe SPC till the

completion of the Concession Period (including any extension).

3. TheGuarantorshallbejointlywiththeSPC,asalsoseverallyresponsible

forthesatisfactoryexecutionandperformance ofProjectduringthe currency

ofthe“Agreement” tobeenteredamongsttheSPC, Executive Engineer, P.W.

________ Division.

4. TheGuarantorrepresentsthatthisGuaranteehasbeenissuedafterdue observance of the

appropriate laws in force in India. The Guarantor

of 195


herebyundertakesthattheGuarantorshallobtainandmaintaininfull

forceandeffectallthegovernmentalandotherapprovals,permitsand consentsthat

arenecessaryanddoall otheractsand thingsnecessaryor desirable in

connectiontherewith orfor the due performance ofthe

Guarantor’sobligationshereunder.

5. The Guarantoralso agrees that this Guarantee shallbe governedand construed

inaccordance with the laws in force in Indiaandsubject to the paragraph 6 below

(Dispute Resolution), the courts of __________________, 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.

7. TheGuarantorherebydeclaresandrepresentsthatthisGuaranteehas been

givenwithoutany undueinfluenceorcoercionfromanypersonand that theGuarantor


8. TheGuarantorrepresentsandconfirmsthattheGuarantorhasthelegal

capacity,powerandauthority toissuethisGuaranteeandthatgivingof thisGuaranteeand

the performanceand observationsoftheobligations hereunder

donotcontraveneanyexistinglawor any judgment.

9. TheGuarantorrepresentsandconfirmsthatinpursuancetoPara/Point 7,the

GuarantorhassubmittedandprovidedtoExecutive Engineer, P.W. Division,

Pandharpur.(with thisDeed ofGuarantee),a valid Board Resolution duly

authorizingthe Guarantortopledge/provide technical, financial andsuch

othersupportsasmaybenecessary forperformanceoftheworkrelating tothesaid Project

asper the RFPandAgreement

For and on behalf of (Parent / Holding Company

Witness

1.

2.

of 195


J. DRAFT JOINT VENTURE AGREEMENT

(ToBeMadeOn Stamp Paperof requisitevalueandnotarized)

ThisJointVentureAgreement(the “AGREEMENT”)madeat onthis dayof ,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. Executive Engineer, P.W. _________ Division, ___________ andinvited Bids/Proposals

fromregistered PartnershipFirms,Company andJointVenture for theworkof“Design, Build,

Finance, Construction, Development, Implementation, Operation and

Maintenance of the Jan Suvidha Kendra, at BHANDUSHEGAON Tal-

PANDHARPUR.Dist-Solapur., Maharashtra.”(hereinafterreferredtoasthe“Project”).

2. M/s. ______________________,M/s. ______________ and M/s. ______________have

agreed to consolidate their resources and experience, and apply jointly as a Joint Venture

(hereinafter referred to as the “Joint Venture”), vide this JointVenture Agreement, for

of 195


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.

NOWTHEREFORE IN CONSIDERATION OF THEPREMISESANDTHE MUTUAL

CONVENANTS HEREIN CONTAINED THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Therecitalhereincontainedshallconstituteandintegralandoperative part ofthis AGREEMENT.

2. ThePartiesheretoagreetoconsolidatetheirresourcesandherebyform

aJointVenturetojointlyprepare,submitandBidfortheProject,which hasfinancingandcommercial

benefits,asdetailedin theRFPdocument issuedby Executive Engineer, P.W. _____ Division,

_____________________for the implementation/execution/ maintenance and

operationandcompletionofthe Project.

3. ThePartiesheretoagreethat shall be theLeadMemberand

andshallbetheJVMembers2&3respectively oftheJointVenture.

4. The Parties shall mutually and jointly take all the decisions in respect of the Project on

behalf of the Joint Venture. (Lead Member) shall be authorized to act on behalf of the

Joint Venture as their representative for up gradation, implementation/execution and

completion of the Project.

5. undertakesthatithasthenecessaryqualificationto

fulfilltechnicalandfinancialcapabilitycriteriafortheup gradation,

implementation/executionandcompletionofthe Projectasdetailedinthe RFP

Document{includingthe draftAgreement(Section-IIof theRFPdocument)}.

6. For the purpose of execution of the Project, in the event of award of the Project to the Joint

Venture, the Parties will set up a Special Purpose Company (“SPC”), formed under the

Companies Act, 1956. The common equity shareholding pattern of the SPC shall consist of

% shares to be held by , % shares to be held by , and % shares to

be held by . (Lead Member) shall individually and compulsorily hold such minimum

equity stake, as per the requirements of the RFP, in the SPC till the end of the Concession

Period. On successful award of the Project, the SPC shall enter into “Agreement”) with

Executive Engineer, P.W. Division, No.2 Solapur.(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 ____________

7. , and shallbejointlyandseverally liablefor theDevelopment/ Construction, implementation,

of 195


operationandmaintenanceoftheProjectinaccordancewiththeterms of

theRFPDocument.ItisfurtherunanimouslyagreedbythePartiesthat theLeadMember, along

withotherJVMembersin the SPC shall:-

A. CoordinatethedaytodayactivitiesoftheJointVenture/SPC;

B. Undertaketobejointlyandseverallyliable/responsibleforallthe

obligationsandliabilitiesrelatingtotheProject,inaccordance withthetermsofthe

RFPDocumentandtheAgreementwithExecutive Engineer, P.W. Division, No.2

Solapurtill theendofthe ConcessionPeriod;

C. completeallworksassignedundertheRFPDocument(including Agreement)within the time

periodstipulated in the RFPdocument; and

D. executeindividual/independentDeedofGuaranteebyallJV Members, towards theSPC,

infavour of Executive Engineer, P.W. Division, No.2 Solapurforthe

pledging/providingtechnical,financialandsuch other supports as may be necessary for

the performance of worksassignedunder theRFPDocument (includingdraft

Agreement)within the time periodstipulated in the RFPdocument.

8. The role and the responsibility of each Party for the Construction/

implementation,operation&maintenance andexecutionoftheProject shall beasfollows:

Name

of

Type of

Member

Role & Responsibility

JV Member 1

(Lead Member)

JV Member 2

JV Member 3

9. Allthebasic/fundamentaltermsandconditionsofthisAGREEMENTshall be incorporated in the

Article of Association of the SPC (to be incorporatedby theParties).Anyothertermsand

conditionstotheextent notagreeduponby thePartiesinthisAGREEMENT(andwhicharenot

contradictory to thebasic/fundamental provisionsofthisAGREEMENT) shallbemutually

agreeduponby thePartiesandincorporatedinthe ArticleofAssociationoftheSPC

10. Confidentiality–Allinformation,document,etc.exchangedbetweenthe Partiesrelatedto

thisagreementor the preparationofany bidor the performance ofthe Projectshall remain

confidential and shallnotbe revealedtothirdparties foracertaintimeperiodtobeagreedupon.

Unlessotherwise required bylaw,the Partiesundertake notto disclose to any thirdparty orany

elseand/oruseany Information,withoutprior consentof theotherParty.

11. TermandDuration–ThisAGREEMENTshallcomeintoeffectonthe

dateofsubmissionoftheBid/Proposal fortheupgradation,

implementation/executionandcompletionofthe Project.This AGREEMENTshall terminateupon

thesuccessful completionofthe Projectand maybeextendedfurther forsuchperiodasmaybe

required bytheExecutive Engineer, P.W. Division, No.2

of 195


SolapurThisAGREEMENTcanbeterminated only upon Joint Venture’s/SPC’s Bid for the Project

is conclusively rejectedbytheExecutive Engineer, P.W. Division, Pandharpur.

12. Costs/Expenses–Allout-of-pocketexpenses/costsofandincidentalto

thisAGREEMENTincludingstampdutyandregistration fees,ifanyshall beborneandpaidby

thePartiesinproportionto theirshareholdinginthe SPC.EachParty shallpay

andbeartheirownadvocated/solicitors feesin thepreparationofthisAGREEMENT.

13. GoverningLaw–ThisAGREEMENTshallinallrespectbegoverned, construedand

interpretedinaccordancewithlawsofRepublicofIndia.

14. SettlementofDisputes–AnydisputesarisingoutofthisAGREEMENT shallbeamicably

settledbytheauthorizedrepresentativesoftheParties, failingwithany

suchdisputesshallberesolved by Arbitrationin

accordancewiththeArbitrationandConciliationAct,1996,byoneor more

arbitratorsappointedinaccordancewiththesaidAct.This Clause shall survive the

terminationofthisAGREEMENT.

LanguageofArbitrationshall beEnglish. TheseatoftheArbitration

proceedingsshallbein______________,India.TheParties jointly andseverally undertakethat

theup gradation, implementation/executionand completionoftheProjectshall notbe

affectedduring thedispute(s)or thesettlement of dispute(s) period.

TheAwardrenderedbytheArbitralTribunalshallbefinalandbinding upon the Parties.

15. IntheeventofadisputebetweenthePartiesoverthesubjectofthis AGREEMENT,theprevailingparty

shallbeentitledtoreasonable advocates/solicitors’ feesandcostsincurredintheresolutionofsuch

dispute.

16. Amendments–ThisAGREEMENTcanbeamendedorsuppressedby

furtheragreementmadeinwritingattherequestofanyoftheParties afterunanimousapprovalby

thePartiesandbyobtainingpriorconsent andwrittenapprovalfrom Executive Engineer, P.W.


17. Notices–Anynotices,requests,demandsoranycommunicationsfrom any party to the other party

under this Agreement shall be by Regd./Speed mailorfacsimiletransmissionsentto the

addressesas indicatedinthisAgreement.Any party may changeitsaddressbutshall promptly

informExecutive Engineer, P.W. Division, Pandharpur.andtheotherParties/JV

Membersofanysuchchange.

18. Language–TheofficiallanguageofthisAGREEMENTandallfuture agreementsshall beEnglish

19. Assignment–NoneofthePartiestothisAGREEMENTshallhavethe right toassignitsbenefitsor

liabilitiesunderthisAGREEMENTtoany othercompany,

firmorpersonwithoutobtainingpriorconsentandwritten approval ofExecutive Engineer, P.W.

of 195



20. Entire Agreement –This Agreement constitutesthe entire agreement

betweenthePartiesandsupersedesallprior writings,agreementsor understandingsrelatingto

thesubject matter thereof.

INWITNESSWHEREOFthePartiesheretohavecausedthisAGREEMENT tobe

executedbytheirdulyauthorized representativesthedayandyearfirstabovewritten.

SIGNED AND DELIVERED BY

By ________

Title ________

Date _________

Witness

1.

2.

of 195


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

APPLICABLE & AFTER LOA)

(ToBeMadeOnStamp Paperofrequisitevalueandnotarised)

DEED OFGUARANTEE

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, ______. 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 BHANDUSHEGAON Tal-PANDHARPUR. Dist-SolapurMaharashtra” 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, Pandharpur.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,

Pandharpuron behalf of Executive Engineer, P.W. Division, Pandharpurand 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, Pandharpurto the Successful Bidder.

D. The Guarantor represents that it has gone through and understood the

requirementoftheabovesaidRFPdocument(includingitsaddendums) andare capableofand

committedtoprovidetechnical,financialandsuchothersupports asmayberequiredbytheSPCfor

thesuccessful executionofthesame.

E. TheGuarantorisexecutingthisDeedofGuaranteeinfavourofExecutive Engineer, P.W. P.W.

Division, Pandharpurwhereinthe Guarantor (alongwith otherJointVenture (JV)

of 195


Members)and theAffiliate(SPC)shallbe jointlyandseverally liabletowards the Projectandthe

Guarantorshallalsobepledging/providingtechnical,financial andsuchothersupportsas may

benecessary to theAffiliate (SPC) for performance ofthe workrelatingto the said

Projectasperthe RFP document (includingitsaddendums)andaspertheAgreementcontainedin

theRFPdocument.

F. Accordingly,attherequestoftheAffiliateandinconsiderationofandasa requirement forExecutive

Engineer, P.W. Division, Pandharpurtoenterintoagreement(s)with the

SPC,theGuarantorhereby agreesto givethisGuaranteeandundertakesas follows:

1. TheGuarantor(JVMember-1/2)unconditionallyagreesthatincaseof non-performanceby

theSPCofany ofitsobligationsinany respect,the

Guarantorshall,immediatelyonreceiptofnoticeofdemandbyExecutive Engineer, P.W.

Division, Pandharpurtakeup theProjectwithoutany demurorobjection,

incontinuationandwithoutlossoftimeandwithoutanycosttoExecutive Engineer, P.W.

Division, Pandharpurand duly perform the obligations and responsibilitiesofthe

SPCtothesatisfaction of Executive Engineer, P.W. Division, Pandharpur.Incase the

Guarantoralso failsto dischargeitsobligations hereinandisnotabletocomplete

theProjectsatisfactorily,Executive Engineer, P.W. Division,

Pandharpur,shallhaveabsoluterights foreffectingtheexecutionofthe Project



Engineer, P.W. Division, Pandharpurforany non-performanceorunsatisfactory

performancebytheGuarantor or the SPC ofany oftheirobligations.

2. The Guarantoragreesthatthe Guaranteehereincontainedshallremain


Project(includingdischargeofthewarranty obligations)awardedtothe 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,

Pandharpur

4. The Guarantor represents thatthis Guarantee has been issued afterdue observance of

the appropriate laws in force in India. The Guarantor

herebyundertakesthattheGuarantorshallobtainandmaintaininfull forceandeffectallthe

governmentalandotherapprovals,permitsand consentsthat arenecessaryanddoall

otheractsand thingsnecessaryor desirable in connectiontherewith orfor the due

performance ofthe Guarantor’sobligationshereunder.

5. The GuarantoralsoagreesthatthisGuarantee shallbe governedand construed

inaccordance withthelawsin forcein Indiaandsubjecttothe paragraph 6 below (Dispute

Resolution), the courtsof __________________, 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.

7. The Guarantorherebydeclaresandrepresentsthatthis Guaranteehas

of 195


beengivenwithoutany undueinfluenceorcoercionfromanypersonand that theGuarantor


8. TheGuarantorrepresentsandconfirmsthatthe Guarantorhasthelegal

capacity,powerandauthority toissuethisGuaranteeandthatgivingof thisGuaranteeand the

performanceand observationsoftheobligations hereunder

donotcontraveneanyexistinglawor anyjudgment.

9. TheGuarantorrepresentsandconfirmsthatinpursuancetoPara/Point7,the

Guarantorhassubmittedandprovidedto (Executive Engineer, P.W. Division,

Pandharpur(with thisDeed ofGuarantee),a valid Board Resolution duly authorizingthe

Guarantortopledge/provide technical, financial andsuch

othersupportsasmaybenecessary forperformanceoftheworkrelating tothesaid Project

asper the RFPandAgreement

FOR & ON BEHALF OF

_________________________

Witness:

1.

2.

of 195


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

DULY AUTHORIZED REPRESENTATIVE

POWEROFATTORNEY

TOWHOMSOEVER ITMAYCONCERN

(Notarized)

WHEREAS,the ----------[nameoftheJV] hasdecidedtoparticipate in the bidding process for the

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

Maintenance of the Jan Suvidha Kendra, at __________, 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),,tolawfullyrepresentand actonourbehalfas our authorized representativetosignany

qualificationstatement,

proposal,conductnegotiations,signcontracts,incurliabilitiesandreceiveinstructions

forusandonourbehalfandexecuteallothernecessary acts, deeds, matters and

thingsinconnectionwiththe Project.

We herebyratifyandconfirmthatallactsdonebyoursaidattorney(s)------

(name(s))shallbebindingonusasifthesamehasbeendonebyuspersonally.

IN WITNESSWHEREOF,wehavehereuntosetourrespectivehandsthis---------dayof --------201___

inthepresenceofthefollowingwitnesses

_________________________________________

Name , Signature of Authorized Signatory

Witness1 Witness2

Signature ------------- Signature -----------

Name -------------- Name------------

Address -------------- Address---------

of 195


M. FORMAT OF LETTER OF AWARD

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

Division__________________________ in duplicate as per the RFP)

No. [___________________]


Public Works Division, Pandharpur,Solapur. Govt. Rest House, Pandharpur,

Solapur 413 304 Ph.No.02186-226975


Dated: [___________________, 20___]

To,

[Name of Authorized Signatory of the selected Bidder]

[Designation of Authorized Signatory of the selected Bidder]

[Name of selected Bidder]

[Registered Address of the selected Bidder]

Re: (1) The Request for Proposal(“RFP”) dated ___________________________ bearing

RFP No. ________________________ issued by the Executive Engineer, Public

Works Division, __________________, the Government of Maharashtra for the

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

Operation and Maintenance of the Jan Suvidha Kendra, at

BHANDUSHEGAON Tal-PANDHARPUR Dist-Solapur. , Maharashtra”

(“Project”);

(2) The Bid submitted by you on ____________________________ in response to the

RFP.

Sub: The Letter of Award.

Dear Sir,

We refer to the Bid submitted by you on _____________________ in response to the RFP.

Based on the Bid submitted by you, we hereby convey our decision to declare you, [Name of Entity]

as the ‘Selected Bidder’ as per the terms and conditions of the RFP.

of 195


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.

(b) You shall incorporate a company a project company (“SPC”) as a special purpose vehicle,

for carrying out the Project prior to the execution of the Concession Agreement

(“Agreement”)on or before _______________________________.

(c) You shall have submitted the Selected Bidder Guarantee towards SPC in the form and

format set out in the RFP on or before _______________________________, in

accordance with the requirements of the RFP.

(d) You shall submit or shall have procured that the SPC submits the Performance Security on

or before _______________________________, in accordance with the requirements of

the RFP prior to execution of the Concession Agreement.

(e) You shall have procured that the SPC duly sign and execute (i) the Concession Agreement;

(ii) the Land Licence Agreement, as per the requirement of the RFP on or before

_______________________________. For the said purpose, the authorised signatory of

the SPC shall be present on the execution date at the Office of the Executive Engineer,

Public Works Division______________________ 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 agreementsand do

all such acts as may be necessary or incidental thereto.

(f) 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 WorksDivision, Pandharpur. 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 WorksDivision,

Pandharpur 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.

of 195


________________

OFFICE OF THE EXECUTIVE ENGINEER,

Public Works Division, Pandharpur,Solapur. Govt. Rest House, Pandharpur,

Solapur 413 304 Ph.No.02186-226975


of 196

FINAL DRAFT CONCESSION AGREEMENT FOR CONSTRUCTION OF JANSUVIDHA KENDRA AT BHANDUSHEGAON,TAL-PANDHARPUR,DIST-SOLAPUR.

SECTION – II

of 196


DRAFT CONCESSION AGREEMENT

FOR THE


IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE

JAN SUVIDHA KENDRA, AT BHANDUSHEGAON,TAL-

PANDHARPUR,DIST-SOLAPUR,MAHARASHTRA

Executive Engineer Public Works Division, Pandharpur,

Govt. Rest House Premises, Pandharpur,

Solapur 413 304

Tel- 02186-226975, e – mail: [email protected]

of 196


TABLE OFCONTENTS

DEFINITIONS AND INTERPRETATION .................................................................................... 78

Definitions ...................................................................................................................................... 78

Relation between the Parties ......................................................................................................... 85

Measurements and Arithmetic Conventions .................................................................................. 87

Ambiguities within Agreement ....................................................................................................... 87

Priority of Documents .................................................................................................................... 87

SCOPEOF THE PROJECT ............................................................................................................ 89

CONCESSION ............................................................................................................................. 91

GrantofConcession .......................................................................................................................... 91

Actions in Support of the Concession ........................................................................................... 93

Concession Period ......................................................................................................................... 94

Implementation Period ................................................................................................................. 94

CONDITIONS PRECEDENT ....................................................................................................... 98

Obligations for satisfaction of Conditions Precedent forthe Concessionaire .................................... 98

General Obligations to satisfy Condition Precedents ..................................................................... 99

Non– satisfaction of Conditions Precedent .................................................................................. 100

COMMERCIAL CONSIDERATION ........................................................................................... 102

Commercial Charges .................................................................................................................... 102

Performance Security .................................................................................................................. 102

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

General Obligations of the Authority during the Implementation Period ..................................... 103

OBLIGATIONS OF THE CONCESSIONAIRE DURING THE IMPLEMENTATION PERIOD .... 104

Obligations of the Concessionaire during the Implementation Period ......................................... 104

Minimum Equity Requirements .................................................................................................... 107

GENERAL OBLIGATIONS IN RELATION TO THE PROJECT AGREEMENTS ......................... 108

FORMATION AND MEETINGS OF THE COMMITTEE ............................................................. 110

COMPLETION OF IMPLEMENTATION .................................................................................... 112

OPERATIONS AND MAINTENANCE PERIOD ......................................................................... 115

AGREEMENT COMPLETION CERTIFICATE............................................................................. 121

REPRESENTATIONS AND WARRANTIES ............................................................................... 122

VARIATIONS AND CHANGE OF SCOPE .................................................................................. 125

TERMINATION FOR EVENTS OF DEFAULT AND SUSPENSION ............................................ 127

CONSEQUENCES OF TERMINATION ...................................................................................... 131

of 196


Termination Payment for Termination by the Authority ................................................................... 131

Other rights and obligations upon Termination ............................................................................... 134

Limitation of Termination Payments by the Authority ...................................................................... 135

FORCE MAJEURE ...................................................................................................................... 136

Force Majeure Events .................................................................................................................... 136

Non – Political Force Majeure Events .............................................................................................. 136

Indirect Political Force Majeure Event ............................................................................................. 137

Political Force Majeure Event ......................................................................................................... 137

Exceptions applicable to the Concessionaire................................................................................... 137

Exceptions Applicable to the Authority ............................................................................................ 138

Effect of Force Majeure before the issue of Notice to Commence .................................................... 138

Effect of Force Majeure after Compliance Date ............................................................................... 138

Allocation of costs during the subsistence of Force Majeure ............................................................ 139

Termination Notice ........................................................................................................................ 139

Termination Payments for Force Majeure Events ............................................................................ 139

Dispute Resolution ........................................................................................................................ 139

Liability for other losses, damages etc. ........................................................................................... 139

Duty to Report .............................................................................................................................. 139

Excuse from performance of obligations ......................................................................................... 140

DISPUTE RESOLUTION ........................................................................................................... 141

PERIODICAL AUDIT AND INSPECTION ................................................................................. 143

FINANCING DOCUMENTS ....................................................................................................... 144

TAXATION AND CONFIDENTIALITY ...................................................................................... 145

PROJECT REVENUES AND COMMERCIAL CHARGES ............................................................ 147

TRANSFER OF THE PROJECT .................................................................................................. 148

MISCELLANEOUS PROVISIONS ............................................................................................. 150

Governing Law and Jurisdiction...................................................................................................... 150

Waiver… ....................................................................................................................................... 150

Exclusion of implied warranties ...................................................................................................... 150

Severability ................................................................................................................................... 150

Entire Agreement .......................................................................................................................... 151

Custody of Documents .................................................................................................................. 151

Copyright ...................................................................................................................................... 151

Use of the Authority's Documents .................................................................................................. 151

Compliance with Laws and Directives ............................................................................................. 151

of 196


Joint and Several Liability .............................................................................................................. 152

Notice………………………………………………………………………………………………………………………………..152

Language ………………………………………………………………………………………………………………………….153

No Assignment ............................................................................................................................ 153

No Termination ............................................................................................................................ 153

Counterparts ................................................................................................................................. 153

SCOPE OF WORK AND SPECIFICATIONS .............................................................................. 156

FORMAT OF PERFORMANCE SECURITY ................................................................................ 172

CALCULATION METHOD FOR PREMIUM ............................................................................... 175

THE SITE ................................................................................................................................... 178

FORMAT OF AUDIT REPORT ................................................................................................... 179

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

IMPLEMENTATION .................................................................................................................. 182

FORMAT FOR WORKING OF PREMIUM PAID ....................................................................... 184

CONSENT FOR SUB LETTING .................................................................................................. 185

FORMAT FOR AGREEMENT COMPLETION CERTIFICATE ..................................................... 186

FINANCIAL MODEL AND VARIOUS FORMATS FOR CALCULATION OF TERMINATION

PAYMENT .................................................................................................................................. 187

PROVISIONAL COMPLETION CERTIFICATE ......................................................................... 188

of 196


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, Pandharpur, Solapur (hereinafter referred to as the “Authority”)

whichexpressionshall,unlessthecontext otherwise requires,includeitsadministrators,

successorsandassigns)of theONEPART1;

AND

___________________________________ LIMITED,acompanywithin the meaning of

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

__________________________ andhavingitsregistered office at

_______________________________________________________ (hereinafter referred to as

1The draft Concession Agreement issued to the Bidders may be customized for bid – specific purposes in accordance with the instructions below: Note 1: The provisions are to be retained in the draft Concession Agreement forming part of Bidding Documents and shall be suitably modified by the Bidders after the issue of Letter of Award (LOA) in order to reflect the bid-specific particulars in the Concession Agreement. The provisions in curly brackets are to be retained in the Concession Agreement if applicable based on bid – specific conditions. Note 2: Blank spaces are to be retained in the draft Concession Agreement and shall be suitably filled by the Bidders after the issue of LOA in order to reflect bid – specific particulars in the Concession Agreement. However, blank spaces shall be retained in all Schedules which contain formats that are to be used after the Concession Agreement is executed. These instructions are to be removed prior to execution of the finalized Concession Agreement.

of 196


the “Concessionaire” which

expressionshall,unlessthecontextotherwiserequires,includeitssuccessorsandpermittedassigns)ofthe

OTHERPART.

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

and each, individually as a “Party”.

RECITALS:

WHEREAS:

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

the National Highway (NH) No 65, 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 AT BHANDUSHEGAON,TAL-PANDHARPUR,DIST-SOLAPUR,

MAHARASHTRA” and seeks to involve private participation on design, build, finance,

construct, implement, operate, maintain and transfer basis.

B. The Parties are entering into this Agreement on the mutual understanding that the

design, build, finance, construction, development, operation and maintenance of the

Project (hereinafter defined) and / or the performance of any of the obligations of the

Concessionaire under this Agreement shall be entirely self – funded by the

Concessionaire and the Concessionaire shall not enter into any financing arrangement

with any lenders, banks to financial institutions in connection with the Project

(hereinafter defined) and / or shall not create any interest, title, lien, charge and / or

Encumbrance (hereinafter defined) over any of the Assets (hereinafter defined) of the

Project (hereinafter defined), at any time during the subsistence of the Agreement.

C. The Authority had accordingly invited proposals by its Expression of Interest No. 03 year

2016-17 dated 18.04.2016 (the “Expression of Interest” or “EOI”) for short listing of

bidders for the Project (hereinafter defined) AT BHANDUSHEGAON,TAL-

PANDHARPUR,DIST-SOLAPUR 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).

D. TheAuthority,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 theProject (hereinafter defined).

E. The bidders acknowledged and confirmed that they had undertaken due diligence and

audit of all aspects of the Project (hereinafter defined) including without limitation the

technical 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.

of 196


F. After evaluation of the bids received, the Authority had accepted the bid of the

selected bidder (the “Selected Bidder”) and issued its Letter of Award No.

_________________ dated _______________________ (hereinafter called the

“LOA”) to the Selected Bidder requiring, inter alia, the execution of this Agreement

within 45 (forty – five) days of the date of issue thereof.

G. The Selected Bidder has since promoted and incorporated the special purpose vehicle,

____________________________________________________ LIMITED as a limited

liability company under the Companies Act 2013, and has requested the Authority to

accept the Concessionaire as the entity which shall undertake and perform the

obligations and exercise the rights of the Selected Bidder under the LOA, including the

obligation to enter into this Agreement pursuant to the LOA for executing the Project

(hereinafter defined).

H. After the issue of the LOA, the Selected Bidder has duly submitted the Deed of

Guarantee/s to the Authority in favour of the Concessionaire and has provided the

Performance Security of Rs.____________lakhs (Rupees ___________ only)to the

Authority in accordance with the requirements in this regard under the RFP.

I. By its letter dated ______________________________, the Concessionaire has also

made the same request as the Selected Bidder to the Authority to accept it as the

entity which shall undertake and perform the obligations and exercise the rights of the

Selected Bidder including the obligation to enter into this Agreement pursuant to the

LOA. The Concessionaire has further represented to the effect that it has been

promoted by the Selected Bidder for the purposes hereof.

J. The Authority has agreed to the said request of the Selected Bidder and the

Concessionaire, and has accordingly agreed to enter into this Agreement with the

Company for the design, build, finance, construction, development, implementation

operation and maintenance of the Project (hereinafter defined), subject to and on the

terms and conditions set forth hereinafter.

NOW THEREFORE, inviewof theoffer,mutualpromises andconsiderationset outunder this

Agreement, the sufficiency and adequacy of which is hereby acknowledged, thePartieshereby

agreetobeboundby theprovisionsofthis Agreement, and hereby agree as follows:

of 196


ARTICLE – 1

DEFINITIONS AND INTERPRETATION

1.1. Definitions

InthisAgreement,unlessrepugnant tothecontextor meaning thereof, the following words

and expressions shallhavethe meaningshereinafter respectively assignedtothem:

(a) “Agreement” means and includes this signed Agreement (including the schedules

thereto), the LOA, the RFP including without limitation the written clarification(s),

addendums, amendments, corrigenda, addenda, clarifications, proforma/s, declarations

and exhibits thereto, the bid submitted by the Selected Bidder dated ______________,

201__ including all annexures and other documents submitted along with that and all

documents, drawings, information, representations, warranties and undertakings made

by the Selected Bidder during the bid evaluation process as per the RFP.

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

this Agreement.

(c) “ApplicableLaws”meansalllawswhichareapplicabletotheProjectand/or

theConcessionaireextendingto theStateofMaharashtrahavingbeenenacted orbroughtinto

forceby Government of India and / or the Government of Maharashtra including

regulationsand rules madethere under,andjudgments,decrees,injunctions,

writsandordersofanycourtofrecord,applicable to this Agreement and the exercise,

performance and discharge of the respective rights and obligations of the Parties

hereunder, asmaybein forceandeffectduring thesubsistenceofthis Agreement.

(d) “Assets” means all physical and other assets relating to and forming part of the Project

and / or Site including without limitation the movable and immovable properties

(excluding the underlying land, the Site and structures existing as per inspection report

provided by the Authority) thereof, as the case may be, including:

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

(ii) the drawings, user manuals, plans, maps, survey reports and other documents, by

whatsoever name called, including the Project Report, pertaining to the Project,

the Site and any tangible assets therein;

(iii) tangible assets such as civil works and equipment including foundations,

embankments, electrical systems, communication systems and administrative

offices;

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

and / or the Site;

(v) financial assets, such as receivables, security deposits etc.;

(vi) insurance proceeds; and,

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

of 196


Concessionaire under this Agreement.

(e) “Associates” means in relation to either Party and/or Joint Venture (JV) Members, a

person who controls, is controlled by, or is under the common control with such Party

or Joint Venture (JV) Member. As used in this definition, the expression “control”

means with respect to a person, the ownership, directly or indirectly, of more than 50%

of the voting shares of such Person, the power to direct the management and policies

of such Person, whether by operation of law or by contract or otherwise and / or the

power to directly or indirectly, appoint the majority of the directors on the Board of

Directors whether by operation of law, by contract or otherwise, of such Person.

(f) “Book Value” shall mean the written down value in the audited books of the

Concessionaire of a specific asset or class of asset in accordance with generally

accepted accounting principles and applicable accounting standards.

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

Proposal Acceptance Date:

(i) Enactment of any new Applicable Law;

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

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

the Proposal Acceptance Date;

(iv) a change in the interpretation or application of any Applicable Law, by a judgment of

a court of record which has become final, conclusive and binding, as compared to

such interpretation or application by a court of record prior to the Proposal

Acceptance Date; or,

(v) the enactment, commencement and / or imposition of any new Taxes or duties

which were not in existence on the Proposal Acceptance Date. It is specially clarified

that a change in the rate of a Tax or duty shall not be considered a Change in Law, if

the tax or duty itself was in existence on the Proposal Acceptance Date.

(h) “Clearances” means:

(i) in relation to the Clearances which are required to be obtained by the

Government, all clearances, consents, licenses, approvals, permits, exemptions,

no objection certificates, registrations, filings or other authorisations of whatever

nature, which is necessary for commencement of the construction of the Project;

or

(ii) in relation to the Clearances which are required to be obtained by the

Concessionaire or otherwise applicable, all clearances, consents, licenses,

approvals, permits, exemptions, no objection certificates, registrations, filings or

other authorisations of whatever nature, which is necessary for effective

implementation of the Project and required to be obtained or maintained under

Applicable Laws in connection with the construction, operation and maintenance

of the Project, the Site and / or the Assets, as the case may be, during the

of 196


subsistence of this Agreement.

(i) “Commercial Charges” means the charges and / or fees that shall be levied by the

Concessionaire and / or its duly authorised agents and representatives, from various

Users of the Project, on and after the Compliance Date, in accordance with the

requirements of the Project Report and the terms and conditions of this Agreement and

after obtaining prior written consent from the Authority.

(j) “Competent Authority” means any agency, authority, department, ministry, public or

statutory Person of the Government of Maharashtra or Government of India, or any

local authority, or any department, division or other sub-division thereof with authority

over aspects of implementation of the Project having jurisdiction over all or any part of

the Project, the Site and / or the Assets or the performance of all or any of the services

or obligations of the Concessionaire under or pursuant to this Agreement and includes

any commission, board, authority, agency or municipal and other local authority or

statutory body including Panchayat under the control of the Government of India or the

Government of Maharashtra, as the case may be, and having jurisdiction over all or any

part of the Project, the Site and / or the Assets, as the case may be.

(k) “Compliance Date” means the date on which all the Condition Precedents are

satisfied or an earlier date that the Parties may by mutual consent determine, in

accordance with Article 4 of this Agreement. For the avoidance of doubt, every

Condition Precedent shall have been satisfied or waived prior to the Compliance Date

and in the event all Conditions Precedent are not satisfied or waived, as the case may

be, the Compliance Date shall be deemed to occur only when each and every Condition

Precedent is either satisfied or waived, as the case may be.

(l) “Concession Period” shall mean the Implementation Period and a period of fifteen

(15) years commencing on and from the date of Implementation Completion Certificate,

unless extended by the Authority, whose decision shall be final and binding in this

regard, and / or in accordance with the terms of this Agreement, in which event, the

Concession Period shall stand extended accordingly. For the avoidance of doubt, it is

hereby clarified that, in the event of any sooner determination of this Agreement, in

accordance with the terms of this Agreement, the Concession Period shall end on the

Transfer Date.

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

(n) “Cost” means all expenditure properly incurred (or to be incurred) by the

Concessionaire, on the Project, the Site and / or the Assets, including overheads and

similar charges, but does not include profit.

(o) “Day” means calendar day, “Month” means 30 (thirty) days and “Year” means 365

days. For the avoidance of any doubt, it is clarified that Year shall mean 366 days in the

case of a leap year.

(p) “Directive” means any present or future requirement, instruction, direction, order, rule

or regulation issued by any Competent Authority which is legally binding or which is

notified by the Authority or the Government of Maharashtra to the Concessionaire, and

any modification, extension or replacement thereof from time to time in force.

of 196


(q) “Encumbrances” means any encumbrances such as mortgage, charge, pledge, lien,

hypothecation, security, interest, assignment, privilege or priority of any kind having the

effect of security or other such obligations and shall include without limitation any

designation of loss payees or beneficiaries or any similar arrangement under any

insurance policy pertaining to the Project, the Site and / or the Assets, physical

encumbrances or encroachments on the Project, the Site and / or the Assets where

applicable herein.

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

Pandharpur,Solapurhaving its office at Govt Rest House, Pandharpur, Solapur – 413

304.

(s) “Equity” shall mean the sum expressed in Indian Rupees representing the paid – up

equity share capital of the Concessionaire for meeting the equity component of its

financial obligations under this Agreement, and for the purposes of this Agreement shall

include compulsorily convertible instruments or other similar forms of capital, which

shall compulsorily convert into equity share capital of the Concessionaire.

(t) “Financial Model” means the financial model as approved by the Authority and

adopted by the Concessionaire setting forth the capital and operating costs of the

Project and revenues there from on the basis of which the financial viability of the

Project has been determined by the Concessionaire, and includes a description of the

assumptions and parameters used for making calculations and projections therein.

(u) “Financial Year” means the year commencing from 1st April of any calendar year to

the 31st March of the next calendar year except in the first and the last calendar year of

the subsistence of this Agreement. In the first year of subsistence of this Agreement, it

means the period from the Compliance Date to the 31st March of the next calendar year.

In the last year of subsistence of this Agreement, it means the period from 1st April to

the Transfer Date.

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

occurrence specified in the Article 17.

(w) “Good Industry Practice” means those practices, methods, techniques, standards,

skill, diligence and prudence which are generally and reasonably expected and accepted

from a reasonably skilled, prudent and experienced operator engaged in in the same

type of undertaking as envisaged under this Agreement. It would include good

engineering practices in the design, construction, installation, and project management

which would be expected to result in the performance of its obligation by the

Concessionaire and in operation and maintenance of the Project, the Site and the

Assets in accordance with this Agreement, Applicable Laws and Clearances in a reliable,

safe, economical and efficient manner and in compliance with all requirements of

environmental law.

(x) “Implementation Completion Certificate” means the certificate issued under

Article 10.1.

of 196


(y) “Implementation Period” or “Time for Completion of Implementation” means

the period from the Compliance Date to the date of issue of Implementation Completion

Certificate, wherein the designing, building, financing, constructing and development of

the Jan Suvidha Kendra has been duly completed and the Project shall be made

operational, as per Schedule- I and all other applicable provisions of this Agreement.

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

Agreement.

(aa) “Jan Suvidha Kendra” shall have the meaning as ascribed to such term in the RFP

and to be designed, built, financed, constructed, implemented, developed, operated

and maintained in accordance with the terms of this Agreement.

(bb) {“Joint Venture (JV) Members” shall mean the members of the joint venture,

constituted for the purpose of bidding under the RFP, if applicable, comprising of the

following members:____________________________, __________________________

and_________________________________(if applicable)}.

(cc) “Land Licence Agreement” means the land licence agreement executed/to be

executed by the Authority in favour of the Concessionnaire in relation to the Site,

substantially in the form and format set out in Schedule – XII.

(dd) “Lead Member” shall mean the lead member among the Joint Venture (JV) Members,

and in the event there are no Joint Venture (JV) Members, the Selected Bidder;

(ee) “License Fees” shall mean the license fees, quoted by the Selected Bidder as set out in

the LOA, as payable by the Concessionaire, in consideration of the grant of leave and

license, right of way and constructive possession of the Site, for the purpose of

performance of its duties, obligations and responsibilities under the Agreement. For the

avoidance of any doubt, it is clarified that the Concessionaire shall be liable to pay an

incremental annual premium over and above the License Fees initially paid in

accordance with the requirements of Article 3 of this Agreement and the said

incremental annual premium shall form part of the License Fees.

(ff) “Material Adverse Effect” means consequences of events outside the control of the

Affected Party (as defined under Article 17.1 of this Agreement) which:

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

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

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

(iii) frustrates a material provisions of this Agreement or any of the Project

Agreements.

(gg) “Operation and Maintenance Period” is the period commencing from the

Operations Date and shall expire at the end of the Concession Period.

(hh) “Operations Date” or “Date of Issuance of Implementation Completion

Certificate” means the date on which the Authority issues an Implementation

of 196


Completion Certificate for the Project and the Concessionaire commences the

commercial operation for the Project.

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

(jj) “Performance Security” means a Bank Guarantee for an amount prescribed by the

Authority of and shall be in the format as set out in Schedule–II, from a scheduled bank

approved by the Authority.

(kk) “Person” means any natural person, firm, corporation, company, partnership, joint

venture, trust, government, state or agency of a state or any association or partnership

(whether or not having separate legal personality) of two or more of the above and

shall include successors and assigns.

(ll) “Project” means the design, build, finance, construction, development,

implementation, operation and maintenance of the Jan Suvidha Kendra at the Site in

accordance with the provisions of this Agreement, and includes without limitation:

(i) preparation and submission of the Project Report of the design, build,

construction, development, implementation and commissioning of the Jan

Suvidha Kendra and the Site; and,

(ii) completion of the development of the Jan Suvidha Kendra, as per the Project

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

(iii) operation and maintenance, as per the terms and conditions of the Agreement

and Schedules hereof, and,

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

the services on a continuous basis; and,

(v) transfer of the Jan Suvidha Kendra, the Project, the Site and Assets (i.e. both

movable and immovable assets, whether provided by the Authority or brought in

by the Concessionaire during the subsistence of this Agreement), in good and

operational condition, to the Authority at the end of the Concession Period or on

prior termination of the Agreement, in accordance with the Specifications, Good

Industry Practice and the terms and conditions of this Agreement; and,

(vi) all works, services, duties, obligations and responsibilities relating to or in respect

of the Scope of the Project and the scope of work as set out under Schedule – I

of this Agreement.

(mm) “Project Agreements” means, collectively, this Agreement, and any other agreements

entered into by the Concessionaire with any Third Party in accordance with the

requirements of this Agreement, in each case as amended, supplemented or otherwise

modified from time to time.

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

Concessionaire pursuant to the provisions and requirements of this Agreement.

of 196


(oo) “Project Report” means the project report including the drawings of each and every

site, as submitted by the Concessionaire as per Article 4.3 of this Agreement.

(pp) “Project Revenues” means all sources of revenues, as specified in Article 22 of the

Agreement, accruing to the Concessionaire from the operation of the Project, in

accordance with the terms and conditions of this Agreement.

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

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

(ss) “Schedules” mean the schedules to this Agreement.

(tt) “Site” means the real estate described in Schedule – IV and in respect of which rights

of leave and license, right of way and constructive possession shall be provided and

granted by the Authority to the Concessionaire, in consideration of the payment of the

License Fees by the Concessionaire, under the terms and conditions of this Agreement,

for the performance of the duties, responsibilities and obligations of the Concessionaire

under the terms and conditions of this Agreement. For the avoidance of doubt, it is

hereby acknowledged and agreed that references to the Site shall be construed as

references to the real estate required for the Project.

(uu) “Specifications” means the specifications and standards relating to the quality,

standards, specifications and other requirements for the Project, the Site and / or the

Assets, as set forth in Schedule – I, and any modifications thereof, or additions thereto,

submitted by the Concessionaire to and expressly approved by the Authority.

(vv) “Taxes” shall include all statutory dues, taxes, duties, levies, cesses, surcharges,

charges, interest, penalties and any statutory levies including import duties, Central

Sales Tax (CST), State Sales Tax, Value Added Tax (VAT), Goods and Services Tax

(GST), octroi, entry tax, cess and stamp duty to be imposed on and / or assessed on

the Concessionaire at the time of performance of obligations, duties, roles and

responsibilities as provided under the Agreement by all municipal, local bodies, state or

national government authorities or any other government authority in connection with

the obligations, duties, roles and responsibilities of the Concessionaire as provided

under the Agreement.

(ww) “Tender”/”Bid”/”Proposal” means the tender, bid and / or proposal as submitted by

the Selected Bidder to the Authority and as accepted by the Authority vide the LOA.

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

time or on the issuance of a Termination Notice.

(yy) “TerminationNotice” means the communication issued in accordance with this

Agreement by the Authority to the Concessionaire for terminating this Agreement

(zz) “Termination Payment” means the amount payable, under and in accordance with

this Agreement, by the Authority to the Concessionaire upon the termination of this

Agreement. For the avoidance of doubt, it is expressly agreed that the amount payable

shall be subject to the limitations as specified under this Agreement.

of 196


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

Agreement

(bbb) “Total Project Cost” means the Total Project Cost as approved by the Committee and

certified by the Engineer-in-charge in the certificate issued as per format given in

Schedule – VI of this Agreement.

(ccc) “Transfer Date” means the date of completion of the Concession Period by efflux of

time in accordance with the terms and conditions of this Agreement including but not

limited to the satisfaction of the requirements as set out in Article 23 of this Agreement

or termination of the Agreement by a Termination Notice.

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

(eee) “Variation” means a modification, improvement or change in the Scope of the

Agreement, services, and facilities etc. to be carried out by the Concessionaire, such

that the cost of implementing the modification, improvement or change can be

recovered through a 30 (thirty) day adjustment of the Concession Period.

1.2. Relation between the Parties

Nothing contained herein shall be construed as establishing a relation of principal and

agent as between the Authority and the Concessionaire. The Concessionaire, subject to

this Agreement, has the complete charge over its agents, representatives, contractors,

personnel, 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) Anyreferencetoastatutory provisionshallincludesuchprovisionasisfromtimeto time

modified orre – enactedorconsolidatedso farassuch formodification orre–

enactmentorconsolidationappliesoriscapableofapplyingtoany transactions

enteredintohereunder;

(ii) Reference to laws of Government of MaharashtralawsofIndiaorIndian

Lawsorregulationhavingforceoflaw shall include

thelaws,acts,ordinances,rules,regulations, guidelinesorbyelawswhich

havetheforceoflawin StateofMaharashtra;

(iii) Theheadingsare forconvenienceandreferenceonly andshallnotbeused inand shallnot

affect,theconstructionorinterpretationofthis Agreement;

(iv) Termsandwordsbeginningwithcapitalletters anddefinedinthisAgreement includingthe

Schedules;

(v) WordsimportingPersonorPartiesshallinclude firmsandcorporationsandany

organizationhavinglegalcapacitytosueandbesued in itsname;

of 196


(vi) Wordsimportingthesingularshallincludethepluralandvice-versawherethe

Concessionrequires;

(vii) The words “include” and “including” are to be construed without limitation and

shall be deemed to be followed by “without limitation”or “but not limited

to” whether or not they are followed by such phrases;

(viii) References to the terms “construction” or “building” include, unless the

context otherwise requires, investigation, design, developing, engineering,

procurement, delivery, transportation, installation, processing, fabrication,

testing, commissioning and other activities incidental to the construction, and

“construct” or“build”shall be construed accordingly;

(ix) References to the term “development” include, unless the context otherwise

requires, construction, renovation, refurbishing, augmentation, upgradation and

other activities incidental thereto, and “develop” shall be construed accordingly;

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

Indian Standard Time;

(xi) References to any gender shall include the other and the neutral gender;

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

(10,000,000);

(xiii) Anyreferencetodayshallmeanareferencetoacalendarday;

(xiv) Anyreferencetomonthshallmeanareferencetoacalendarmonth;

(xv) TheSchedulesofthis Agreementformanintegralpart ofthis Agreement andwillbe in full

forceandeffectasthoughtheywereexpresslysetoutinthebodyofthis Agreement;

(xvi) Anyreferenceatanytimetoanyagreement,deed,instrumentordocumentofany

descriptionshallbeconstruedasreferenceto thatagreement,deed,instrumentor

otherdocumentasamended,varied,supplemented,modified orsuspended atthe

timeofsuchreference;

(xvii) Referencestorecitals,Articles,sub– articlesorSchedulesinthisAgreementshall,

exceptwherethecontextotherwiserequires,bedeemedtobereferences to

recitals,Articles,sub-articlesandSchedulesof ortothis Agreement;

(xviii) Any Agreement, consent, approval, authorisation, notice, communication,

informationorreportrequiredunderorpursuanttothisAgreementfromorbyany Party

shallbevalidand effectiveonly ifitisin writingunderthehands ofduly authorised

representativeofsuch party,as the casemay be,in this behalfandnot otherwise;

(xix) Any reference toany periodcommencing“from”a specifiedday ordateand “till”or

“until”aspecifieddayordateshallincludebothsuchdaysanddates;providedthat if

thelastdayofanyperiodcomputedunderthisAgreementisnota businessday,

thentheperiodshallrununtiltheendofnextbusinessday;

of 196


(xx) Thedamagespayable by eitherParty to the otherofthemassetforth inthis

Agreement,whetheron perdiembasisorotherwise,are mutually agreed genuine pre-

estimatedlossand damagelikely to be sufferedand incurred by theParty

entitledtoreceivethesameandarenotby wayofpenalty;

(xxi) Time shall be of the essence in the performance of the Parties’ respective obligations.

If any time period specified herein is extended, such extended time shall also be of

the essence;

(xxii) The Parties hereby agree that the Parties have contributed equally to the

drafting and the preparation of this Agreement. The rule of construction, if any,

that an agreement should be interpreted against the parties responsible for the

drafting and preparation thereof, shall not be applicable;

1.3. Measurements and Arithmetic Conventions

Allmeasurementsandcalculationsshallbe inmetricsystemandcalculationsdonein2

decimalsplaces,with the third digitof5 orabove rounded up and below 5 belong

downexceptinfeecalculationwhichshallbe roundedofftonearestRupeeHundred (100).

1.4. Ambiguities within Agreement

Incase ofambiguities ordiscrepancieswithinthisAgreement,the followingshall apply:

(i) BetweentwoArticlesor moreof thisAgreement,theprovisionsof specific Article

relevantto the issueundertheconsiderationshallprevailoverthosein other Articles;

(ii) Between theArticles andtheSchedules,theArticlesshallprevail,save and except

asexpresslyprovidedintheArticlesortheSchedules;

(iii) BetweenthewrittendescriptionontheDrawingsandtheSpecificationsand

Standards,thelattershallprevail;

(iv) Between the written description on the Drawing and the specific written

dimension,thelattershallprevail; and,

(v) Betweenanyvaluewritteninnumeralsandthatinwords,thelater shallprevail.

1.5. Priority of Documents

This Agreement, and all other agreements and documents forming part of or referred to

in this Agreement are to be taken as mutually explanatory and, unless otherwise

expressly provided elsewhere in this Agreement, the priority of this Agreement and

other documents and agreements forming part hereof or referred to herein shall, in the

event of any conflict between them, be in the following order:

(a) this Agreement; and,

(b) all other agreements and documents forming part hereof or referred to herein;

of 196


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

above.

of 196


ARTICLE 2:

SCOPEOF THE PROJECT

ThescopeoftheProject(the“ScopeoftheProject”), 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,shallmeanandinclude during the ConcessionPeriod:

(i) Surveying, investigation, planning, preparing and submitting the Project Report including

the drawings as provided by the Authorityof the Project

asperthelaiddownprovisionsoftheAgreementand scheduleshereof. The Project Report shall

clearly mention the Specifications to be adopted, facilities to be provided to the Users of

the Project and the Jan Suvidha Kendra, planning for operation and maintenance as well

as the space planned for advertising as per Applicable Laws. The Project Report shall be

approved by the Authority prior to commencement of construction.

(ii) Construction and commissioning after approval to Project report, installation of the toilet

Units for men and women as per the Specifications, construction of internal roads,

approach roads, landscaping, children’s play parks, electrification, solar systems, sewage

treatment plant, effluent treatment plant and the Project Reportapprovedby the Authority

and in accordance with the provisionsof this Agreement (including the schedules).

(iii) Operationand maintenance of the toilet units and overall Project, on a regular basis,

inaccordance with the provisionsof this Agreement and the scheduleshereof.

(iv) Performanceand fulfilment ofallotherobligations inaccordance with the provisionsof this

Agreement and matters incidental thereto or necessary for theperformance ofanyorall of

theobligations of the Concessionaire under this Agreement and its Schedules thereof.

(v) Provision for providing clean drinking water and clean toilet use in consideration of the

Commercial Charges, if applicable. Provision for water ATM, sanitary napkin vending and

disposal machines in consideration of the Commercial Charges, if applicable.

(vi) Provision of all electrical works including external electrification, installation of CCTV

cameras for whole campus surveillance.

(vii) Sewage treatment, rain water harvesting for the entire Project.

(viii) Any other services as may be desired by the Authority and intimated to the

Concessionaire.

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

Agreement.

(x) Suggestion box in order to enable submission of suggestions by Usersand a Complaints

Register has to be maintained by the Concessionaire in the Project in accordance with

the requirements of this Agreement.

of 196


For the avoidance of any doubt, itisclarifiedherewith thatinaddition to the Scope of the

Project,the Concessionaireshallberequired tocarryoutanyincidental worksandservicesas

requiredandtocomply withall theprovisionsoftheAgreement,the schedulestotheAgreementand

aspertherequirementsofApplicable Laws and Clearanceswhilecompleting the design, build,

construction, implementation, development, operation and maintenance of the Project.

of 196


ARTICLE 3:

CONCESSION

3.1 GrantofConcession

Subjecttoandinaccordancewiththetermsand conditionssetforthinthisAgreement, 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 theComplianceDate,in order to

perform its duties, responsibilities and obligations in accordance with this Agreement,

the Scope of the Agreement, the Specifications and Good Industry Practice.The

Authority will execute the Land Licence Agreement in favour of the Concessionaire in

the form and format set out in Schedule – XII hereto. It is expressly agreed and

understood by the Parties that this is a bare license and nothing herein contained shall

ever be construed to create any interest, right of tenancy, sub – tenancy, leases or sub

– leases in favour of the grant of concession and the juridical possession of the Site

shall at all times remain vested with the Authority and the Concessionaire shall at no

time claim any right, title or interest, whether as tenant, sub – tenant or any other

similar status, in the Site or any part thereof. It should also be clarified that the

Concessionaire shall not assign, sublet, transfer and / or create any lien and / or

encumbrance under this Agreement, and / or the Concession granted under this

Agreement on the whole or any part of the Project, nor transfer, lease or part

possession thereof, save and except as expressly permitted by the Authority in writing,

in accordance with the terms and conditions of this Agreement.

3.2 Licence Fees to be paid for the Concession period:

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

with the terms and conditions of this Agreement.

3.2.2 The Concessionaire shall be liable to pay an annual incremental premium, over and

above the payment of the License Fees, in consideration of the grant of the concession

as per Article 3.2.1 above, to the Authority, within thirty (30) days from the

commencement of the Financial Year. Notwithstanding anything to the contrary, the

decision of the Authority in this regard, shall be final and binding on the

Concessionaire. The annual incremental premium, including any revisions and / or

amendments thereto, shall be calculated in accordance with the following:

3.2.3 The same is calculated at Rs. ______ 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

2Multiplier of 5 has been considered for arriving at market value of land. As per guidelines of method of calculation of land acquisition cost, detailed explanation is given in instructions of financial model.

of 196


amount of additional premium as per the Financial Model prepared at the time of

submission of the bid by the Selected Bidder.

3.2.4 In case there is negative growth in ready reckoner rate, there shall not be any

reduction in premium payable by the Concessionaire for the relevant Financial Year and

there shall not be any refund for that Financial Year. For the avoidance of any doubt, it

is clarified that the calculations shall be done only for years having positive growth in

ready reckoner value of the Site, and in the absence of any positive growth in the

ready reckoner value of the Site during the relevant Financial Year, the premium paid

during the immediately preceding Financial Year shall be payable by the Concessionaire

to the Authority.

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

per Schedule III of this Agreement.

3.2.6 Amount of License Fees payable by the Concessionaire shall be taken into consideration

and per year premium shall be calculated as per the Financial Model for further

calculations.

3.2.7 For avoidance of doubt, financial cash flow of the Concessionaire for calculation of

premium is being attached with this Agreement as Schedule – VII of this Agreement.

3.2.8 Subjecttoandinaccordancewiththetermsand conditionssetforthinthisAgreement,

theconcessionhereby granted shallentitletheConcessionaire, with the exclusive right to

undertake thefollowing, in accordance with the provisionsof thisAgreement, the Scope

of the Agreement, theApplicable Laws, Specifications, Good Industry Practice and the

Clearances:

(i) ToimplementtheProjectaspertheScopeofthe Agreementmorespecifically set

outinArticle2 hereto andtheschedulesofthisAgreement;

(ii) To design, build, construct,install, finance, implement, operate,maintain the

Project andregulate theusebyThirdParties oftheProject(whichshouldbeclearly

andunambiguously informed to the Concessionaire)duringthe ConcessionPeriod;

(iii) Toenjoyleave and license, right of way and constructive possessiontotheSitefora

period thatshall beco-terminuswiththeConcession Period;

(iv) Tohaveaccessand liberty todevelop,upgrade,finance,operateand maintainthe

proposedProjectwiththeassociated facilitiesandservicesattheSite during the

Concession Period in accordance with the provisions of this

Agreementandschedules thereof, Applicable Laws, Clearances and Good Industry

Practice.Anydevelopmentmadeby the Concessionaireon theProject, the Site and /

or the Assetsin respectoftheProjectshall bedeemedto betheproperty

oftheAuthority andtheConcessionairerelinquishes all hisrights insuchproperty

infavour ofAuthority;

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

specifiedactivitiesin relation tothe Project;

of 196


(vi) UseoftheProjecttodetermine,demand,levy,collect,enforce,retain

andappropriateCommercialChargesand to periodically revisethesamein

conformitywith themarket rates, with prior consent of the Authority in writing;

(vii) Manage,operate andexecuterightsoverallorany partoftheAssetswithoutany

limitationorrestrictionotherthanthoseexpressly setoutinthisAgreement;

(viii) To fulfilitsobligations underthis Agreement,undertake activitiesby itself,without

appointinganycontractors, sub– contractors etc.;

(ix) Make applications for obtaining of all the Clearances from the Competent

Authorities for performance of the duties, obligations and responsibilities of the

Concessionaire under this Agreement, as and when required;

(x) Exercisesuchother rightsas the Authority maydetermineasbeing

necessaryordesirable for thepurposes incidentalandnecessary for designing,

constructing, installing,financing,implementing,managing,operating,runningand

maintainingthe Project; and,

(xi) Bearandpayallexpenses,costsandchargesincurredinthefulfilmentofallthe

Concessionaire’sobligationsunder the terms and conditions of thisAgreement.

3.2.9 For the avoidance of any doubt, it is hereby clarified that notwithstanding anything to

the contrary as stated under this Agreement, nothingcontainedherein,includingtheactof

grantingpermission toupgrade the

ProjectattheSiteshallvestorcreateanyproprietaryinterestin the Projectorany

partthereofincludingany constructionorinstallationetc.installedin

thestructureoftheProjectinfavouroftheConcessionaireorany personclaiming

throughorunder theConcessionaire.TheConcessionaireshallnotinany manner

sell,transfer,assign,mortgage,charge,create lien orotherwise Encumberordeal

withtheProjectinany manner. TheConcessionaireacknowledges,acceptsand confirmsthat

thecovenantcontainedhereinisanessenceofthis 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) TheAuthority shall recognizeandundertakenot to, inany manner, violate or

cause breach ofthe terms of thisAgreement

(ii) The Authority undertake not to terminate or repudiate this Agreement prior to

the expiry of the Concession Period otherwise than in accordance with the

provisionsof thisAgreement;

(iii) The Authority shall provide assistance and recommendations to the

Concessionaire so as to enable the Concessionaire to obtain the requisite

Clearances from the Competent Authority(ies), including Government of

Maharashtra, in support of the Concessionaire’s applications for Clearances

of 196


that may be needed from time to time for the implementation of the Project.

Provided that the Concessionaire shall make the requisite applications and is

in compliance with the necessary conditions for the grant of such Clearances.

3.4 Concession Period

3.4.1 Duringthe Concession Periodthe Concessionaireis authorizedto design, build, construct,

implement and developtheProjectandtooperate andmaintaintheProjectinaccordance

withtheprovisionshereof.Providedthatintheeventofearlytermination,theConcession

Periodshall belimited totheperiodcommencingfromthe Compliance

DateandendingwiththeTransferDate.

3.4.2 Itisherebyagreed between the Parties that:

(i) In the eventofthe Concession Period beingextended by

Authoritybeyondtheperiodof fifteen (15) years from the Compliance Date,

inaccordance withtheprovisionsofthis Agreement, theConcessionPeriodshall stand

extended accordingly;and,

(ii) In the eventoftermination,the Concession Period shall mean and be limited to

theperiodcommencingfrom theComplianceDateandendingwiththe Transfer Date.

3.4.3 At the end of the Concession Period or sooner termination of this Agreementfor any

reason whatsoever, all rights given under this Agreementshallcease tohaveeffectand

theProject, the Site and the Assets,in goodand operationalcondition,shallstand

transferredto theAuthoritywithoutanyobligation ofAuthority topay

oradjustanyconsiderationorotherpaymenttothe Concessionaire. On expiry of the

Concession Period and / or sooner termination of the Agreement, in accordance with

the terms of this Agreement, all rights accorded to the Concessionaire under this

Agreement shall cease to be in effect and the Project, the Site and / or the Assets shall

be transferred to the Authority in accordance with Article 23 of this Agreement.

3.5 Implementation Period

The Implementation Period or the Time for Completion of Construction shallbe a period

ofsIX months, commencingfrom

theComplianceDate,whereintheConcessionaireshallberequired

tocomplywiththefollowingobligations:

(i) Complete the design, build, construction, implementation and developmentofthe

Project,asperthe ProjectReportasapproved by theAuthorityandalso,

inaccordancewiththe provisionslaiddownintheSchedule-Iofthis Agreement.

(ii) Procure full insurance cover for the Project, the Site and the Assets, in compliance

with the following requirements:The Concessionaire shall effect and maintain at its

own cost, during the Concession Period, such insurances for such maximum sums as

may be required under this Agreement and the Applicable Laws, and such

insurances as may be necessary or prudent in accordance with Good Industry

Practice. The Concessionaire shall also effect and maintain such insurances as may

be necessary for mitigating the risks that may devolve on the Authority as a

of 196


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

care and custody of the Concessionaire;

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

3. the workmen’s compensation insurance; and,

4. any other insurance that may be necessary to protect the Concessionaire and

its employees, including all Force Majeure Events, in accordance with Article

17 of this Agreement, that are insurable and not otherwise covered in items 1

to 3 above.

(iii) Itisherebyagreed between the PartiesthattheConcessionaireshouldnot

alter/change any civilstructure including utilities of the Project, the Site and the

Assets unless as agreed and approvedbytheAuthority in writing

duringtheConcession Period.

(iv) The Concessionaireguarantees that the Time for Completion of Implementation

for the Projectshallbeachievedinaccordancewith the

provisionsofthisAgreementand notlaterthan the Implementation Periodfrom the

ComplianceDate, for any reason whatsoever.In the event that the Concessionaire

of 196


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.Intheeventthatthe 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) Extensionoftime: TheConcessionaire mayapply

foranextensionoftheTimeforCompletion of Implementationifitisorshallbedelayed or

likely to be delayed beyond the expiry of the Implementation Period,

eitherbeforeorafterthe Time for

CompletionofImplementation,byanyofthefollowingcauses:-

1. Variation;

2. A Force Majeure Event;

3. Change of Scope;

4. A cause of delay giving an explicit and express entitlement to extension of

time under any Articles in this Agreement, unless the Concessionaire has not

complied with such Article;

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

6. Any delay caused by Competent Authorities in providing the Clearances

pertaining to the performance of duties, obligations and responsibilities of the

Concessionaire.

(vi) TheConcessionaireshallatall timesuseitsbestendeavoursto minimizeany delayin

theperformanceofits obligations

underthisAgreement,whatevermaybethecauseofsuchdelay. For the avoidance of

any doubt, it is hereby clarified that the decision to extend the Time for

Completion of Implementation is an option and not an obligation and that the

decision of the Authority regarding waiver of any delay caused by the

of 196


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) Ifthe Concessionaire intendstoapplyforanextensionof theTimeforCompletion

ofImplementation,the Concessionaireshall givenotice to

theAuthorityofsuchintentionassoonaspossibleandinanycasewithin 10

(ten)daysofthestartoftheeventgivingrisetoanysuchdelay (other than for Change of

Scope),togetherwith anyothernotice requiredbythisAgreementand relevanttosuch

cause.Any suchnoticeshallstate theextentandanticipated delay

anditsanticipatedeffect ontheTime forCompletionofImplementation,andshall specify

thestepstheConcessionaireproposestotaketominimisesuchdelay. The Concessionaire

shallkeepsuch true and accurate recordsasmaybenecessarytosubstantiate

anyapplication,atalocationacceptable totheAuthorityand shall provide such

otherinformationasmay reasonably be requested by Authority.The

Concessionaireshallprovideandpermit the Authority toinspectall suchrecords.

(viii) Within10(ten)daysofthefirstdayofsuchdelay(orsuchotherperiod asmaybeagreedby

the Authority),theConcessionaireshall submit

fullsupportingdetailsofitsapplication.Except that,iftheConcessionairecannot submitall

relevantdetailswithinsuchperiod because thecauseofdelay continued foraperiod

exceeding 7 (seven)days,theConcessionaireshall

submitinterimdetailsatintervalsofnotmorethan10(ten)days(from the

firstdayofsuchdelay)and fulland finalsupportingdetailsofitsapplication

within14(fourteen)daysofthelastdayofdelay.

(ix) Provided that the Concessionairehas complied with this Article, the Authority shall

proceed in accordance with Article 14to

determineeitherprospectivelyorretrospectivelysuchadjustmentasmaybedue,

takingintoaccount allrelevant circumstances.TheAuthorityshall

notifytheConcessionaireaccordingly. Whendeterminingeachextensionoftime,

Authorityshallreview itspreviousdeterminationsand mayrevise,

butshallnotdecrease,theextension,and provided thatthe extensionoftimeis not a

consequence of any negligence, default or breach of

AgreementbytheConcessionaireorthoseforwhomitisresponsible.However,theConcessi

onaireshallnotbeentitled toan extensionofthe Time for

CompletionofImplementation, totheextent thatthedelayinrespectofwhichthe

extensionoftimeis requestedis attributabletoany negligence,defaultorbreach

ofthisAgreementbytheConcessionaireorthose forwhomitis

responsible,asdeterminedby theAuthority orany expert,as

appointedbytheAuthorityforthispurpose.

of 196


ARTICLE 4:

CONDITIONS PRECEDENT

4.1 Subject to the express provisions to the contrary under this Agreement, or unless the

context otherwise requires,the rights and obligations under this Agreement shall take

effect only upon fulfilment of all the Conditions Precedent set out in Articles 4.2 and 4.3 of

this Agreement, on or before the expiry of a period of 60 (sixty) days from the

ProposalAcceptanceDate. However,theAuthority may atany timeatitssolediscretionandin

writing,waivefullyorpartiallyanyofthe ConditionsPrecedentof the Concessionaire.

4.2 Obligations for satisfaction of Conditions Precedent for the Authority

The Authorityshall have:

(i) HandedovertotheConcessionaire,the constructive possessionofthe Sitefree from

Encumbrances.This Conditions Precedentonthepartofthe Authorityshallbe fulfilled

only after allother ConditionsPrecedentofboththePartiesaremet/fulfilled and /

orwaived offas perthis Article.However,itisbeingclarified that

theAuthorityshallhandovertheSitein“as is where is”basisto the Concessionaire;

(ii) Carriedoutinspection (whereinone (1)representativeofAuthority,

andConcessionaireshallbemandatorily present) oftheSiteandprepareda

detailedreporton the Siteto betransferred,by theAuthority,tothe

ConcessionaireforthedevelopmentoftheProject.Itisbeingclarifiedherethat

theSiteshallbechecked,verified, confirmedandsignedby the representatives of the

Partiesandshall beconsideredasfinal. 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. Thecopiesof thesameshallbekeptby the

Authority, andConcessionaire;

(iii) Issued government orders or gazette notifications,if necessary,for implementing

theProject; and,

(iv) Shall obtain all Clearances as required for construction at the Site.

4.3 Obligations for satisfaction of Conditions Precedent for the Concessionaire

The Concessionaire shallhave:

(i) Submitted the Project Report including detailed drawings of theProject and the

Site to the satisfaction of the Authority,and within a period of30 (thirty)days from

the Proposal Acceptance Date. The Project Report submitted by the

Concessionaire should include a technical details of the various facilities

proposed to be used in the Project;

(ii) Incorporated thecomments/observations (ifany)on the Project Report of the

Project,asproposedby the Authority and submitted forapproval, withina

periodof15 (fifteen)days from thedate of receipt ofcomments /observations from

of 196


the Authority. However, it is clarifiedhere that the Concessionaire shallnotstart

the implementationuntil andunless the Authority approves the Project Report of

the Project again aftercarryingoutnecessary comments/observations (ifany),

whichshall not beundulydelayed;

(iii) Submit the Total Project Cost to the Authority for perusal;

(iv) Providedanundertaking thatallof the representationsand warranties of the

Concessionaire set forth in Article13 of this Agreement are true

andcorrectasondate of this Agreementandason the Compliance Dateand shall be

true and correct till the expiry of the Concession Period;

(v) Provided the Authority with certified true copies, by an authorised officer of the

Concessionaire, of its Memorandum of Association and Articles of Association of

the Concessionaire;

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

commencement of performance of the obligations, duties and responsibilities of

the Concessionaire;

(vii) Provided the Authority, certified truecopies, by the Director of the

Concessionaire, ofall resolutionsadoptedby the Board of Directors of the

Concessionaire authorising theexecution,delivery andperformance of this

Agreementby 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.

Providedthatuponrequestinwritingby theConcessionaire,the Authority,may,atits

solediscretionandinwriting,waivefully or partiallyanyorall theConditionsPrecedentset

forthin this Article.

4.4 General Obligations to satisfy Condition Precedents

(i) Each Party hereto shall use all reasonable endeavours at its cost and expense to

procure thesatisfaction in full of its respective Conditions Precedentsetout above

within60 (sixty) daysof Proposal Acceptance Date. The Parties undertake to

provide to each other all reasonable assistance, co – operate with each other

and to use all reasonable endeavours to ensure that the Conditions Precedent

are satisfied as soon as possible.

(ii) Uponsatisfaction in full ofall Conditions Precedent fora Party, the other Party

shall forthwith issue to such Party a Certificate of Compliance with Conditions

Precedent (the “Certificate of Compliance”) specifically setting out that the

Conditions Precedent as per the relevant Article of this Agreement has been duly

complied with.

(iii) The later of the date of issue of Certificate of Compliance to the Concessionaire

or the Authority shallbe the Compliance Date, whereupon theobligations of the

of 196


Partiesunder this Agreement shallcommenceand whereon the Authorityshall 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

isherebyclarified thatany investigations,surveysetc. of whatsoevernature, which

the Concessionaire elects to carry out prior to the Proposal Acceptance Date,

shallbeentirely at the riskandcost of the Concessionaire. The Concessionaire

shallnotbepermitted tocommence the work and perform any of its duties,

obligations and responsibilities under this Agreement atanypart of Site prior to

the issuance of notice to commence by the Authority.

(iv) Each Partyshallbear its respectivecostsandexpensesofsatisfyingsuch Conditions

Precedents unlessotherwiseexpresslyprovided for under this Agreement.

4.5 Non – satisfaction of Conditions Precedent

(i) Without prejudice to any other provision under this Agreement and subject to

compliance with the requirements under Article 22 of this Agreement, the Parties

expressly agree that in the event, the Compliance Date does not occur, for any

reason whatsoever, before 60 (sixty) days from the Proposal Acceptance Date or

the extended period provided under this Agreement, all rights, privileges, claims

and entitlements of the Concessionaire under or arising out of this Agreement

shall be deemed to have been waived by, and to have ceased with the

concurrence of the Concessionaire, and the Agreement shall be deemed to have

been terminated by mutual agreement of the Parties. Provided however, that in

the event of non – occurrence of the Compliance Date is for reasons attributable

to the Concessionaire, the Performance Security shall be encashed and

appropriated by the Authority as liquidated damages as genuine pre – estimate

of damages caused to the Authority. For the avoidance of any doubt, it is hereby

clarified by the Parties that the right of the Authority to encash and appropriate

the Performance Security, shall not be in prejudice to any other rights and / or

remedies available with the Authority under the terms and conditions of this

Agreement, under Applicable Laws and under equity.

(ii) In the eventthatthe Concessionaire hasfulfilled itsConditionsPrecedentand

Authority has not procured fulfilment of any or all of the

ConditionPrecedentssetforthinArticle4.2within the period specified in respect

thereof, theAuthority shallnotbeliabletopay any damagestotheConcessionaire.The

Parties hereby agree that, in the event that the Authority, has not complied with

the Conditions Precedent within the period of 60 (sixty) days from the Proposal

Acceptance Date, the Authority shall provide a notice to the Concessionaire in

writing, providing for extension of the said period for due satisfaction of the

Conditions Precedent, and such period of compliance shall stand extended

accordingly as if mutually agreed by the Parties in writing.

(iii) IntheeventtheAuthorityhasterminatedthisAgreementunder Article4.5(i)due tonon–

fulfilmentofConditionsPrecedentby the Concessionaire,theAuthority

shallnotbeliableinany manner whatsoevertothe

Concessionaireoritscontractors,agentsandemployees.In

additiontothis,theAuthority shall have the right to encash and appropriate the

Performance Security as liquidated damages as genuine pre – estimate of

of 196


damages caused to the Authority. For the avoidance of any doubt, it is hereby

clarified by the Parties that the right of the Authority to encash and appropriate

the Performance Security, shall not be in prejudice to any other rights and / or

remedies available with the Authority under the terms and conditions of this

Agreement, under Applicable Laws and under equity.

(iv) In the event that (a) the Concessionaire does not procure fulfilment of any or all

of the Conditions Precedent as set forth under this Agreement, within a period of

60 (sixty) days from the Proposal Acceptance Date, and (b) the delay has not

occurred as a result of breach of this Agreement by the Authority or due to Force

Majeure, the Concessionaire shall pay to the Authority, liquidated damages, as a

genuine pre – estimate of damages, in an amount calculated at the rate of 2%

(two per cent) of the Performance Security for each day’s delay until the

fulfilment of such Conditions Precedent.

(v) It is hereby agreed betweentheParties, that the Partiesmay

extendtheperiodforfulfillingtheConditions Precedent bymutual agreement in

writing.

of 196


ARTICLE 5:

COMMERCIAL CONSIDERATION

5.1 Commercial Charges

(i) The Concessionaire shall have to maintain true and accurate books of accounts,

in accordance with Indian GAAP and Good Industry Practice, of all the records of

its Commercial Charges, receipts, income, expenditure, payments, assets,

liabilities and revenue collection, directly and / or indirectly, from the Project

including without limitation collection of any charges, fees, surcharge, tariff

collection, advertisement display collection and such other charges and / or fees

as collected from the Users of the Project, by whatsoever name called, after the

issuance of the Implementation Completion Certificate for the Project and

thesame willbeshared with the Authority at the end of each quarter of the

Financial Year.

(ii) The Concessionaire shall provide to the Authority, 2 (two) copies of its balance

sheet, cash flow statement and the profit and loss account statement, along with

a report thereon by its duly appointed auditors, within 60 (Sixty) days of the

close of the Financial Year to which they pertain.

(iii) The Authority may, at its sole discretion, extend theConcession Period. In such

event, the Concession Period shall stand extended accordingly.

5.2 Performance Security

(i) The Concessionaire shall provide the Performance Security, amounting to Rs.

_______________________ (Rupees __________________________________

only) to the Authority, prior to the Proposal Acceptance Date, in the format as

specified in Schedule – II of this Agreement and shall ensure that the

Performance Security shall be duly maintained for the entire Concession Period.

(ii) The Performance Security shall be from a scheduled bank approved by the

Authority,payable on demand without any demur, reservation, caveat, protest

and / or recourse atSolapur, Maharashtra.

(iii) Uponoccurrence ofa Concessionaire Eventof Default, the Authority shall,

withoutprejudice to itsother rightsand remedieshereunderor 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. Uponsuch encashmentandappropriation from the Performance Security,

the Concessionaire shall, within 10 (ten)days replenish, incase

ofpartialappropriation, to its original level, the Performance Securityand incase

ofappropriation of the entire Performance Security, provide a fresh Performance

Security and the Concessionaire shall, within the timeso granted replenish or

furnish to the Authority a fresh Performance Security as aforesaid, failing which

the Authority shall beentitled to terminate this Agreement.

of 196


ARTICLE 6:

OBLIGATIONS OF THE AUTHORITY DURING THE IMPLEMENTATION

PERIOD

6.1 General Obligations of the Authority during the Implementation Period

Itshallbetheobligation of theAuthority toensurethatthefollowingare madeavailable to the

Concessionaire or duly executedbytheAuthority:

(i) All litigation involving the Site, prior to Compliance Date and wherein

theactionshavebeen filedagainst the Authority, thesame

shallbecontestedandconductedsolely by the Authority. The Concessionaire shall

be in no way held responsible or liable as a reason thereof for such litigation

involving the Project. The Authority shall indemnify the Concessionaire and shall

hold it free of any claim or consequent cost that may arise as a result of any

such litigation;

(ii) The Authority shall bear and be responsible for all costs, expenseorcharges

incurred in makingavailable the Site inaccordance with Article4,

includinganycompensation required tobepaid foracquisition ofsuchSite; and,

(iii) The Authority shallensure that from the date of the notice to commence and till

the expiry of the Concession Period, the Concessionaire hasaccess to theSite for

thepurpose ofcarryingout the Concessionaire'sobligationsunder this Agreement.

of 196


ARTICLE 7:

OBLIGATIONS OF THE CONCESSIONAIRE DURING THE

IMPLEMENTATION PERIOD

7.1 Obligations of the Concessionaire during the Implementation Period

TheConcessionaireshallobserve,undertake,complywithandperform,inaddition to and notin

derogation ofitsobligations elsewheresetoutin thisAgreement,thefollowing:

(i) Comply with and observe at all times the requirements ofall Clearances,

approvals and Applicable Laws in the performance of its obligations under this

Agreement;

(ii) Submit 5 (five) copies each of the Project Report of the Project containing the

detailed and accurate visual representation of the internal and external facilities

of the Project to the Authority; along with the Financial Model and the calculation

of annual incremental premium;

(iii) Carryout its duties, responsibilities and obligations strictly inaccordance with the

Project Report as approved by the Engineer –in – charge, the terms and

conditions of this Agreementand the schedules thereto, andall duties,

responsibilities and obligations not mentioned in this Agreement but which may

be inferred tobenecessary for safe, reliableandefficient implementation and

operation of the Project in accordance with Applicable Laws, Clearances and / or

Good Industry Practice;

(iv) Undertake to achieve Time for Completion of Implementationnot later than the

Implementation Period, provided that the Concessionaire shallnotbe inbreach

ofthe terms and conditions of this Agreement, unless any non – fulfilment or the

delay in fulfilment of its obligation are caused by (i) the occurrence of an event

of Force Majeure or (ii)an event of default of the Authority;

(v) Be responsible for all liabilities arising out of design, construction, development,

furnishing, implementation, operation and maintenance of the Project. The

Concessionaireshall plan, organise and execute its duties, obligations and

responsibilities under this Agreementso that there is least disruption to the traffic

movement on adjoining roads and minimal inconvenience to the neighbouring

residents and pedestrians. The Authorityand shall assist the Concessionaire in all

respects with reference to such duties, obligations and responsibilities, but the

provision of assistance or denial thereof shall not release the Concessionaire

from its obligations under this Agreement;

(vi) To be responsible for safety, soundness and durability of the Project, including

other services forming part thereof and their compliance with the Applicable

Laws and Clearances.

(vii) To ensure that no damage is caused to the existing roads, drainages, public

utilities etc. through any activities of the Concessionaire and / or any of its

agents, representatives, employees etc.;

of 196


(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) The Project shall not obstruct traffic, pedestrian movement, and should not

cause any difficulties to smooth functioning and operability of the roads in the

area;

(x) To ensure that the Project construction should not create unsecure public spaces

in or around it causing safety concerns to the adjoining areas, for any reason

whatsoever;

(xi) To provide all assistance to the expert/ Independent Auditor/ arbitrator as

appointed under this Agreement, as may be required for the performance of

their duties and services in accordance with the terms and conditions of this

Agreement and Applicable Laws;

(xii) To duly supervise, monitor and control the activities of its sub –

contractors/labourers, employees, agents and employees under their respective

Project Agreements as may be necessary and subject to the written consent of

the Authority;

(xiii) To effect and maintain, or cause to be effected and maintained, at its own

expense, insurance policies as may be required to be maintained by the

Concessionaire, under the terms and conditions of this Agreement, under

Applicable Laws and/ or such insurances that are necessary or desirable in

accordance with Good Industry Practice;

(xiv) To take all reasonable precautions for the prevention of accidents on or about

the Project and make provision for all reasonable assistance and emergency first

aid and medical aid to accident victims in the Project, at all times;

(xv) To ensure the due completion of all duties, obligations and responsibilities of the

Concessionaire as per the duly approved Project Report;

(xvi) Labour: The Concessionaire shall make its own arrangements for the

engagement of all its staff and labour, local or otherwise, The Concessionaire

shall be solely responsible for the liability, cost, and responsibility for all the laws

relating to labour employed by Concessionaire and for their conditions under this

Article. However, it is being clarified here that the Concessionaire shall be under

no obligation to recruit any or part of the staff and labour from amongst persons

in the service of the Authority;

(xvii) Shall be solely and primarily responsible to Authority for observance of all the

provisions of this Agreement on behalf of the Concessionaire, its employees and

representatives or any person acting under or for and on behalf of the

Concessionaire as fully as if they were the acts or defaults of the Concessionaire;

of 196


(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

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

of 196


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 theJoint Venture (JV) Members (“Minimum

Equity Requirements”), incaseof Joint Venture (JV),or Selected Bidder in the

Equity of the Concessionaire shall beas follows:

1. The Lead Member/Selected Bidder shall hold fifty – one (51%) percent Equity

in the Concessionaire till the expiry of two (2) years from the date of issuance

of the Implementation Completion Certificate; and,

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

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

Period.

(ii) Atnostageshallany change in theEquity of the Concessionaire be made by the

Joint Venture (JV) Membersorbyany of the Associates withoutobtaining prior

written approval from Authority. Onan application made for the purpose, the

Authority maypermit such change of Equity of the Concessionaire,provided that

the Authority issatisfied that theproposedchangesshallbe in the interest of the

implementation of the Project in futureand wouldnotbedetrimental toany of the

rights and / or benefitsof the Authority. For the avoidance of any doubt, it is

hereby clarified that nosuch change in the Equity of the Concessionaire

shallbepermittedby Authoritywhich would directly or indirectly result in non –

compliance with the Minimum Equity Requirements.

(iii) Incaseany suchchange incompositionofJoint Venture (JV) Members hasbeen

agreed upon, the modifiedJoint Venture (JV) Members wouldbe required

tosubmita revised Joint Venture Agreement to the Authority, prior to such

change.

of 196


ARTICLE 8:

GENERAL OBLIGATIONS IN RELATION TO THE PROJECT AGREEMENTS

8.1. The Concessionaire shall procure that each of the Project Agreements contains

provisions that entitle the Authority to step into such agreement, in its sole discretion,

in substitution of the Concessionaire in the event of termination or any Concessionaire

Event of Default (the “Covenant”). For the avoidance of doubt, it is expressly agreed

that in the event the Authority does not exercise such rights of substitution within a

period not exceeding 90 (ninety) days from the Transfer Date, the Project Agreements

shall be deemed to cease to be in force and effect on the Transfer Date without any

liability whatsoever on the Authority and the Covenant shall expressly provide for such

eventuality. The Concessionaire expressly agrees to include the Covenant in all its

Project Agreements and undertakes that it shall, in respect of each of the Project

Agreements, procure and deliver to the Authority an acknowledgment and undertaking,

in a form acceptable to the Authority, from the counter party(s) of each of the Project

Agreements, where under such counter party(s) shall acknowledge and accept the

Covenant and undertake to be bound by the same and not to seek any relief or remedy

whatsoever from the Authority in any event of termination or Concessionaire Event of

Default.

8.2. The Concessionaire shall submit to the Authority the drafts of all Project Agreements or

any amendments or replacements thereto for its review and comments, prior to the

execution of such Project Agreements and the Authority shall have the right but not the

obligation to undertake such review and provide its comments, if any, to the

Concessionaire within 30 (thirty) days of the receipt of such drafts. The Concessionaire

shall not enter into any Project Agreements without obtaining the prior written consent

of the Authority. No review and / or observation of the Authority and / or its failure to

review and / or convey its observations on any document shall relieve the

Concessionaire of its obligations and liabilities under this Agreement in any manner nor

shall the Authority be liable for the same in any manner whatsoever. The

Concessionaire shall procure and ensure that all Project Agreements shall be subject to

the terms and conditions of this Agreement and the term of such Project Agreements

shall be co – terminus with this Agreement. The Concessionaire shall procure and

ensure that with regards to such Project Agreements in the event of any breach of the

terms of this Agreement, Applicable Laws, Clearance and / or Good Industry Practice,

the Concessionaire shall have the right to terminate such Project Agreement, in

accordance with the instructions of the Authority, which shall be final and binding on

the Concessionaire.

8.3. The Concessionaire shall obtain prior written consent of the Authority, for entering into

any Project Agreements with Third Parties and / or entering into any arrangement for

sub – lease, sub – license, assignment or in any manner create an Encumbrance on the

Project, the Site and / or the Assets in the prescribed form as mentioned in Schedule

VIII of the Agreement. The Concessionaire shall provide such information as may be

requested by the Authority in this regard including without limitation information

relating to the Third Party, the portion of the Project that is the subject matter of such

Project Agreement and / or the proposed use of the portion of the Project that is the

subject matter of such Project Agreement, within a period of 7 (seven) days from the

date of such request by the Authority. The consent to be provided by the Authority

of 196


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.

of 196


ARTICLE 9:

FORMATION AND MEETINGS OF THE COMMITTEE

9.1. Formation and Meetings of the Committee

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

the Project. The committee shall be constituted as follows:

A Chief Engineer, PW Region, Pune Chairman

B Superintending Engineer PW Circle Solapur Member

C Dy. Chief Architect Solapur Member

D Executive Engineer PW Division Pandharpur Member

E Dy. Engineer PW sub – divisionPandharpur Member, Secretary

F Other technical expert or financial expert as required. Member

G Duly authorized representative of the Concessionaire Member

(ii) The Committee shall at all times comprise of seven (7) members, out of which,

the Concessionaire shall be entitled to appoint one (1) member and, the

Authority shall be entitled to appoint six (6) members, as set out in this Article of

this Agreement. Each Party shall be entitled to remove and / or replace its

representative member on the Committee which has been appointed by such

Party including the representative members as set out above in the table. The

Chief Engineer, Public Works RegionPune shall act as the chairman of the

Committee.

(iii) The Committee shall have the functions as set out under this Article of the

Agreement including of deliberation, analysis, consideration and making

recommendations in relation to the said matters. In this regard, the Committee

shall primarily rely on information and documents provided by the

Concessionaire. The recommendations of the Committee shall be final and

binding on the Concessionaire.

(iv) Each of the Parties shall provide all necessary support and co – operation, as

may be required by the Committee, to carry out its functions. Each Party shall

take all practicable steps and shall do all such other acts, deeds and things as

may be necessary or desirable including, without limitation, obtaining internal

and external approvals and authorisations, to ensure that the recommendations

of the Committee are complied with and implemented in a timely manner. The

Concessionaire shall ensure and direct its representative directors on the Board

of the Concessionaire to act in the manner to ensure implementation of the

recommendations of the Committee. The meetings of the Committee shall be

convened and held as may be required.

of 196


(v) A meeting of the Committee can be convened by any member by giving a

written notice of fourteen (14) days to each of the members of the Committee.

Each notice of meeting shall specify the time, date and venue of the meeting and

be accompanied by an agenda setting out, in reasonable detail, the items of

business proposed to be transacted thereat together with necessary background

and other information and any relevant papers. A notice of meeting may be sent

by hard copy courier, fax or email PDF.

(vi) Participation in the proceedings of the Committee may be by either of the

following methods: (i) physical presence; (ii) telephonic participation; (iii) video

or web conferencing. No meeting of the Committee shall be held unless at least

two (2) representative members of the Authority and at least one (1)

representative member of the Concessionaire are present.

(vii) The decisions of the Committee including for instructions, comments and / or

recommendations to the Concessionaire, shall be taken by simple majority of its

members present and voting, provided that no decision shall be taken without

approval of two (2) representative members of the Authority.

(viii) The proceedings and minutes of a validly held meeting of the Committee shall be

recorded in writing and circulated to each Party with initials of the Chairman.

(ix) This Committee shall deliberate and take decisions on the following matters:

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

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

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

3. Any other matter and / or item which may be decided to be delegated to

the Committee, from time to time, by the Authority.

of 196


ARTICLE 10:

COMPLETION OF IMPLEMENTATION

10.1. Issuance of the ImplementationCompletion Certificate

(i) The duties, obligations and responsibilities of the Concessionaire during the

Implementation Period under this Agreement shall not be considered tobe

completeduntil the Implementation Completion Certificate, stating that the

Concessionaire hascompleted its duties, obligations and responsibilities during

the Implementation Period as laiddownunder this Agreement,hasbeensigned and

delivered by the Authority.

(ii) The Concessionaire shall submit all reports, documents, memoranda and

information, as may be requested by the Authority, so as to sufficiently enable

the Authority to provide the Implementation Completion Certificate. The

Implementation Completion Certificate may be given by the Authority within20

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

the Authority:

1. TheConcessionairehasprovidedtheProjectReport and the Project Report has

been approved by the Authority;

2. The Concessionairehasprovidedadetailed inventory oftheAssetsbrought inbythe

Concessionaire during theImplementationPeriod;

3. TheConcessionairehas completedandtested the safety, durability and

operability of alltheworks as required to be completed by the Concessionaire,

as per Applicable Laws with due Clearances from Competent

Authorities,asspecifiedby the Authority , externalexpert

appointedbytheAuthority; and,

4. TheConcessionaire 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) Inpursuance to the issueof the Implementation Completion Certificate, the

Concessionaire shall comply with all its duties, responsibilities and obligations,

under the provisions ofthe Agreement, under the Clearances, under Applicable

Law and as per Good Industry Practice, as required tobe metbeforeandafter the

issuance of the Implementation Completion Certificate. Notwithstanding anything

to the contrary, as stated under this Agreement, the decision of the Authority

whether or not to issue the Implementation Completion Certificate shall be final

and binding on the Concessionaire.

(iv) The Implementation Completion Certificate shall be given in format specified in

Schedule –VI of this Agreement.

of 196


10.2. Implementation Completion Certificatenot a Cessation of Liability

The issuanceoftheImplementation Completion CertificateunderthisArticleshallnot

inanyway:

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

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

(ii) Constituteas a waiver of unfulfilled duties, obligations and responsibilities of the

Concessionaire, without the prior written consent of the Authority;

(iii) Bar remedy and rectification of defects and deficiencies in quality and / or

performance; and,

(iv) Constitute an acceptance of the performance of the obligations, duties and

responsibilities of the Concessionaire, by the Authority.

10.3. Provisional Implementation Completion Certificate

(i) The Authority may at its sole discretion, issue a provisional Implementation

Completion Certificate (“Provisional Implementation Completion

Certificate”) to the Concessionaire, in the form and format as set out in

Schedule – XI of this Agreement, and submit an inspection report (the “Punch

List”) for the Project, the Site and / or the Assets specifying the defects and

deficiencies that shall be rectified by the Concessionaire and the time period

within which such items shall be rectified, in conformity with the terms and

conditions of the Agreement, the Specifications, Applicable Laws, Clearances and

Good Industry Practice. Notwithstanding anything to the contrary, as stated

under this Agreement, the Concessionaire shall, no later than 45 (forty - five)

days from the date of issuance of the Provisional Implementation Completion

Certificate, rectify each item in the Punch List and notify the Authority of the

same. The Authority may, in its discretion, inspect the Project, the Assets and /

or the Site and in the event that any defect or deficiency specified in the Punch

List shall have remained without rectification thereof, the Concessionaire shall

pay to the Authority as liquidated damages, 2% (two per cent) of the

Performance Security for each day of delay until all items of the Punch List are

rectified.

(ii) The Authority shall also have the right at any time, after the issuance of a

Provisional Implementation Completion Certificate, to revoke such Provisional

Implementation Completion Certificate unilaterally, if the Concessionaire fails to

rectify all defects and / or deficiencies in the Project, the Site and / or the Assets

to its satisfaction and / or fails to remedy all items listed in the Punch List within

such period as provided under this Article of this Agreement. The Provisional

Implementation Completion Certificate shall be deemed to have lapsed on and

from the date of such revocation by notice, in writing, by the Authority and the

Concessionaire shall immediately, cease and desist from carrying on any

activities in relation to the Project, which can be carried out, only during the

Operations and Maintenance Period. In the event, that the Concessionaire does

of 196


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

IftheConcessionaireis obligedtocarryoutadjustments,repairs,replacementsor

modificationsafter the issuance of the Implementation Completion Certificatein order to

fulfil its duties, obligations and responsibilities under this Agreement, at his own cost

and expense, the AuthorityshallpermittheConcessionairetocarryoutallsuch

adjustments,repairs,replacements, rectifications and / ormodificationsas may

benecessary.Ifthe adjustment,repair,replacement or

modificationcannotbemadewithoutstoppingthe normal operation of the Project during the

Operations and Maintenance Period,thensuchrequest shallonly begrantedif

theConcessionaire'srequest is reasonableunderall

thecircumstances,havingregardtotheAuthority’sobligationstokeeptheoperationoftheProjecto

penduringallhoursof theday. The decision of the Authority shall be final and binding on

the Concessionaire.

of 196


ARTICLE 11:

OPERATIONS AND MAINTENANCE PERIOD

11.1. CommencementandDuration of the Operations and Maintenance Period

TheOperationsandMaintenancePeriodofthe Projectshallcommence fromthe

dateofissuanceofImplementationCompletionCertificateand terminateat the end of the

Concession Period.

11.2. Obligationsof theConcessionaire during the

OperationsandMaintenancePeriod

(i) The Concessionaire shall during the Operations and Maintenance Period, be

responsible for the operation oftheJan Suvidha Kendra and the Project including

without limitation theregular maintenance, operation andcleaningoftheProject,

the Site and / or the Assetsandits surroundingareas, functioningof all

useramenities,provisionsofdedicatedpersonnel, maintenance,

supervisionandavailability ofbasicinfrastructure requirements suchaselectricity,

properdrainage,sewage,wasteremoval,in accordance with the requirements of this

Agreement, Applicable Laws, Clearances and Good Industry Practice.

(ii) The Concessionaire shall prepare a repair and maintenance manual (the

“Maintenance Manual”) for the predictive, preventive and curative maintenance

of Project and / or the Assets in conformity with Good Industry Practice. The

Concessionaire shall provide five (5) copies of a provisional maintenance manual

(the “Provisional Maintenance Manual”) to the Authority no later than the sixty

(60) days prior to the Time for Completion of Implementation. The Authority may

review the Provisional Maintenance Manual and convey its comments to the

Concessionaire within a period of 30 (thirty) days from the date of receipt thereof.

The comments and / or the instructions shall be binding on the Concessionaire and

shall be compulsorily complied with. The Concessionaire shall revise the Provisional

Maintenance Manual, as may be necessary, and provide five (5) copies of the

Maintenance Manual no later than the fifteen (15) days from the Implementation

Completion Certificate. The Maintenance Manual shall be revised and updated once

every 3 (three) years and the provisions of this Article shall apply, mutatis mutandis,

to such revision. For the avoidance of doubt, the Parties expressly agree that until

the Maintenance Manual is provided hereunder, the Provisional Maintenance Manual

shall apply. Copies of maintenance manual shall be supplied in hard and soft form.

(iii) In the event the Concessionaire does not maintain and / or repair the Project and /

or the Site in conformity with the provisions of this Agreement and the Maintenance

Manual, and fails to commence remedial works within 15 (fifteen) days of receipt of

a notice in this regard from the Authority, the Authority shall, without prejudice to its

rights under this Agreement including termination thereof, be entitled to undertake

such remedial measures at the risk and cost of the Concessionaire, and to recover its

cost from the Concessionaire. In addition to recovery of the aforesaid cost, a sum

equal to 20% (twenty per cent) of such cost as liquidated damages shall be paid by

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

caused to the Authority.

of 196


(iv) If in the reasonable opinion of the Authority, the Concessionaire is in breach of its

obligations under this Agreement relating to its maintenance obligations, and such

breach is causing or is likely to cause hardship to the Authority, the Authority may,

without prejudice to any of its rights under this Agreement including termination

thereof, by notice, require the Concessionaire to take reasonable measures

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

case may be.

(v) During the Operations and Maintenance Period, the Concessionaire shall, no later

than 5 (seven) days after the end of each month, furnish to the Authority a monthly

report stating in reasonabledetails the frequency of the maintenance services

performed by the Concessionaire and the defects and deficiencies that required

rectification. The report shall also include the maintenance obligations as set out in

this Article and the Maintenance Manual. The Concessionaire shall promptly give

such other relevant information as may be required by the Authority.

(vi) The Authority shall be entitled to inspect the Project and / or the Site, as the case

may be, for evaluating the compliance with the maintenance obligations as set out in

this Article. It shall make a report of such inspection (the “Maintenance

Inspection Report”) stating in reasonable detail the defects or deficiencies, if any,

with particular reference to such maintenance obligations and notify the

Concessionaire of the same for taking adequate remedial measures in compliance

with the comments and / or instructions of the Authority. The Concessionaire shall

repair or rectify the defects or deficiencies, if any, set forth in the Maintenance

Inspection Report and furnish a report in respect thereof to the Authority within 5

(five) days of receiving the Maintenance Inspection Report.

(vii) The duties, responsibilities and obligations of the Concessionaire more

specifically includes without limitation, thefollowing:

1. The Concessionaireshall be responsible, at his own cost and expense, for

all the maintenanceand repairs of the Jan Suvidha Kendra, the Project, the

Site and theAssets. The Concessionaire shallalso carryout rectification of

anydefects and / or deficiencies in the Jan Suvidha Kendra, the Project,

the Site and / or the Assets during the Operationsand Maintenance Period.

2. Water supply: The Concessionaireshall ensure availability at all times of

adequate water for drinking purposes, general cleanliness of the Jan

Suvidha Kendra, the Project, the Site and theAssets for its Users. The

supply shall be arranged by Concessionaire. Laying of water line/

connection/ payment of usage charges shall be the responsibility of the

Concessionaire. The Concessionaire shall install a water purifier including

RO unit at the drinking point location. The facilities for dispensation of

clean drinking water shall be regularly maintained and cleaned during the

Operations and Maintenance Period, at the sole cost and expense of the

Authority.

3. Electricity supply: The Concessionaire shall ensure adequate electricity

supply for proper lighting facilities inside the Jan Suvidha Kendra and the

of 196


Project, in accordance with Good Industry Practice.The supply shall be

arranged and paid for by the Concessionaire. Laying of electric cables/

connection/ payment of usage charges shall be the responsibility of the

Concessionaire.

4. Sewage connections: The Concessionaireshall arrange the sewage

connection for Jan Suvidha Kendra and the Project and lay the line at his

own cost for sewage connection.

5. Landscaping: The Concessionaire shall put plants in and around each

Jan Suvidha Kendra and the Project where space is available as per the

approval of the Authority and maintain the same in good condition at all

times.

6. Cleaning of Jan Suvidha Kendra and Information Panels: The

Concessionaire shall ensure maintenance and cleaning of the Jan Suvidha

Kendra, the Project, the Site and the Assets and the information panels

and / or displays on the Site, as per the cleaning schedule provided in the

Schedule A. Dedicated cleaning staff shall be provided by the

Concessionaire for the Project. The Concessionaire will ensure that quick

and timely cleaning is carried out by the attendants of the toilet after each

use. The Concessionaire shall ensure that the toilet is properly cleaned

regularly and maintained at all times, in hygienic conditions. The

consumables and other articles required for cleaning and operation of

toilets shall be procured at the sole cost and expense of the

Concessionaire.

7. Waste Disposal: The Concessionaire shall install litterbins, dustbins and

other waste disposal mechanisms as specified near the Jan Suvidha

Kendra and the Project and disposal of the collected waste, on a timely

basis, shall be the responsibility of the Concessionaire. The solid waste

(including menstrual waste) collected in the toilets or within areas around

the Jan Suvidha Kendra and the Project shall be regularly removed and

disposed in proper manner as per requirements of the Agreement and

Good Industry Practice.

8. The Concessionaire shall install bio degradation units for disposal of waste

from the Jan Suvidha Kendra and the Project.

9. Safety and Security: The duty, obligation and responsibility to maintain

the safety and security of the Jan Suvidha Kendra and the Project rests

with the Concessionaire. The Concessionaireshall ensure maintenance of

lighting arrangements to ensure proper illumination of the Jan Suvidha

Kendra including without limitation all the toilet areas as well as various

signboards and display boards. The Concessionaire shall deploy adequate

and well – trained staff and personnel so that minimum one (1) personnel

is available during operational hours for each toilet who shall be

responsible for securityand safety of toilet, maintenance of basic sanitary

condition insideand around the toilet, regular removal of waste,

maintenance of suggestion booklet, reporting of problems, if any, clearing

of 196


of choking (if any) etc. It is suggested thata 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 Concessionaireregarding his duties as well as for dealing

with the Users.

10. Maintenance: It will include routine and periodic maintenance works in

the Jan Suvidha Kendra and the Project but shall not be limited to the

following: civil, electrical and mechanical works for the Jan Suvidha

Kendra and the Project, equipment maintenance and servicing. Any

unserviceable fittings or fixtures shall be replaced by the Concessionaire

within 24 hours.

11. Complaints Register: The Concessionaire shall keep a register (the

“Complaint Register”) in the Project for recording of complaints by

Users. The Complaint Register shall be securely bound and each page

thereof shall be duly numbered. It shall have appropriate columns

including the complaint number, date, substance of the complaint and the

action taken by the Concessionaire. The Concessionaire shall inspect the

Complaint Register before undertaking any maintenance, as the case may

be, and take prompt and reasonable action for redressal of each

complaint. The action taken shall be briefly recorded by the

Concessionaire in the Complaint Register. No later than 2 (two) days from

the end of each week, the Concessionaire shall send to the Authority a

true photocopy each or a soft copy thereof, as the case may be, of all the

pages of the Complaint Register on which any entry has been recorded

during the course of the preceding week, and upon perusal thereof, the

Authority may, in its discretion, advise the Company to take such further

action as the Authority may deem appropriate. The Concessionaire shall

consider such advice and inform the Authority of the remedial action taken

by the Concessionaire. If in the opinion of the Authority, the

Concessionaire has failed to rectify the defects and / or deficiencies and /

or address the grievances of the Users as set out in the Complaints

Register in a satisfactory manner, at any time, the Authority may deliver a

notice in writing to the Concessionaire requiring it to immediately rectify

such defect and / or address such grievances in accordance with the

instructions of the Authority. If the Concessionaire fails to rectify the

defects and / or deficiencies and / or address the grievances of the Users,

then the Authority shall be entitled, in its sole discretion, to take over the

operations of the Project, the Site and the Assets and all the rights and

obligations of the Concessionaire with respect to the Project, the Site and

the Assets to the extent permitted under the Project Agreements, in

substitution of the Concessionaire and that the Concessionaire shall

facilitate the same to the extent permissible under the Project Agreements

and Applicable Law. The Concessionaire undertakes to be bound by the

same and not to seek any relief and / or remedy whatsoever from the

Authority upon the exercise of the aforesaid right by the Authority.

of 196


12. Recycling facility: The Concessionaire shall ensure the proper working

and maintenance of water/ solid waste recycling facility so that it is

operational at all times.

13. Display of Information: The Project shall clearly and legibly display all

information relating to the facilities at the Project and the Commercial

Charges that may be charged from Users, at a part of the Project, which

can be accessed by all Users without inconvenience in accordance with

Applicable Laws. The Concessionaire hereby agrees that all applicable

Commercial Charges that are to be levied, shall be duly displayed at all

times at the Project and the Concessionaire shall not charge and / or levy

any Commercial Charges, that are not duly displayed in accordance with

the requirements of this Agreement. The display shall be properly and

regularly maintained to ensure clear visibility and proper aesthetics. The

Concessionaire shall also have the duty, obligation and responsibility to

display such information as may be prescribed by the Authority from time

to time. In case of any damage to the display and / or misrepresentation

of the information as displayed therein, the Concessionaire shall

immediately repair, replace and / or rectify it.

14. Servicing of equipment and installations: The Concessionaire shall

have the duty, obligation and responsibility to maintain the installations,

equipment and Assets including without limitation thefire – 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.

15. Operational hours: All toilets shall be kept open and operational for all

24 hours of each day except in the event of occurrence of Force Majeure

in accordance with the terms of this Agreement.

16. Concessionaire to keep the Project clean: The Concessionaire shall

take all necessary care to keep the premises of the Jan Suvidha Kendra

and the Project, in a neat and clean and in sanitary conditions including

without limitation timely and proper cleaning of all splashes and droppings

from white washing, colour washing, painting etc., on walls, floor,

windows, etc. and the surface, consistent with the environment and

cleanliness of a world – class facility and in accordance with Good Industry

Practice.

17. Special maintenance of the Project: The Concessionaire shall

maintain the Project and the Site, once every three years which includes

external and internal painting, repairs to damaged doors, windows, repairs

to fabrications, leakages and other incidental things as reported by the

Authority.

18. Labour: The Concessionaire shall employ employees, personnel, staff,

and labour only after proper police verification is obtained from concerned

of 196


police authority. The Concessionaire shall comply with all Applicable Law,

Clearances and Good Industry Practice in this regard.

19. CCTV: The Concessionaire shall compulsorily install enough CCTV cameras

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

20. First aid: There must be at least 1 first aid kit at the project which shall

be compulsorily kept in good conditions with all necessary medicines.

21. No – Objection Certificate from Fire Department: The

Concessionaire must comply with guidelines and norms related to fire

safety and shall obtain take a no objection certificate along with

permission from fire department.

of 196


ARTICLE 12:

AGREEMENT COMPLETION CERTIFICATE

12.1 On the Transfer Date, the Authorityshall issuetheAgreementCompletion Certificate,

which shall conclude the Concessionaire's liability under this Agreement. This certificate

shall be issued after the ConcessionairesubmitstoAuthority,a request forissueofsuch

certificate. Therequest of the Concessionaire to the Authority shall

includeadetailedsurveyof theProject, the Site andtheAssets. TheConcessionaire

shallpreparea detailedinventory ofthe Assets (includingallmovableandimmovableassets,

whetherprovided by theAuthority orbroughtinby the Concessionaire)presentwithintheJan

Suvidha Kendra. The detailedinventoryshallbe submittedto theAuthorityalongwith the

request for grant of the Agreement Completion Date.

12.2 The Performance Security furnished by the Concessionaire shall be released only

after expiry of 30 (thirty) days from date of the issuance of the Agreement

Completion Certificate.

12.3 The format for issuance of the Agreement Completion Certificate is attached as

Schedule – IX of this Agreement.

of 196


ARTICLE 13:

REPRESENTATIONS AND WARRANTIES

13.1. RepresentationsandWarrantiesof theAuthority

The Authorityrepresentsandwarrants tothe Concessionairethat:

(i) The Authority has full power and authority to execute, deliver and perform its

obligations under this Agreement and to carry out the transactions contemplated

hereby;

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

authorize the execution, delivery and performance of this Agreement;

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

the Authority in accordance with the terms hereof;

(iv) The Authority is subject to civil and commercial laws of India with respect to this

Concession and it hereby expressly and irrevocably waives any sovereign immunity

in any jurisdiction in regard to matters set forth in this Agreement; and,

(v) The Authority has the financial standing and capacity to perform its obligations

under the Agreement

13.2. RepresentationsandWarrantiesof theConcessionaire

The Concessionairerepresentsandwarrantstothe Authority that:

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

jurisdiction of its incorporation;

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

this Agreement and to carry out the transactions contemplated hereby;

(iii) It has taken all necessary corporate and other actions under Applicable Laws and its

constitutional documents, including its memorandum of association and articles of

association, to authorise the execution, delivery and performance of this Agreement;

(iv) It has the financial standing and capacity to undertake the Project;

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

it in accordance with the terms hereof;

(vi) It is subject to civil and commercial laws of India with respect to this Agreement and

it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect

thereof;

of 196


(vii) All the information furnished in the Concessionaire’s bid is, and shall be, true and

correct as on the Proposal Acceptance Date and throughout the Concession Period/

subsistence of the Agreement and the Balance Sheet and Profit and Loss Account of

the Concessionaire for each of the Financial Years after the Proposal Acceptance

Date furnished to the Authority shall give true and fair view of the affairs of the

Concessionaire. If in case any false or misleading information, as furnished by the

Concessionaire (as a bidder) in its bid, is found at a later stage after the signing of

the Agreement, it shall entitle Authority to terminate the Agreement between the

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

Concessionaire;

(viii) It shall furnish a copy of the audited accounts of the Concessionaire within 60 (sixty)

days of the close of each Financial Year after the Proposal Acceptance Date and any

material change subsequent to the date of such accounts shall be notified to the

Authority by the Concessionaire within 15 (fifteen) days of its occurrence and

warrants that the accounts and the information furnished as aforesaid shall be true

and correct;

(ix) The execution, delivery and performance of this Agreement will not conflict with,

result in the breach of, constitute a default under or accelerate performance required

by any of the terms of the Concessionaire’s Memorandum of Association and Articles

of Association or any Applicable Laws or any covenant, agreement, understanding,

decree or order to which it is a party or by which it or any of its properties or assets

is bound or affected;

(x) The Concessionaire has no knowledge of any violation or default with respect to any

order, writ, injunction or any decree of any court or any legally binding order of any

Competent Authority which may result in any Material Adverse Effect or impairment

of the Concessionaire’s ability to perform its obligations and duties under this

Agreement;

(xi) The Concessionaire has complied with all Applicable Laws and has not been subject

to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in

the aggregate have or may have Material Adverse Effect on its financial condition or

its ability to perform its obligations and duties under this Agreement;

(xii) The aggregate equity share holding of the Joint Venture (JV) Members and their

Associates (in case of a Joint Venture (JV)) or equity share holding of the Associates

(in case of individual bidder) in the Equity of the Concessionaire are in accordance

with the Minimum Equity Requirements as stipulated under Article 7 of this

Agreement;

(xiii) Each Joint Venture (JV) Member was and is duly organised and existing under the

laws of the jurisdiction of its incorporation and has full power and authority to

consent to and has consented to the Concessionaire entering into this Agreement

and has agreed to and unconditionally accepted the terms and conditions set forth in

this Agreement;

(xiv) All rights and interests of the Concessionaire in the Project shall pass to and vest in

the Authority on the Transfer Date free and clear of all liens, claims, and

of 196


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. ObligationtoNotifyChange

(i) In the event that any of the representations or warranties made/ given by the

Concessionaire ceases to be true or stands changed, it shall promptly notify

Authority of the same.

(ii) Such notification shall not have the effect of remedying any breach of the

representation or warranty that has been found to be untrue or incorrect nor shall it

adversely affect or waive any obligation of the Authority under this Agreement.

(iii) The Concessionaire acknowledges that prior to the execution of this Agreement, the

Concessionaire has, after a complete and careful examination, made an independent

evaluation of the RFP including any addenda and / or corrigenda thereof, the

Agreement, Specifications, Site, existing structures, local conditions, physical

qualities of ground, subsoil and geology and all information provided by the

Authority or obtained procured or gathered otherwise, and has determined to its

satisfaction the accuracy or otherwise thereof and the nature and extent of

difficulties, risks and hazards as are likely to arise or may be faced by it in the course

of performance of its obligations hereunder. The Authority makes no representation

whatsoever, express, implicit or otherwise, regarding the accuracy, adequacy,

correctness, reliability and / or completeness of any assessment, assumption,

statement or information provided by it and the Concessionaire confirms that it shall

have no claim whatsoever against the Authority in this regard.

(iv) The Concessionaire acknowledges and hereby accepts the risk of inadequacy,

mistake or error in or relating to any of the matters set forth in the Article

hereinabove and hereby acknowledges and agrees that the Authority shall not be

liable for the same in any manner whatsoever to the Concessionaire, the Selected

Bidder and its Associates or any person claiming through or under any of them.

of 196


ARTICLE 14:

VARIATIONS AND CHANGE OF SCOPE

14.1. Variations and adjustments

(i) TheConcessionPeriodshallnotbeadjusted forchangesinthecostoflabour,

materialsorother matters.TheConcessionPeriodshallonly beadjustedas

expresslyand explicitlystated in the Articles to thisAgreementand thereshall

benootherimpliedadjustmentsforanyother reasonswhatsoever.

(ii) SubjecttotheChangeinLaw,theConcessionaireshall be liable to pay all applicable

Taxes, duties,levies,asper theApplicableLaws.

(iii) IftheConcessionairesuffers(orwillsuffer)delaysorincurs(orwillincur)

additionalcostsorlossin revenue resulting from suchChangesinLaw,made

aftertheProposal AcceptanceDate,theConcessionaireshall givenotice to the

Authority. Afterreceiptofsuch notice, theAuthority shall

proceedinaccordancewithArticle13 of this Agreement toagreeordetermineany

adjustmentto the Concession Period to which the Concessionaireisentitled,

andshallnotifytheConcessionaireaccordingly.TheConcessionPeriodshall

beadjustedtakingintoaccountany increaseordecreaseinthecosts resulting

fromChangesinLaw specificallyin relation to theProject,madeafterthe Proposal

AcceptanceDate.

(iv) The guidingprincipleintheoperationofthisArticleshallbesoastoplacethe

Concessionaireinsubsequently thesamelegal,commercialand financial positionasit

wasprior tosuchChange inLaw. The decision of the Authority shall be final and

binding on the Concessionaire.

14.2. Change ofScope

(i) The Authority may, notwithstanding anything to the contrary contained in this

Agreement, require the provision of additional works and services with regards to the

Project and / or the Site, which are not included in the scope of the Agreement as

contemplated by this Agreement (“Change of Scope”). Any such Change of Scope

shall be made in accordance with the provisions of this Article and the costs thereof

shall be expended by the Concessionaire which shall be compensated by adjustment

to the Concession Period in accordance with this Article.

(ii) In the event of the Authority determining that a Change of Scope is necessary, it shall

issue to the Concessionaire, a notice specifying in reasonable detail the works and

services contemplated 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.

(iii) Upon receipt of a Change of Scope Order, the Concessionaire shall, with due diligence,

comply with the instructions of the Authority and carry out such works and services,

promptly, in accordance with such Change of Scope Order. For the avoidance of

doubt, it is hereby clarified that a breach of the requirements of the Change of Scope

of 196


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.

of 196


ARTICLE 15:

TERMINATION FOR EVENTS OF DEFAULT AND SUSPENSION

15.1 Termination for Concessionaire Event of Default

15.1.1 For the purposes of this Article, “Cure Period” means the period specified in this

Agreement for curing any breach or default of any provision of this Agreement by the

Concessionaire and shall:

(i) commence from the date of issuance of a notice by the Authority to the

Concessionaire asking the latter to cure the breach or default specified in such notice;

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

the provisions of this Agreement; and,

(iii) not in any way be extended by any period of suspension under this Agreement.

15.1.2 Eachofthefollowingeventsorcircumstances,totheextentnotcausedbyadefault

oftheAuthorityorForceMajeure,andifnotcuredwithintheCure Periodas may be specified

hereunder(the “DefaultNotice”) fromtheAuthority,shallbeconsideredforthe

purposeofthisAgreementas EventsofDefaultoftheConcessionaire(“Concessionaire

EventsofDefault”):

(i) The Concessionaire is in breach of its obligations under this Agreement, which has a

Material Adverse Effect upon the Authority or the Project and such event is not cured

within a period of ten (10) days from the date of occurrence of such event.

(ii) The Concessionaire is in breach of any representation or warranty made under this

Agreement or it repudiates this Agreement and such event is not cured within a period

of ten (10) days from the date of occurrence of such event;

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

Agreement;

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

under this Agreement;

(v) The Concessionaire fails to maintain Performance Security under Article 5.2 or any

replenishment or furnishing of fresh Performance Security in the event of partial

appropriation by the Authority;

(vi) The Concessionaire does not comply with its Minimum Equity Requirements under

Article 7.2 of this Agreement;

(vii) Any transfer pursuant to law of either (a) the rights and/or obligations of the

Concessionaire under this Agreements and/ or (b) all or material part of the Assets or

undertaking of the Concessionaire; except (i) to the extent permitted by this

Agreement or (ii) where any such transfer, in the reasonable opinion of the Authority,

of 196


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

Agreement;

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

voluntary winding up of the Concessionaire;

(ix) The Concessionaire is adjudged bankrupt or insolvent or if a trustee or receiver is

appointed for the Concessionaire or for any of its property that has a material bearing

on the Project;

(x) Any petition for winding up of the Concessionaire is admitted by a court of competent

jurisdiction or the Concessionaire is ordered to be wound up by court, except if such

petition is for the purpose of amalgamation or reconstruction, provided that as part of

such amalgamation and reconstruction, the property, assets and undertaking of the

Concessionaire are transferred to the amalgamated or reconstructed entity and that

the amalgamated or reconstructed entity has unconditionally assumed the obligations

of the Concessionaire under this Agreement and Project Agreements, and provided

that:

1. The amalgamated entity or reconstructed entity has the technical and

financial capabilities andtheoperatingexperiencenecessary

fortheperformanceof itsobligationsunder the thisAgreementand

ProjectAgreements;

2. Theamalgamatedentityorresultingentityhasthefinancialstanding toperform

itsobligationsunder thisAgreement andProject Agreements andhasanet

worth atleastasthatgoodas thatofthe

ConcessionaireasontheComplianceDate; and,

3. TheProject Agreementsremaininfullforceandeffect;

(xi) The Concessionaire assigns this Agreement or any of its rights or obligations under the

Agreement, where such assignment is not in accordance with the terms and conditions

of the Agreement;

(xii) In the event of failure of Concessionaire to score minimumseventy – five (75%)

percent or more than seventy – five (75%) percent points for any three times of audit

inspection by the Authority in accordance with Article 19 of this Agreement;

(xiii) The Concessionaire has employed any staff/labour/employee for whom a proper police

verification has not be done or any staff/labour/employee not permitted under the

terms and conditions of this Agreement and such event is not cured within a period of

fifteen (15) days from the date of occurrence of such event;

(xiv) The Concessionaire has created any charge, lien, interest and / or Encumbrance on

the Project, the Site and / or the Assets to any financial institution/ bank and / or any

Person, with or without knowledge of the Authority;

(xv) The Concessionaire has not performed any of its duties, responsibilities and obligations

under this Agreement, Clearances, Applicable Laws and Good Industry Practice, and

of 196


such event is not cured within a period of ten (10) days from the date of occurrence of

such event;

(xvi) the Concessionaire does not achieve the Time for Completion of Implementation by

the Implementation Period or any extended period thereof;

(xvii) when it is discovered by the Authority that the Concessionaire or the Selected Bidder

and their respective officers, employees, agents and advisers have:

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

execution of this Agreement; and / or,

2. directly or indirectly or through an agent, engaged in corrupt, fraudulent,

coercive, undesirable or restrictive practices in the bidding process or the

execution of the Jan Suvidha Kendra and / or the Project or other works

under this Agreement; and / or,

For the purposes of this sub – clause, the terms set forth are defined as follows:

“corrupt practice” means the offering, giving, receiving, directly or indirectly, of

anything of value to influence the action of a public official in the bidding process

or the execution of the Project or other works under the Agreement;

“fraudulent practice” means a misrepresentation or omission of facts in order

to influence the bidding process, or to obtain payments from the Authority for the

execution of the Project or other works under the Agreement;

“coercive practice” means harming or threatening to harm, directly or

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

process or in discharging their duties in the execution of the Project or other

works under the Agreement;

“undesirable practice” means establishing contact with any person connected

with or employed by the Authority with the objective of canvassing, lobbying or in

any manner influencing or attempting to influence the bidding process or the

monitoring, inspection or reporting the execution of the Project or other works

under the Agreement; and,

“restrictive practice” means forming a cartel or arriving at any understanding

or arrangement among bidders with the objective of restrictive or manipulating a

full and fair competition in the bidding process.

15.2 Termination by the Authority

Without prejudice toanyother rightor remedieswhich theAuthoritymay

haveunderthisAgreement,uponoccurrenceofaConcessionaireEventof Default,

theAuthority shallbeentitledtoterminate 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

of 196


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

in receipt of such representation, issue the Termination Notice.

15.3 Survival of rights

Notwithstanding anything to the contrary contained in this Agreement, any termination

pursuant to the provisions of this Agreement shall be without prejudice to the accrued

rights of the Authority including its right to claim and recover money damages, specific

performance, insurance proceeds, and other rights and remedies, which it may have in

law or contract. All obligations of Concessionaire under this Agreement, including

transfer requirements, shall survive the termination to the extent such survival is

necessary for giving effect to such rights and obligations.

15.4 Suspension

Upon occurrence of a Concessionaire Event of Default, the Authority shall be entitled,

without prejudice to its other rights and remedies under this Agreement, under law or

equity, including its rights of termination hereunder, to (i) suspend all rights of the

Concessionaire under this Agreement including the Concessionaire’s right to charge and

/ or levy Commercial Charges, and other payments pursuant hereto, and (ii) exercise

such rights itself and perform the obligations hereunder or authorise any other person

to exercise or perform the same on its behalf during such suspension (the

“Suspension”).

15.5 Authority to act on behalf of the Concessionaire

During the period of Suspension, the Authority may, at its option and at the risk and

cost of the Concessionaire, remedy and rectify the cause of Suspension. The Authority

shall, on behalf of the Concessionaire, appropriate any Commercial Charges and other

revenues under and in accordance with this Agreement and shall deposit the same in an

account to be opened by the Authority’s nominee for this purpose. The Authority shall

be entitled to make withdrawals from such account for meeting the costs incurred by it

for remedying and rectifying the cause of Suspension, and for defraying the expenses

on maintenance of the Project, the Assets and / or the Site.During the period of

Suspension hereunder, all assets and liabilities in relation to the maintenance of the

Project, the Assets and / or the Site, shall continue to vest in the Concessionaire in

accordance with the provisions of this Agreement and all things done or actions taken,

including expenditure incurred by the Authority for discharging the obligations of the

Authority under and in accordance with this Agreement and the Project Agreements,

shall be deemed to have been done or taken for and on behalf of the Concessionaire

and the Concessionaire undertakes to indemnify the Authority for all costs incurred

during such period. The Concessionaire hereby licenses and sub – licenses respectively,

the Authority or any other person authorised by it under this Article to use during

Suspension, all intellectual property belonging to or licensed to the Concessionaire.

15.6 Revocation of Suspension

For the avoidance of doubt, the Parties expressly agree that the Authority may, in its

discretion, revoke the Suspension at any time, whether or not the cause of Suspension

has been rectified or removed hereunder.

of 196


ARTICLE 16:

CONSEQUENCES OF TERMINATION

16.1 Termination Payment for Termination by the Authority

16.1.1 UponTerminationbytheAuthority,duringthe OperationsandMaintenancePeriod,

inaccordancewith theprovisionsofArticles15, theConcessionaire shallpeacefully

handoverthepossessionof the Project, the Site and the Assets in proper working

conditionandthePerformanceSecurity shallbeencashedby theAuthority.

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

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

of the Operations and Maintenance Period; and,

(ii) Fifty (50%)percent depreciated value of the structures of the Jan Suvidha

Kendra and the Project.

16.1.3 For the avoidance of any doubt, it is clarified that the Termination Payment, as payable

by the Authority, shall be reduced by the following:

(i) Debits for cost of wear and tear required to get the structures of the Jan Suvidha

Kendraand the Project up to good working condition; and,

(ii) Debits for any incomplete work of the Concessionaire.

For illustration, the Concessionaire is assumed to have paid Licence Fees of Rs. 45.00

lacs, with a Performance Security of Rs. 6.00 lacs for Concession Period of 15 years,

has incurred a cost of Rs. 150.00 lacs towards construction of Building, Rs. 70.00

towards furniture and interior and the Project is terminated at end of the fifth (5th)

year. Now, at the time of termination, there is some cost of wear and tear of Rs. 5.00

lakhs.

Then in that case, termination payment shall be as follows:

Sr. No. Particulars Amount (Rs.)

i) premium paid towards land rent, apportioned to

remaining operation period, As per table T-1 and

T-2 as below

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

of 196


Termination Payment Due ( Sub Total A- Sub

Total B)

73,18,130

Table T-1

Working for calculation of Premium

At the time of Bid

Year Period Rent Increas

e for

the year

ROI % NPV

From To

1

01-06-

17

31-05-

18 380016 0% 12% 339300

2

01-06-

18

31-05-

19 418017 10% 12% 333241

3

01-06-

19

31-05-

20 459819 10% 12% 327290

4

01-06-

20

31-05-

21 505801 10% 12% 321446

5

01-06-

21

31-05-

22 556381 10% 12% 315705

6

01-06-

22

31-05-

23 612019 10% 12% 310068

7

01-06-

23

31-05-

24 673221 10% 12% 304531

8

01-06-

24

31-05-

25 740543 10% 12% 299093

9

01-06-

25

31-05-

26 814597 10% 12% 293752

10

01-06-

26

31-05-

27 896057 10% 12% 288506

11

01-06-

27

31-05-

28 985663 10% 12% 283354

12

01-06-

28

31-05-

29 1084229 10% 12% 278295

13

01-06-

29

31-05-

30 1192652 10% 12% 273325

14

01-06-

30

31-05-

31 1311917 10% 12% 268444

15

01-06-

31

31-05-

32 1443109 10% 12% 263651

Present Value of Land

Rent

450000

0

of 196


Table T-2


At the time of Termination

Year Period Period

in

Years

Rent Increase

for the

year

ROI % NPV

From To

1

31-05-

22

30-05-

23

1.00 380016 0% 12% 339300

2

31-05-

23

30-05-

24

1.00 418017 10% 12% 334154

3

31-05-

24

30-05-

25

1.00 459819 10% 12% 327290

4

31-05-

25

30-05-

26

1.00 505801 10% 12% 321446

5

31-05-

26

30-05-

27

1.00 556381 10% 12% 315705

6

31-05-

27

30-05-

28

1.00 612019 10% 12% 310917

7

31-05-

28

30-05-

29

1.00 673221 10% 12% 304531

8

31-05-

29

30-05-

30

1.00 740543 10% 12% 299093

9

31-05-

30

30-05-

31

1.00 814597 10% 12% 293752

10

31-05-

31

30-05-

32

1.00 896057 10% 12% 289297

11

31-05-

32

31-05-

32

0.00 985663 10% 12% 776

12

01-06-

32

31-05-

32

- 1084229 10% 12% 0

13

01-06-

32

31-05-

32

- 1192652 10% 12% 0

14

01-06-

32

31-05-

32

- 1311917 10% 12% 0

15

01-06-

32

31-05-

32

- 1443109 10% 12% 0

Present

Value of

Land Rent

31,36,26

0

50% OF

ABOVE

15,68,13

0

of 196


Table T-3

100% depreciated value of the building

Valuation of the project Rs. 15000000

Estimated useful life of the building Years 30

Operation period utilised Years 5

Balance Useful Life of Project Years 25

Depreciation on utilised period

Rate of depreciation of Straight Line Method % p.a. 3.33%

Amount of Depreciation for utilised period 2500000

Depreciated Value of the Building 12500000

50% of Depreciated Value of the building 50% 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) All payments due to the Concessionaire as calculated under Article 15.1 shall be

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

(ii) However, if the termination by the Authority on account of the Concessionaire

Event of Default is during the Implementation Period then the Concessionaire

shall not be entitled for any Termination Payments. However, the Performance

Security shall be encashed by the Authority.

16.2 Other rights and obligations upon Termination

UponterminationofthisAgreement for any reason whatsoever,theAuthorityshall:

(i) be deemed to have taken possession and control of the Project, the Site and the

Assets forthwith which are deemed to be or which should have been in

possession of the Concessionaire;

(ii) take possession and control of all materials, stores, implements, plants and

equipment on or about the Project and the Site;

(iii) be entitled to restrain the Concessionaire and any person claiming through or

under the Concessionaire from entering upon the Project and the Site or any part

of the Project premises;

(iv) require the Concessionaire to comply with the transfer requirements set forth in

Article 23 of this Agreement.

of 196


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.

of 196


ARTICLE 17:

FORCE MAJEURE

17.1 Force Majeure Events

In thisAgreement,"ForceMajeure"meansanoccurrenceof an event inIndia of

anyorallofthe Non-PoliticalForceMajeureEvent,IndirectPoliticalForceMajeure Eventand

Political Force Majeure Eventdescribed in Articles17.2,17.3 and 17.4 of this Agreement,

respectively hereinafterwhichprevents the Party claimingForceMajeure (the

“AffectedParty”) from performingitsobligationsunderthisAgreementand whichactorevent:

(i) Is beyond the reasonable control of and not arising out of the fault or negligence

of the Affected Party or the failure of such Party to perform its obligations

hereunder;

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

and reasonable efforts, skill and care; and,

(iii) Has a Materially Adverse Effect on the Project.

17.2 Non–Political Force Majeure Events

For thepurposesofArticle17.1,Non– PoliticalForceMajeureEventsshallmeanone

ormoreofthefollowingactsorevents:

(i) Acts of God or events beyond the reasonable control of the Affected Party which

could not reasonably have been expected to occur, extreme adverse weather or

environmental conditions, lightning, earthquakes, heavy rains, cyclones, tempest,

whirlwind, landslides, storms, floods, volcanic eruptions or fire;

(ii) Radioactive contamination or ionising radiation;

(iii) Strikes or boycotts (other than those involving the Concessionaire, contractors,

or their respective employees/ representatives or attributable to any act or

omission of any of them) interrupting supplies and services to the Project for a

continuous period exceeding 7 (seven) days in an Financial Year, and not being

an Indirect Political Event set forth in Article 17.3;

(iv) Any judgment or order of any court of competent jurisdiction or statutory

authority in India made against the Concessionaire in any proceedings for the

reason other than failure of the Concessionaire to comply with any Applicable

Law or Clearances or on account of breach thereof, or of any contract, or

enforcement of this Agreement or exercise of any of its rights under this

Agreement by the Authority; or,

(v) Any other event or circumstance of a nature analogous to the foregoing, to the

extent that insurance is available at a reasonable cost to cover the occurrence of

any of the natural events. The Concessionaire will ensure that it has insured

itself against such risks.

of 196


17.3 Indirect Political Force Majeure Event

ForthepurposesofArticle17.1,IndirectPolitical ForceMajeureEventsshallmean

oneormoreofthe followingactsoreventsbyoronaccountoftheAuthority,Government of

Indiaor anyotherCompetentAuthority:

(i) An act of war (whether declared or undeclared), invasion, armed conflict or act

of foreign enemy, unexpected call up of armed forces, blockade, embargo,

rebellion, riot, religious strife, bombs or civil commotion, sabotage, terrorism

which prevents collection of Commercial Charges by the Concessionaire for a

period exceeding a continuous period of 7 (seven) days in an Financial Year;

(ii) Industry wide or state wide or nationwide strikes or industrial action for a period

exceeding a continuous period of 7(seven) days in an Financial Year; or

(iii) Any public agitation which prevents collection of Commercial Charges by the

Concessionaire for a period exceeding a continuous of 7 (seven) days in a

Financial Year.

17.4 Political Force Majeure Event

Forthepurposes ofArticle17.1,PoliticalForceMajeureEventsshallmeanoneor

moreofthefollowingacts or eventsbyor onaccount oftheAuthority,GovernmentofIndiaorany

otherCompetentAuthority:

(i) Expropriationorcompulsoryconfiscation,byanyCompetentAuthorityofany

AssetsorrightsoftheConcessionaireor ofthecontractors; or,

(ii) Any unlawful or unauthorised or without jurisdiction, revocation of, or refusal to

renew or grant without valid cause any consent or approval required by the

Concessionaire or any of the contractors to perform theirrespective obligations

under the Project Agreements (other thana consent, the obtaining of which isa

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 theright to consider any of the following

circumstances to be an eventofForce Majeure thatwould suspend the performance

orexcusethenon–performanceofitsobligationsunderthis

Agreementotherthanthecircumstancesresultingfroman eventof ForceMajeure:-

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

employees of the Concessionaire; or,

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

relating to the Project.

of 196


17.6 Exceptions Applicable to the Authority

The Authorityshall not have the right to consider any of the

followingcircumstancestobeaneventofForce Majeurethatwouldsuspendthe

performanceorexcusethenon-performance ofitsobligationsunderthis Agreement:

(i) theexpropriation,confiscation,nationalisationor requisition of the Project, Assetsby

the Authority;

(ii) the imposition ofanyblockade,embargo, import restrictions, rationing or

allocationby the Authority or any Competent Authority; or,

(iii) anydelayordifficulty inhandingover the Jan Suvidha Kendra asa result ofany

intervention ordirective of the Authority or any Competent Authority.

17.7 Effect of Force Majeure before the issue of Notice to Commence

UponoccurrenceofanyForceMajeureEventpriortotheissuanceofthenoticetocommence,thefoll

owingshallapply:

(i) There shall be noTerminationby the Concessionaire;

(ii) The Compliance Date shall be extended by the period of which such Force

Majeure event shall subsist, at the sole discretion of the Authority; and,

(iii) The Parties shall bear their respective costs arising out of such Force Majeure

Event.

17.8 Effect of Force Majeure after Compliance Date

Upon occurrence of any Force Majeure Event after the Compliance Date, the

followingshallapply:

(i) There shall be no Termination of this Concession Agreement by the

Concessionaire;

(ii) Where the Force Majeure Event occurs before the issue of Implementation

Completion Certificate or Provisional Implementation Completion Certificate, the

Concession Period shall be extended by the period for which such Force Majeure

Event shall subsist, at the sole discretion of the Authority;

(iii) Where the Force Majeure Event occurs after the issuance of Implementation

Completion Certificate, the Concessionaire shall make all reasonable efforts to

collect Commercial Charges, but if he is unable to collect Commercial Charges

during the subsistence of such Force Majeure Event, the Concession Period shall

be extended by the period for which collection of Commercial Chargesremains

suspended on account thereof; and,

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

accordance with provisions of Article 17.9.

of 196


17.9 Allocation of costs during the subsistence of Force Majeure

UponoccurrenceofaForceMajeureEventafterComplianceDate,thecosts

attributabletosuchForceMajeureEventanddirectlyrelatingto theProject(the

ForceMajeureCosts)shallbeborneby theConcessionairefrom the insurancecover procured

for such purpose, in accordance with the requirements of this Agreement.

17.10 Termination Notice

IftheForce MajeureEventsubsistsforaperiodof270(twohundredseventy)daysor

morewithinacontinuousperiodof365(threehundredsixty five)days,eitherParty

mayinitssolediscretionterminatethisAgreementby giving30(thirty) daysTerminationNotice

inwritingto theotherPartywithoutbeingliableinany

mannerwhatsoever,saveandexceptaspertheprovisionsofinArticle17.11.

17.11 Termination Payments for Force Majeure Events

Upon TerminationofthisAgreementpursuanttoArticle17.10, no termination payment shall be

made by the Authority totheConcessionaire and the Concessionaireshall beentitled

toreceiveandappropriate,theproceedsofanyamountsunderinsurancepolicies. 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 PerformanceSecurity,if

subsisting, shallbereleased to the Concessionaire.

17.12 Dispute Resolution

IntheeventthatthePartiesareunabletoagreeingoodfaithabouttheoccurrenceor

existenceofaForce MajeureEvent,such disputeshallbe finally settledin accordancewith

theDisputeResolutionprocedureasunderArticle18,provided howeverthattheburden ofproofas

to theoccurrenceorexistenceofsuchForce

MajeureeventshallbeuponPartyclaimingreliefand/orexcuseon theaccountof suchForce

MajeureEvent.

17.13 Liability for other losses, damages etc.

SaveandexceptasexpresslyprovidedinthisArticleneitherPartyheretoshall be liableinany

mannerwhatsoevertootherPartyinrespectofanyloss,damage,cost, expense,claims,demand

andproceedings relatingtoorarisingoutofoccurrenceor existenceofanyForce MajeureEvent

orexerciseofanyrightpursuanttothisArticle.

17.14 Duty to Report

TheAffectedPartyshalldischargethefollowingobligationsinrelationtoreportingthe

occurrenceofaForceMajeureEventtotheotherParty:

(i) The Affected Party shall not claim any relief for or in respect ofa 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

within7 (seven) days after the Affected Party knew or ought reasonably to have

of 196


known of its occurrence and the probable Material Adverse Effect that the Force

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

under this Agreement

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

1. Thenatureandextentof eachForceMajeureEventwhichis thesubjectof

anyclaimforreliefunderthisArticle17withevidence insupportthereof;

2. TheestimateddurationandeffectorprobableeffectswhichsuchForce

MajeureEventis havingorwillhaveonthe AffectedParty’s performanceof

itsobligationsunderthisAgreement;

3. ThemeasurewhichtheAffectedPartyistakingorproposestotaketo alleviatethe

impact of suchForce MajeureEvent; and

4. Anyotherinformationrelevanttothe AffectedParty’sclaim.

(iii) Forso longas the Affected Partycontinues toclaim tobe affectedbysuch Force

Majeure Event, itshallprovide theother Party with regular (andnot less than

weekly) written reportscontaining informationas required by this

Article17.14,andsuch other informationas the other Party may reasonably request

the Affected Party toprovide.

17.15 Excuse from performance of obligations

If theAffectedPartyiswhollyor partiallyunabletoperformitsobligationsunder this

AgreementbecauseofForceMajeure Event,itshallbeexcused from performance ofsuchofits

obligations to theextentitisunable toperformon account ofsuchForce MajeureEvent

providedthat:

(i) The suspension of performance shall be no greater scope and of no longer

duration than is reasonably required by the Force Majeure Event;

(ii) The Affected Party shall make all reasonable efforts to mitigate or limit damage

to the other Party arising out of or asa result of the existence or occurrence of

such Force Majeure Event and to cure the same withduediligence;and,

(iii) When the Affected Party is able to resume performance of its obligations under

this Agreement, it shall give to the other Party written notice to that effect and

shall promptly resume performance of its obligations hereunder.

of 196


ARTICLE 18:

DISPUTE RESOLUTION

18.1 Amicable Resolution

18.1.1 Any dispute, disagreement, difference, controversy or claim arising out of, relating to or

in connection with this Agreement (including any question regarding its existence,

validity, interpretation, performance, breach or termination) and any dispute relating to

any non- contractual obligations arising out of or in connection with it (a “Dispute”)

shall, so far as is possible, be settled amicably.

18.1.2 If a Dispute arises, a Party may serve a written notice on the other Party commencing

a formal consultation period of thirty (30) days within which the Dispute should be

resolved (“Consultation Period”). During the Consultation Period, the Chief Engineer

of the concerned Public Works Region on behalf of the Authority and the CEO/MD of

the Concessionaire, shall be obligated to promptly meet with each other, at a place to

be mutually decided by the Parties. Each Party shall bear their own costs and expenses

for attending such a meeting.

18.2 Arbitration

If the Dispute is not resolved by end of the Consultation Period, the Dispute shall be

referred to and finally resolved by a binding arbitration in accordance with the

Arbitration and Conciliation Act, 1996. The arbitration shall be conducted as follows:

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

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

(b) The arbitration shall be conducted by a sole arbitrator, who will be mutually appointed by the Parties within a period of thirty (30) days from the date of the Arbitration Notice. In the event, the sole arbitrator is not appointed by the Parties within the said time period, the sole arbitrator will be appointed by the court in accordance with the Arbitration and Conciliation Act, 1996.

(c) All proceedings in any such arbitration shall be conducted in English.

(d) The seat of the arbitration proceedings shall be Solapur, Maharashtra.

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

(f) The arbitral award shall be a reasoned award and shall be in writing.

(g) The arbitral award shall be final and binding on the Parties. The Parties undertake to carry out the award without delay.

18.3 Performance during Dispute

The Authority shall have the right to take over thepossessionand 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

of 196


have right to operate and manage the Project. Further, the Concessionaire shall continue

to perform all other obligations pending the settlement/adjudicationof anyDisputeunder

thisArticle.

18.4 This clause shall survive termination of this Agreement.

of 196


ARTICLE 19:

PERIODICAL AUDIT AND INSPECTION

19.1. A bi – annual audit of the Project and the Jan Suvidha Kendra shall be conducted by a

Person designated by the Committee formed as per Article 9 of this Agreement. This

audit shall be conducted at least two (2) times in a year and there shall be gap of at

least 4 months between two (2) consecutive audits. The gap between two (2)

consecutive audits by such Person, designated by the Committee, should not be

beyond eight (8) months in any case. Report as per format specified in Schedule – V

of this Agreement shall be prepared and submitted to the Parties. The Authority shall

have the right to terminate the Agreement, in the event of the Concessionaire failing

to achieve at least 75% of the total marks, for three or more times, during the audit

of periodical audit conducted by the Authority, in accordance with this Article.

19.2. The Authority and / or its representativeshall 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.

of 196


ARTICLE 20:

FINANCING DOCUMENTS

20.1. TheAuthority hereby confirms that it shall not enter into any substitution agreement with

any banker, financial institution and / or any Person and the Concessionaire thereby shall

make provisions of funding for the Project, the Site and the Assets on its own financial

credibility and financial security.

20.2. The Concessionaire further hereby undertakes to the Authority that the Concessionaire

shall not offer the Site given to it under this Agreement as security and / or create any

charge, lien, interest and / or any Encumbrance to any bank/financial institution/any

Person for any reason whatsoever.

of 196


ARTICLE 21:

TAXATION AND CONFIDENTIALITY

21.1. Local Taxation

(i) The duties, responsibilities and obligations of the Concessionaire under this

Agreementshallinclude payment of all Taxes, charges towardsimport license, toll,

customsduties,importduties,businesstaxes,etc.,that maybeleviedin

accordancewiththeApplicableLawsas per the applicable rates.Nothingin

thisAgreementshallrelievethe Concessionairefromitsresponsibility

topayanyTaxesthatmaybeleviedinIndia onprofitsmadeby itinrespect

ofthisAgreement

(ii) Under the provisions of the Income Tax Act, 1961, the Authority is required to

deduct tax at source at the rates prevailing in case any payments are made to the

Concessionaire as envisaged under this Agreement.

21.2. Income Taxes on Staff, Labour, Employees and Personnel

TheConcessionaire'sstaff,employees, personnelandlabourwillbeliabletopaypersonal income

taxesin Indiainrespectoftheirsalaries, commissionsandwagesaschargeableunderApplicable

LawsandtheConcessionaireshallmakesuch deductionsinrespect of suchtaxesasrequiredby

law.

21.3. Confidentiality

“Confidential Information” shall mean all non – public information of the Project and /

or the Authority which is accessible by or is available to the Concessionaire whether in

writing, oral, graphic, visual or any other tangible, intangible or electronic form including,

without limitation, any and all information relating to the Project (whether past, present, or

future) including without limitation the financial data, financial results and projections,

costs and prices, details and data of Concessionaire’s suppliers, dealers, distributors,

customers, retainers, employees and consultants (whether past, present or prospective),

technologies, technical and business strategies, business and marketing plans, marketing

and sales techniques, pricing and other strategies, computer programs, software tools,

source codes, object codes, protocols, product descriptions, development schedules,

product positioning, choices of product names, trade secrets or know how, customer

information and intellectual property rights, in relation to the Project, the Assets and the

Site, as well as any such information not generally known to third parties or received from

others that the Concessionaire is reasonably expected to treat as confidential. The

Concessionaireshall not,atanytime,beforethe expiryorterminationofthis

Agreement,withoutthe consentoftheAuthority,divulgeorsufferor

permititsofficers,employees,oragents todivulge toany Person (otherthan toany ofitsor

theirrespectiveofficersoremployeeswhorequirethesametoenablethem

toproperlytocarryouttheirduties),anyConfidential Information and any other information

relatingtothenegotiations concerningthe RFP, the Agreement, the

operations,contracts,commercialorfinancialarrangementsor affairs

oftheAuthorityoranyproprietaryinformationoftheAuthority.

of 196


21.4. Exceptions to Confidentiality

TherestrictionsimposedbyArticle21.3shallnotapply tothedisclosureofany Confidential

Information:

(i) Which now or hereafter is released into the public domain, otherwise than asa

result of a breach of an undertaking of confidentiality or which is obtained with no

more than reasonable diligence from sources other than the Concessionaire;

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

authorised by Applicable Lawsto receive the same;

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

it to which the Concessionaireis a party; or,

(iv) To any consultants, banks, financiers and / or advisers to the Concessionaire, or in

accordance with the duties, obligations and responsibilities of the Concessionaire

under this Agreement.

of 196


ARTICLE 22:

PROJECT REVENUES AND COMMERCIAL CHARGES

22.1. Levy and Appropriation of Commercial Charges

(i) TheConcessionaireshalllevy,collect,appropriateCommercialCharges from the

Project, the Site, shops, establishments, stalls, advertising boards, restaurants,

etc.fortheperiodinaccordancewith the provisionsofthisAgreement.

(ii) Save and except as otherwise stated under this Agreement, onand from

theOperationsDateanduntil thelastdateoftheConcession

Period,theConcessionaireoritssubcontractorsshall levy,collect,and

appropriateCommercialCharges,assetoutinArticle 22.2 of this Agreement.

(iii) TheAuthority expressly recognisesthattherightofthe Concessionaireorits

subcontractorsto levy,demand,collect, retain,andto

appropriateCommercialChargesinaccordance(i)with thetermsofthisAgreementand

(ii)toexerciseallrightsand remediesavailableunder Applicable Laws

andunderthisAgreementfor the recoveryofthe Commercial Charges.

22.2. Types of Project Revenue

(i) Incomefrom User charges, fees and Commercial Charges

The Concessionaire shall be allowed to charge for the use of the Project

including the stalls, ATM, Restaurant, vehicle repair facility, etc. but shall not

charge the Users Commercial Charges for such services as intimated by the

Authority which shall be mandatorily be provided free of cost to the Users.

(ii) Income from Display of Advertisements

The Concessionaire can charge Commercial Charges for the purposes of

advertisements in accordance with Applicable Laws, subject to prior written

consent of the Authority. The display of advertisements at any part the Project,

the Site and the Assets shall be as per the instructions of the Authority. In the

event, that the Concessionaire is instructed to remove and / or take down any

advertisement, on the Project, the Site and the Assets, the Concessionaire shall

be liable to remove such advertisement, within a period of seven (7) days from

the date of such request, failing which it shall amount to a Concessionaire Event

of Default. The Concessionairemay sub – licenseout the advertisement boards to

theadvertisers with prior written consent of the Authority in accordance with the

terms and conditions of this Agreement.

(iii) Miscellaneous

Apart from theabove, the Concessionaire shallbe well within its right to generate

revenues forotheractivitiessubject to prior written consent of the Authority,

Applicable Laws, Clearances and the terms and conditions of this Agreement.

of 196


ARTICLE 23:

TRANSFER OF THE PROJECT

23.1 Transfer of Project

(i) OntheTransferDate,theConcessionaireshall,transferandassigntothe

Authorityoritsnominatedagency,asthecasemaybe,the Project, the Site and the

Assets, free andclearofany charges,liens, interestandEncumbrances 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 theyshall have no claim to any type of

employment or compensationfrom the Authorityoritsnominatedagency.

(ii) TheConcessionaireshalltotheextentpossibleassigntotheAuthorityorits

nominatedagencyatthetimeoftransferallunexpiredguarantees andwarrantiesby

subcontractorsandsuppliersandallinsurancepolicies.The Concessionaireshallensure

thatany rights,whichare to be so assigned,are capable ofassignmentand the

counterpartto the Concessionairehas approved

suchassignmentunderthetermsandconditionsoftherelevantProject Agreement.

(iii) The Concessionaire shall, to the extent possible at the time of transfer, assign to

the Authority or its nominated agency all contracts, equipment contracts, supply

contracts and all other contracts relatingto the Project, the Site and the Assets

entered into bythe Concessionaire and subsisting at the time of transfer

exceptany agreements and / or contractswithemployees, labour and / or

personnel.

(iv) At least 60 (Sixty) dayspriortotheTransferDate, the Authority shall be entitled to

appoint any consulting engineer to assess the condition of the Project, the Site

and the Assets. Such consulting engineer shall be entitled to have free access to

inspect the Project, the Site and the Assets, provided that such inspection is

reasonable and is carried out with minimum disruption to normal operation of the

Project, the Site and the Assets.

(v) Untilthe TransferDate,allrisksshallliewiththe Concessionaireforloss ofor

damagetothewholeor anypartoftheProject, the Site and the

Assets,unlesssuchlossordamageis

duetoanactoromissionoftheAuthorityincontravention ofits

obligationsunderthisAgreement

of 196


(vi) TheConcessionaireshall provide fairand justcompensation toits labour, employees

and personnel asrequiredunder Applicable Lawsorunderthis Agreement,and shall

indemnify theAuthority againstany claimsfromany such labour, employees and

personnel for their loss of office, redundancy, loss of employment or

otherwise.TheAuthority shallacceptabsolutely noliabilityon accountofany

matterpertainingto theConcessionaire'semployees,staff, labouretc.

(vii) OntheTransferDate,theConcessionaireshallhandovertheProject, the Site and the

Assetsand all other movableandimmovableassets forming part thereof,

totheAuthorityoritsnominated agencyatzerocost 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-visthe 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 theConcessionairemay continuewithany other

businessoperations 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 completionof thetransfer bytheConcessionairetothe

Authority,theAuthorityshallissueanAgreementCompletionCertificate 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.

of 196


ARTICLE 24:

MISCELLANEOUS PROVISIONS

24.1 Governing Law and Jurisdiction

ThisAgreementshallbeconstruedandinterpretedinaccordancewith and

governedbythelawsofIndia. Subject to the provisions of Dispute Resolution clause of this

Agreement,andthecourtsofSolapur, Maharashtra shall have

jurisdictionoverallmattersarisingoutof, in connection withorrelatingto thisAgreement.

24.2 Waiver

WaiverbyeitherPartyofanydefaultby theotherPartyintheobservanceand performanceofany

provisionsoforobligationsunderthisAgreement:

(i) Shallnotoperateorbe construedasawaiverofanyotherorsubsequent

defaulthereoforofotherprovisionsoforobligationsunderthis Agreement;

(ii) Shall not be effectiveunless it is in writing and executed by a duly

authorisedrepresentativeoftheParty;and

(iii) Shallnotaffectthevalidity or enforceabilityofthisAgreementin anymanner.

Neitherthe failurebyeitherPartytoinsiston anyoccasion upon the performanceofthe

terms,conditionsandprovisionsofthisAgreementorany obligationthere

undernortimeorotherindulgence grantedby

aPartytotheotherPartyshallbetreatedordeemedas waiverofsuchbreachor

acceptanceofanyvariationortherelinquishmentofanysuchrighthereunder.

24.3 Exclusion of implied warranties

ThisAgreementexpresslyexcludesanywarranty,conditionoranyother

undertakingimpliedatlaw orbycustomorotherwisearisingoutofanyother

agreementbetweenthePartiesoranyrepresentationbyeitherPartynotcontained inabinding

legalagreementexecutedbybothParties.

24.4 Severability

Ifforany reasonwhatsoever,anyprovisionofthisAgreementisor

becomesinvalid,illegalorunenforceableorisdeclaredby any courtofcompetent

jurisdictionorany other legalandvalidinstrumentality tobeinvalid,illegalor unenforceable,

thevalidity,legality orenforceabilityoftheremainingprovisions

shallnotbeaffectedinanymanner,andthePartieswillnegotiateingoodfaith

withaviewtoagreeingupononeor moreprovisions,which maybesubstitutedfor

suchinvalid,unenforceableorillegalprovisions,as nearly asis practicable. Provided

that,failure of the Parties toagreeuponanysuchprovisionsshallnotbeasubjectmatter

todisputeresolutionunder thisAgreementorotherwise.

of 196


24.5 Entire Agreement

This Agreement and the Schedules together constitutes a complete and exclusive

understanding between the Parties of the terms and conditions of the agreement

between the Parties on the subject hereof and no amendment or modification hereto

shall be valid and effective unless such modification or amendment is agreed to in

writing by the Parties and duly executed by persons especially empoweredinthis

behalfbytherespectiveParties.

24.6 Custody of Documents

TheProject 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,shallbeinthecustody andcareoftheConcessionaire.

Unlessstatedotherwise inthisAgreement,theConcessionaireshall providefour (4)

copiesfortheuseoftheAuthority.

24.7 Copyright

TheConcessionaire,as beneficialowner,hereby transfers to

theAuthoritycopyrightandregistereddesignandall otherpropertyrights

subsistinginoraccruingtotheConcessionaire,in relation to theDesign Documents

madeortobemadeby oronbehalfoftheConcessionaire,duringtheConcession

Periodforwhichsuchcopyrightsubsistsinsuchworks.TheAuthorityhereby grants

totheConcessionairenon-exclusiveroyalty-freelicence tousesuch

documentsanddrawingssolely forthepurposeofcomplyingwithitsobligations

underthisAgreement.

24.8 Use of the Authority's Documents

Copyrightinthe technicalrequirementsand otherdocumentsissuedbythe

AuthoritytotheConcessionaireshall(asbetweentheParties)remain the property

oftheAuthority.The Concessionairemay,atits cost, copy,use and communicateanysuch

documentsforthepurposesofthis AgreementTheyshall not,withouttheAuthority's consent,be

used,copied orcommunicated to a ThirdPartybytheConcessionaire, except

asnecessaryforthepurposesofthisAgreement

24.9 Compliance with Laws and Directives

(i) TheConcessionaireshall,inall mattersarisingintheperformanceofthis

Agreement,complywith, giveallnoticesunder,andpayallTaxes,

leviesandothersimilarchargesrequiredbytheprovisionsofanyCentralor

StatelaworDirectiveoranyregulationofanylegallyconstitutedpublicauthority

havingjurisdictionoverthe Project, the Site and the

Assets.TheConcessionaireshallcomply withallApplicable Laws.

(ii) In theperformance ofthisAgreement,theConcessionaireshall

ascertainandcomplywithall

relevantlawsandDirectives.TheAuthoritywillprovidesuchreasonable assistance

asmaybe requestedbythe

of 196


ConcessionaireinascertainingthenatureandextentofsuchrelevantApplicable Laws

andDirectives.

(iii) TheConcessionaireshallindemnifytheAuthority,the

Authority’sofficers,employeesandagents againstall

governmentalpenaltiesandfinespayabletoaCompetentAuthority,together withany

reasonablelegalexpensesincurredin connection therewith,tothe extent arisingoutof

anyfailureofthe Concessionaireoritsemployeestocomply

withanylawordirectiveapplicabletotheProject, the Site and the Assets

duringtheperformanceofthe duties, obligations and responsibilities of the

Concessionaire.

(iv) IftheConcessionaireortheAuthorityfindsanydivergence betweenany Applicable Lawor

Directiveand thetechnicalrequirements under this Agreement, it shallgivetothe

Concessionairea writtennoticespecifying thedivergenceandproceedinaccordance

withthe terms and conditions of this Agreement.

24.10 Joint and Several Liability

IftheConcessionaireis ajointventureoftwoor morePersons,allsuch Persons shall be jointly

and severally liable to the Authority for the fulfilmentoftheterms

ofthisAgreement.ThecompositionortheconstitutionoftheJoint Venture (JV) Members

shall notbealteredwithoutpriorapproval oftheAuthority andasper thespecific

provisionsinthisregardprovidedinthisAgreement.

24.11 Notice

Any notice to be given under this Agreement shall be deemed to have been duly given

upon receipt when in writing and delivered in person, by facsimile transmission, by telex

or by courier, addressed as follows:-

(a) If to the Authority:

In the case of the Authority, all notices shall be given by facsimile or e-mail and

by letter delivered by hand and be addressed to the Engineer – in – Charge,

Public Works Division, Pandharpur,Solapur, 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: ________________________________

of 196


Any Party may change its address provided above for the purpose of this

Agreement by giving written notice to the other Parties of such change in the

manner hereinabove provided.

24.12 Language

The language of this Agreement is the English language. All correspondence, drawings,

designs, design data, Tests reports, certificates, specifications and information shall be

in the English language. All other written and printed matter required for

Implementation, operation and maintenance shall be executed in the English language.

Instructions and notices to the public and staff and all other signs and information

notices shall be in English and Marathi language only.

24.13 No Assignment

This Agreement shall not be assigned by the Concessionaire to any Person, save and

except with the prior consent in writing of the Authority, which consent the Authority

shall be entitled to decline without assigning any reason. The Concessionaire shall not

create nor permit to subsist any Encumbrance, or otherwise transfer or dispose of all or

any of its rights and benefits under this Agreement or any Project Agreement to which

the Concessionaire is a party except with prior consent in writing of the Authority, which

consent the Authority shall be entitled to decline without assigning any reason.

24.14 No Termination

The Parties hereby agree that the Concessionaire shall not exercise its rights, under

Applicable Laws and / or equity, to terminate this Agreement, without the prior written

consent of the Authority.

24.15 Counterparts

This Concession may be executed in 2 (two) counterparts, each of which when

executed and delivered shall constitute an original of this Agreement.

of 196


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

____________

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.

of 196

LIST OFSCHEDULES

I

Scopeof Work

II

Format of Performance Security

III

Calculation Method of Premium

IV

TheSite

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

of 196

SCHEDULE–I

SCOPE OF WORK AND SPECIFICATIONS

TheConcessionaireshallberequiredtodevelop Jan Suvidha Kendra for the Project titled “Design,

Build, Finance, Construction, Development, Implementation, Operation and

Maintenance of the Jan Suvidha Kendra, at BHANDUSHEGAON,TAL-

PANDHARPUR,DIST-SOLAPUR, Maharashtra”

The Concessionaireshall be required to conceptualize anddesign, build, finance, construct, develop,

implement, operate and maintainworld – class, aesthetically pleasing, hygienicandmodernJan

Suvidha Kendra and the Project including without limitation the toilets, facilities for provision of

clean drinking water andhavingallrequired fittings, equipmentand fixturesat the Site including

without limitation:

a. Gents toilets – Urinals – 14 Nos. minimum - W/c - min. 4 including Women’s toilet – 10

Nos. Min. with sanitary napkin disposal system and physically challenged 1 Unit (unisex)

b. Drinking water with RO and water ATM facility.

c. Kitchen and restaurant facility with furniture.

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

e. Shop for servicing of vehicles.

f. Security centre.

g. External and Internal beautification.

h. Children’s play area.

i. Internal roads,

j. Compound wall,

k. Sewage treatment plant and effluent treatment plant.

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

i) Street lights.

ii) Solar lights

iii) Internal electrical installations, with inverter facility.

iv) CCTV installation

v) External electrifications including transformers, DG sets, etc.

m. Paving, parking place, park etc.

n. External water supply.

The followingare theparameters thatshall be ensuredby the Concessionaire:

I. JAN SUVIDHA KENDRA :

a. TheJan Suvidha Kendrashallhaveprovisionforrequiredtoiletseats

menandwomenasspecifiedinthe norms andspecifications.

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

of 196

Area of the Site (in

square feet)

Built up area (in square

feet)

Minimum Built – up

Area (in square feet)

Maximum Built – up

Area(in square feet)

c. The Concessionaire shall develop toilets, to have other basic facilities, such as

hand washing, solid and menstrual waste disposal, baby pad changing table,

proper ventilation, lighting, security system for privacy shall have to be provided

for functional requirement.

d. Toiletsshall have easy accessibility for handicappedandsecureaccessibility for

women.Forpersons with physical disabilities the design should provide facilities

such as ramp for access, hand rail inside the Jan Suvidha Kendra, etc.,

asperspecifications.

e. Standard area covered under the toilet shall be as per the drawings provided by

the Engineer – in – charge. Number of seats can beincreasedor

decreaseddepending upon the specific requirement and availability of space with

the approval of Authority.

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

ensure safety of equipment and installationsas well asthe Users.

g. Designshouldalsotakecareof the requirements of maintenanceand proper

accesses for cleaning of drains shouldbeprovided. Suchaccesses shouldbe leakage

proof to ensure proper hygiene.

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

etc. shall have to be of waterresistant materialsof1stquality. Flooring to be anti –

slip and with proper drainage system.

i. Forsafety/ rescue, break – insof (internal) toilet doorsshould be part of design.

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

disposal of waste shall be encouraged.

k. The words “Jan Suvidha Kendra” in English and Marathi should be prominently

displayed on one panel in front on a properly lighted Billboard of minimumsize

2’x8’.

l. The signage for entry for men, women and physically challenged should be

prominently displayed on the respective entry gates in English, Hindi and

symbols.

of 196

m. Ontheinsideof the toilet, thereshouldbeinformationpanels, prominently and clearly

displaying dos& don’ts, safety instructions, identificationdetails of the toilet,

cleaningschedule, details about complaint registrationsystem 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 panelsshould be in

Marathi and English. The information panels should be of good quality,screen

printed and sufficientsize (small stickers notacceptable). The mounting should be

rugged and tempering proof.

II. DEVELOPMENT CONTROLS:

TheConcessionaireshallberequired toconstruct theproject only intheallotted

space/landasper prevailing byelaws, government rules, designand specifications

approvedby thecompetent authority. Necessary Clearances regarding approach roads

to Project shall be taken from the Competent Authorities.

Following aretheconditionsthat shouldbeensured:

A. CommonInstructions:

a. Theconstruction/installationshouldbeexactlyasperthedesign,plan and

specification asmentioned in Project Report and as approved by the

Authority.

b. The septic tankinthe Jan Suvidha Kendrashould beconstructedinsucha location

to provideaccesstothevacuum truck toremovethe septage if sewer

systemisnot present.

c. Thetoiletconstructionshouldnotcreateunsecurespacesinoraroundit

causingsafetyconcern.

d. Propersewage connectiontobeensuredso thatnowaterloggingor

unhygienicconditionsarecreatedinor aroundthe toilet.

e. Theareaaroundthetoiletto berestoredinpropermannerand nodebris,

buildingmaterial,garbage,brokenpavement/ kerb– stones/interlocking tiles/CC

shouldremain within10metersof the toiletsoconstructed.

f. During the construction, the Concessionaire(or his contractors) shall

ensureproperupkeepforcollectingdebrisandproperscientificdisposal ofdebris.

g. Land/space foroff-site pre– fabrication(ifrequired)shallbeorganizedby

Concessionaireathisowncost.

h. Construction/Installationshouldbeof highqualityandfinishtoensure

propercleaning, maintenancehygiene,preventwaterloggingand

blockagesandtofacilitateeaseof maintenance.

of 196

i. Lightingsystemshouldbeadequateandall fixturesshouldbevandalism– proof.

j. Plumbingshouldbeofgoodquality UPVC /CPVC,waterconserving,andvandalism–

proof.

k. Electricityandwaterconnectionfromutilityagencyshallbeobtainedbythe

Concessionaire.

l. Adequatefire– safetymeasures complying withall fire safety norms

shallbeinstalled and maintained.

m. Concessionairenotonlydependingontheroof toptanks,has alsorequired

toplanundergroundstorage (of water)andpumping arrangements as per

capacity given.

n. Inareaswherefrequentbreakdown/load– sheddingofelectricity

(Concessionaireneed tomakeanassessmentofsuchlocations),

Concessionairemay alsoberequired toplanInverterarrangements.

Generatorcausingairand noisepollutionshallnotbeallowedtobeusedas

analternatesourceofelectricityexceptinexceptional circumstances.

B. Instructionsfor displaying Advertisement for Concessionaire

a. TheConcessionaire shall be required toincludetheadvertisement boards

design to the proposed sites in the Project Report shallbe submitted to

Authority;

b. No Advertisement shallbe displayed by the Concessionaire until the Jan

Suvidha Kendra hasbeen madeoperational. Further, theConcessionaireshall

loose the right to display advertisement whenever the toilet, for any reason,

becomes non – operational;

c. 70% of outsidespace in the plot assigned canbeutilizedfor

Advertisementpurpose; and,

d. The specific parameters with respect to height the display should be as per

laid down in the outdoor advertisementpolicy approved by Hon’ble Supreme

Court/ High Court / Government Resolution thereof. The advertisement

shall also be strictly in accordance with the specificprovisionsaslaid down in

the Authority, Acts, Bye-laws, all other terms& conditionsofallotment and

outdoor advertisement policy of Authority.

e. Theminimum specificationsof thedisplayshall beasfollows:

i. Material: All structures/frameto bemade of galvanized steel.

ii. The structure /frameto be treatedwith hot dip or hot sprays

galvanization.

of 196

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

spot welding at all thenutsto prevent vandalism.

iv. The structure /frameshould be dimensioned to withstand local wind

gusts according toregulations.

v. The structure /frametobe properlypowder coatedfor protection against

rusting.

vi. All materials should be non – flammable.

vii. All sharp cornersshouldbe eliminated.

viii. Parts used should not be fragile and safety secured to its foundation

with 20 mm anchor fasteners or chemical fasteners which make the

furniture morestableandjoint fastenersnot visible from outside.

f. Mandatorydisplayofcertaininformationontheadvertisementsite:

Theadvertisershalldisplay thefollowinginformationonaboardof size2feetby1.5

feeton frontside:

i. Jan Suvidha Kendra / logo

ii. Sitelocationname

C. CIVIL AND JOINERY WORK:

a. RCC structure.

b. Plinth 600mm.

c. External walls 230mm in AAC Block masonry

d. Internal walls 115mm

e. Internally 20mm neeru finished plaster

f. Externally 20mm sand faced plaster

g. 1000 X 1000 mm Rustic Finished Vitrified Tiles

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

i. 600 X600mm Rustic Tiles for flooring in Toilets.

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

k. UPVC doors and all window frames.

l. Toughened glass doors, partitions (frontage of shops).

of 196

m. Sliding windows with glass and UPVC frames.

n. Perforated sheet for Rolling shutters.

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

p. Jaguar plumbing accessories with sensor systems.

q. UPVC/CPVC pipes for piping.

r. Rain water harvest to bore.

s. STP with waste water treatment tank.

t. Solar lights/ LED Lights in entire campus.

u. Fixed granite furniture in pantry.

v. Enough CCTV camera.

w. LED lights in centre.

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

capacity overhead tank.

y. Covered shed for generator, gas storage in separate compartment with

piped gas connections in kitchen.

z. Lustre paint internally and apex paint externally.

aa. Concrete floored roads for parking and in premises.

bb. GRC screen walls @ 15 sqmts.

D. Toilet Unit:

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

be constructedasper relevant IS codes.

b. Cement plaster in ratioof1:4(onecement: 4coarsesand) shall beprovided.

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

colour as approved by Authority.

d. 8”x 12”glazedtiledadoupto7”-00”heightshallbeprovidedexceptinthestore

andentrancearea. The make&colourshallbeasapprovedbyAuthority.

e. Min.4”highskirtingshall beprovidedofthesamematerial asoftheflooring.

of 196

f. Granite framesforalldoorsandwindows.

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

laminatedboardshall beprovided. FRP doors for toilet blocks shall be

provided.

h. Anodised aluminium sliding windowshall beprovided.

i. Washhandbasinsshallbeprovidedinthecountersasindicatedinthedrawing.

j. Thecountershall beof granite.

k. Approachestothetoiletsshallbeprovidedfrompathwaysand adjoiningareasas

feasible.Suchapproachesshallbelaidwithprecastpaver blocksofat least 40mm

thickness.

l. External finishshallbeoffactorymanufacturedprecasttilecladdingofthesizeand

colourtobeapprovedby Authority.

m. Internalwallsurfaceshallbefinishedwithgoodqualityplasticemulsionpaintof

makeandshadetobeapprovedbyEngineer – in – charge.

E. Fittings andfixtures:

a. Theceramicfixturesshall be of first qualitywhite/colouredand of thereputed

makes such as Jaguar/ hindware/ Kohler etc.as approved by Authority.

b. Round/oval washhand basins shall beprovided.

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

Jaquar, Hindware/ Kohler etc. as approvedby Authority.

d. The requirednumbers of EWC andone Indian Type OrissaPan WC

withflushing valve shall be provided. The men and women section should

not be together andshouldbeseparate. Thepans shouldbe manufactured by

acompany 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 challengedpersonbe carvedout in the

toilet block.

e. Liquid soap dispenser shallbe provided for wash hand basin for ladies &

gents use.

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

g. Float makeshall be provided.

h. Waterfilter with RO, water cooler or Mineral water dispenser shallbe

provided for drinking water.

of 196

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

Authority.

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

Authority.

F. Electrical:

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

provided.

b. Plate type switches and accessories of standard make such as Legrand/ MK,

Anchor, etc.

c. Electrical layout drawings shall beapprovedby Authority.

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

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

e. Arrangement of alternate source of energy (Solar energy) shallbe provided

with compatibleelectric 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 approvedby Authority.

b. Water proofing treatment as per PWD specifications shall be provided over

the roof inaddition to the terracing.

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

from Authority.

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

and as permittedby thecivic authorities.

e. The layout and facilities providedshall beuniversal design.

f. The Jan Suvidha Kendrabuilt shouldbephysically challenged friendly.

Note:Themakeandcolourofallfittingsandfixturesshallbesubjecttoapprovalof Authority.

Theallotmentofworkissubjectto modificationsinthespecificationsand complianceof

guidelinesasmaybeprescribedfrom timetotime.

III. Construction Guidelines:

The followingare theconstruction guidelinesshallbeincorporatedandimplementedin

theProjectReportandshallbesubmitted bytheConcessionerforapprovalof Authority:

of 196

a. TheinsideheightofToiletcomplexshould be as per drawings. The layout of the toilet

block would depend on theavailability ofspaceandotherlocalconditions.

b. The sketch plan in the Project Report of the proposed toilet blocks of each site

indicating the minimumspecifications 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

andget itapproved fromcompetentauthority (ies) before startof construction

activity.

c. The floor should slope gently towards the floortrap. The floor of W.C area should

be sunkto avoid the flow of wateroutside the W.C area.

d. Internal finishing shall be done as approved by Authority.

e. All waterpipes, drainage and waste pipes would be concealed.

f. The lay out plan containing sites, orientation etc. of latrines and urinals and

showing plumbinglay out and various fixtures like taps, water closets, cisterns,

sinks, mirroretc. 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 temporaryworks

employed. The Concessionaire shallbe responsible for the safety of the works,

operatives,adjoiningproperty,structures of services and compliance with

appropriate regulations and codesof practice.

h. Theareas aroundeach toilet block shallbeconstructed / installed/ developedby

proper approaches from pedestrianpathways andfrom allsides as feasibleand

paved by paving blocks and same shall be maintained by the Concessionaire

andfree from any obstructions andencroachments. Theadjoining areas upto10

mtrs. Fromthe external face of the toilet block subject to availability of area, shall

be landscaped,kept green & maintained.The area shall be keptwell lighted by the

Concessionaire at hiscost.

i. During construction/installation, all services or utilities on or adjoining the Project

site which are required to be maintained operationalshallbe protected from

movement, subsidence or damagefrom 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

Usersand workman’sas notified under Law.

k. PVCinsulated cables shallbe used in general forinternalwiring purposes as per

Bureau of Indian Standard (BIS) amended upto date and mentioned in the IS

Standard.

of 196

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

(PWD) specifications for class-1building worksandstandardsas given in the

National Building Code (NBC) guidelines.

m. The Concessionaire shall construct structurally sound and aesthetically appealing

facilities to the satisfaction of the Authority as per workingdrawings approvedby

thecompetent authority. However, inareas where deviationsarenecessitateddue

tospace or locational constraints, the Authority shall permit variation.

n. 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,watersupply,sewerage,drainage etc.,indicating covered area,

advertisement area along with inventory of various fittingsand fixtures.

o. The Concessionaire shall plantflowering and othershrubs in the campus and

water them subject to the plan approved by the Authority.

p. Theelectricity andwater charges for construction, running andmaintenanceof

toilet including the adjoining area shall be borne by the Concessionaire and will

be paid directly to the concerned authorities by the Concessionaire.

q. Properarrangement 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

Concessionaireasper trafficpolice requirements at hisown cost.

r. The Concessionaire shall obtain necessary electricity, water and sewerage

connections from the respectiveauthoritiesinhis/ her ownnameand shall be

responsible forclearance of all the dues forthe contract period, in time. On the

part of the Authority, only a‘NoObjectionCertificate’shallbe

issuedonaspecificrequest, toenabletheConcessionairetoobtainelectricity / water /

sewerage connectionsin his/ her name or in the name of his/ her firm. Proper

sewerage/ drainagetreatment shall bedoneby theConcessionaire,

whereverrequired.

s. The Concessionaire shall take all precautions to avoid any accidents during

construction / repair /maintenance / operation of the toilet blocks, electrical/

sanitary fittings andfixtures. If any accident occurs during construction / repair /

maintenance / operationof Public Conveniences /fittings and fixtures, the

Concessionaireshallbedirectly responsible for thedamages or any other

consequences, whatsoeverand Authority shall be kept harmless.

IV. Operation and Maintenance Guidelines:

a. The Jan Suvidha Kendra shall remain open 24 hoursa day including Sunday and

holidays except under exceptional circumstances when this is not possible.

of 196

b. The designated premises shall be serviced,cleaned and maintained according to

the Authority’s requirements on all 7 days of the week with no exceptions except

in the case of Force Majeure as specified in this Agreement.

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

operation.

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

and its fixtures.

e. TheConcessionaireshallfurnishthenames of thepersons whohavebeen appointedas

attendant/caretaker for thetoilet blocks andtheir names willbe registered with the

Authority. The said attendant/caretakerof the Concessionaire shall not allow any

otherperson to occupy the toilet blocks.

f. The Concessionaire shall ensure that each toilet structure displays a sign saying

“built and maintained by M/s < Concessionaire> for Authority along withthe logo

of Authorityand well lit “Community toilet” prominently on the walls. The height

of these letters shall be at least 15 cms.

g. The Concessionaire will not allow any person to use Public Convenience for

residential purpose or for stocking of any material etc, and not keep any animal

in or around the complex other than two attendants–cum – sweepers at each

toilet block, one for men and second forwomen to ensure continuousservice.

V. Maintenance schedule andstandards

TheConcessionaireshall adheretotheconditionsset out inTable1and Table2below: Table-

1

Utility Service Output Maximum Tolerance

Level

Permissibletimeli

mitfor

repairs/

rectifications Toilet floor Smooth and free

from cracks,

chippingor any other

similar damage.

Keep clean,dry,

withoutany litter,

stainetc.

Nil Repaired/rectifiedwit

hin7

day.

Debris/garbage/othe

r litter shall be

removed

immediatelyupondet

ection

Damaged/dysfunctio

nal

dustbins/spittoonssh

allbe

repaired/replaced

immediately upon

of 196

Advertising

panels and

supporting

structures

No Cracks,

breakages or

corrosion ofmetal

surfaces

Nostains

No

defaced/discoloureds

urface

Notmorethan5%of

surface shallbe

damaged/defaced/discol

oured,subject to, the

damaged/defaced/discol

oured area not

exceedinga maximum

areaof1Sqm inone

singlepatch.

Repaired/rectified

within 7

daysfromdetection

Chairs/seats Shallbecleanand

freefrom Damage

Nil Repair/replacein2day

s

Information

boards/sign

ages

Visiblelegibleand

functional

Nil Obstructions shall

be

removedimmediatel

y upon thedetection

Dirty information

boards/signageshall

be cleaned

immediatelyupon

thedetection

Damaged

information

boards/signageshall

be

repaired/replaced

within24

hoursofdetections

of 196

Lights All lights fully

functional and

illuminationasper

construction

requirements

100%ofthelightshall

befullyfunctional

Any faulty light

bulb/tube shall be

repaired/replaced

within 24 hours of

detection

Table– 2

No. Particulars Specifics

1 Replacementofworn/damagedallplumbing

fittings on regular basis as and when

damagedbroken/

Bib cocks, Urinal push cocks,

all

CPfittings, Orissapans,

European waterclosets,wash

basinsurinal pans,flush

tanks,floatvalves,GI pipe

fittings, Nahani Traps,

Gratings

2 Replacement of damaged/spoiled all

electricalfixturesonregular basisasand

whendamaged/broken

Lightfixture,Electricalbulbs,bul

k headlights,

fuses,MCB’s,Meters.

3. Regular repairsasandwhendamaged Waterliftingpumpsandaccesso

ries,

waterlevel controller

of 196

4. Attending regular repairs Clearing the blockages in

water closest/sanitary line.

5. Replacementofother fixtures Towel rods/ring, C.P soap

Dispensers, Broken mirrors,

CP paperholders

6. Replacementofpipesdamages/ Broken All exposed GI, soil pipes,

PVC pipes.

7. Replacement of RO unit

VI. Maintenance of Records

TheConcessionaireshall maintainall therecordsof:

a. Thebillspaid toserviceproviderslikewater andpowersupplyetc.;

b. RecordonnumberofUsersusing theJan Suvidha Kendra;

c. ASuggestionBookfor theUsers; and,

d. The Concessionaire shall maintain proper books of accounts of the advertisements displayed

from time to time submit details of the same at time of making payment of advertisement

tax and produce the relevant books of accounts, as and when specifically required by the

Authority.

Thetoiletunitshouldbekeptodourfreebycarryingoutthefollowing activities:

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

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

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

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

and,

of 196

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 mustbekeptdryatall timesinthefollowingmanner:

a. Thesanitaryfixturewillbedryatalltimessoastogivethesamequalitytoall customers.

b. Theseatfor theEWCwill bekept dry.

c. Allthefixtureswillbekeptcleanatalltimessoastogiveeverycustomerthe

samequalityofcleanlinessofthefacility.

d. Periodicflushingoftheurinal,andperiodiccleaningbythestaffusingstandard

cleaningagentsandprocedures.

e. Periodiccleaning of theWC’sbythestaff using standard cleaningagents and procedure.

Public convenience will be provided with good quality consumables, including the following:

a. Theliquidsoap/soapcakesofstandardqualityandmake,whichwillbeprovidedin thewashbasins;

b. The publicconvenience rollswill beofstandardqualityand make; and,

c. Thequalityofhanddriersaremaintainedinproperconditionforthecustomer’s usage.

Theconsumablestobeavailableatalltimesandwillbereplacedassoonasrequired. To facilitate

this,enoughstockofthe consumablesforatleasta weekwillbemade availableatall times.Thiswill

include:

a. Replacementofall consumablesasandwhen required.

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

specifications anddesign.

c. Providecleananddryconsumablesfor eachcustomer.

d. TheConcessionaireshallhavekeptandmaintainatthepublicconveniencean inspection

cardcontaining thefollowingdetails:

No PARAMETERS YES N

O

N

A

I CATEGORYA

1 Watersupply

2 Electricity

3 DrinkingWater

of 196

II CATEGORY –B

1 Toilet Block - Interior;Odourfree

2 Flooring; Dry&Clean

3 Consumables: Adherence toquality

recommended

4 Exhaust fans&automatichanddriers

5 Advertisement - adherence tostandards

6 Consumables: Stockasperstandards

7 Dresscode/ Uniform - Adherencetostandards

8 Availabilityofcleaningequipments

9 Bookkeeping- SuggestionBook&complaint

register

III CATEGORY –C

1 Walls; Dry&Clean

2 WashbasinDry&Clean

3 Litterbins;Clean

4 Windows;Clean

5 Door;Clean

6 Glass(Windows&ventilators); Clean

7 Mirror; Clean

8 Waitingarea;Clean

9 Litterbinclean

10 LandscapingMaintenance

11 External buildingSurface Clean

12 SurroundingsClean

13 Ticketsformat - adherence tostandards

14 Bookkeeping- Consumablesstock

15 Behaviourofstaff

16 Communication

of 196

SCHEDULE– II

FORMAT OF PERFORMANCE SECURITY

(BankGuarantee)

PERFORMANCEBANKGUARANTEE OFCONCESSIONAIRE

Bank Guarantee No.: Dated:

IssuerofBankGuarantee:

Name of the Bank

____________

____________

(hereinafter referred to as the “Bank”)

BeneficiaryofBank Guarantee:

Executive Engineer, Public Works Division, Pandharpur,Solapur

NatureofBankGuarantee:

Unconditional andirrevocableBankGuarantee.

ContextofBankGuarantee

Performance during Concession Period in respect of draft Agreementto be executed amongst the Executive

Engineer, Public Works Division, Pandharpur,Solapur(“hereinafterreferredtoastheAuthority),

and(hereinafter referred to as the “Concessionaire”)fortheProjecttitled “Design, Build, Finance,

Construction, Development, Implementation, Operation and Maintenance of the Jan Suvidha

Kendra, at AT BHANDUSHEGAON,TAL-PANDHARPUR,DIST-SOLAPUR,

Maharashtra”(hereinafterreferredto asthe“Project”),providedhowever,suchcontextoftheBank

Guaranteeorreference totheAgreementin thisBankGuarantee shallinnomannerbe relieduponatanystage

toadverselyaffectordilutetheunconditional andirrevocable natureofthisBankGuarantee.Thetitleofthis

Guaranteei.e.“PerformanceSecurity” shallinnomannerandatnostagebe

reliedupontoadverselyaffectordilutethe unconditional andirrevocablenatureofthisBankGuarantee.

TheContractofBank GuaranteeisanindependentContractbetweentheBankandExecutive Engineer, Public

Works Division, Pandharpur,Solapurandisnotdependentuponexecutionorperformance ofany Agreement

amongst Executive Engineer, Public Works Division, Pandharpur,Solapurand

__________________________________ (nameof theConcessionaire).

Operativepart of theBank Guarantee:

1. At the request of the Concessionaire, we __________,

(nameandaddressofthebank),hereinafterreferredto asthe “Bank”),do hereby unconditionally

andirrevocably affirmandundertake thatwearetheGuarantorandareresponsibletotheExecutive

Engineer, Public Works Division,

Pandharpur,Solapuri.e.thebeneficiaryonbehalfoftheConcessionaire,uptoa

totalsumofRs.____________________________(Rupees_____________________________only),s

uch sumbeingpayablebyusto(shortform oftheULB_____________________), immediately

of 196

uponreceiptoffirstwrittendemandfromtheExecutive Engineer, Public Works ________ Division,

________

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

Division, Pandharpur,Solapur demand from and without any cavil or argument or delaying tactics or

reference by us to Concessionaire and without any need for the Executive Engineer, Public Works

Division, Pandharpur,Solapurto convey to us any reasons for invocation of the Guarantee or to

prove the failure to perform on the part of the Concessionaire or to show grounds or reasons for

the demand or the sum specified therein, the entire sum or sums within the limits of Rs.

______________________ (Rupees ________________________________ Only).

3. We hereby waive the necessity of the Executive Engineer, Public Works Division,

Pandharpur,Solapurdemanding the said amount from Concessionaire prior to serving the Demand

Notice upon us.

4. We further agree and affirm that no change or addition to or other modification to the terms of the

Agreement, shall in any way release us from any liability under this unconditional and irrevocable

Guarantee and we hereby waive notice of any such change, addition or modification. We further

agree with the Executive Engineer, Public Works Division, Pandharpur,Solapur, that the shall be

the sole and the exclusive judge to determine that whether or not any sum or sums are due and

payable to him by Concessionaire, which are recoverable by the ( ), by invocation of this

Guarantee.

5. This Guarantee will not be discharged due to the change in constitution of the Bank or the

Concessionaire. We undertake not to withdraw or revoke this Guarantee during its currency/

validity period, except with the previous written consent of the______________________.

6. We unconditionally and irrevocably undertake to pay to the_____________ , any amount so

demanded not exceeding Rs. _______________ (Rupees __________________________ only)

notwithstanding any dispute or disputes raised by Concessionaire or anyone else in any suit or

proceedings before any dispute review expert, arbitrator, court, tribunal or other authority, our

liability under this Guarantee being absolute, unconditional and unequivocal. The payment so made

by us under this Guarantee to the______________, shall be a valid discharge of our liability for

payment under this Guarantee and the Concessionaire shall be a valid discharge of our liability for

payment under this Guarantee and the Concessionaire shall have no claim against us for making

such payment.

7. This unconditional and irrevocable Guarantee shall remain in full force and effect andshall remain

valid until ___________. This Bank guarantee shall be payable at city of the Public Works Division,

Pandharpur,Solapur, at ____________ branch of the bank ____________________

Notwithstandinganythingcontainedherein:

1. OurliabilityunderthisBankGuaranteeshallnotexceedIndianRs.__________________(Rupees_______

__________________________only).

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

3. We areliabletopay theguaranteedamountoranypartthereofunderthis

unconditionalandirrevocableBankGuaranteeonlyandonlyifthe Executive Engineer, PW.________

Division servesuponusawrittenclaimordemandonor before ______________.

of 196

Authorized Signatory for Bank

of 196

SCHEDULE–III

CALCULATION METHOD FOR PREMIUM

Premium shall be calculated for as per following method:

This example is for illustration purpose, one should run financial model for the calculation.

Sr. No. Particulars Unit Amount

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

Calculations

Rs. 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

Table P-1

Year Period Rent Increase for the year

IRR % NPV

From To

1 01-06-17 31-05-18 500000 0% 12% 446429

2 01-06-18 31-05-19 550000 10% 12% 438457

3 01-06-19 31-05-20 605000 10% 12% 430627

4 01-06-20 31-05-21 665500 10% 12% 422937

5 01-06-21 31-05-22 732050 10% 12% 415385

6 01-06-22 31-05-23 805255 10% 12% 407967

7 01-06-23 31-05-24 885781 10% 12% 400682

8 01-06-24 31-05-25 974359 10% 12% 393527

9 01-06-25 31-05-26 1071794 10% 12% 386500

10 01-06-26 31-05-27 1178974 10% 12% 379598

11 01-06-27 31-05-28 1296871 10% 12% 372819

12 01-06-28 31-05-29 1426558 10% 12% 366162

13 01-06-29 31-05-30 1569214 10% 12% 359623

14 01-06-30 31-05-31 1726136 10% 12% 353202

15 01-06-31 31-05-32 1898749 10% 12% 346894

Present Value of

Land Rent 5920809

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

Table P-2

Ye Period Ready Multip ( Land Rent Revise Original Differe

of 196

ar reckoner

rate at the

begining of

the year

lier Aquisit

ion

Value)

al

Inco

me

(%)

d

Rental

Incom

e

Rental

income

considered

for financial

model

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,

669

8.00

%

2,311,8

14 1726136 585678

of 196

15

01-

06-31

31-

05-32 6501975

5.00

32,509,

877

8.00

%

2,600,7

90 1898749 702041

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

of 196

SCHEDULE–IV

THE SITE

Sr.

No. District Name of road Location

Available

area of

Land ( Sq.

M)

P.W. Circle Solapur.

1. Solapur Malshiras Pandharpur Road NH

965

BHANDUSHEGAON 2000

of 196

SCHEDULE–V

FORMAT OF AUDIT REPORT

Check list and Mark list for Audit

No PARAMETERS Maximum

Marks

Marks

Obtained

I Group A - 101

1 Drinking Water 30

RO In working condition 6

Regular Servicing of RO 6

Cleaning of water storage tank 6

Water glass availability 6

Leakages and cleanliness at Water drinking area 6

2 Toilet Facility 30

Toilet Block - Interior; Odour free 6

Condition of CP Fixture, pipes, washbasin, Mirror 3

Flooring; Dry & Clean 3

Exhaust fans & automatic hand driers 3

Soap Dispenser 3

Availability of cleaning equipment 3

Storage Tank and Water Supply 3

Leakages of Water Tap, plumbing Leakages 3

Cleaning Register 3

3 Parking 10

Parking space availability 3

Parking management 2

Condition of Shed 3

Condition of Pavement, Marking 2

4 Electrification in premises 10

Lighting in Parking area 2

Lighting in Toilets 2

Lighting in Canteen 2

Lighting in Porch 2

Lighting on Advertising Area 2

5 Overall Cleanliness 21

Overall Premises, Odour free 10

Dress code / Uniform for housekeeping staff- Adherence to

standards

5

Dustbin 6

of 196

II Group B 99

1 Structure

Status of Fabricated Structures - 20

Advertising Flex, 5

Parking Shed, 5

Entrance Gate, 5

Mobile Tower 5

2 Civil Work 32

External Walls 4

Internal Wall 4

Compound Wall, 4

External Paints 4

Internal Paints 4

Doors, Windows, Shutters, Ventilators 4

Underground Water tank 4

Roof, Ceiling, Tensile structure 4

3 Electrical 12

Overall Internal Electrical Installations 4

Street lights 4

D G Set, inverter, power back up 4

4 Misc 14

Landscaping 3

Children Play area 3

Book keeping - Suggestion Book & complaint register 3

Information and Display Board 3

Behaviour of staff 1

Communication 1

5 Canteen 21

Sufficient Furniture in restaurant 3

Cleanliness in Restaurant area 3

Cleanliness in Kitchen area 3

Licence from Food & Drug Authority 3

Quality of Food 3

Consumables: Stock as per standards 3

Consumables: Adherence to quality recommended 3

III Total Group A + Group B 200

of 196

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

Sr. No. Particulars Negative marks

1. Employed any labour not permissible as per Article

10 of this agreement

40 marks

2. Has not taken any of necessary permission as

required as per Article 10 of this agreement

40 marks

3. Has done any activity beyond sanction design/plan,

in contravention with Applicable Laws, the terms

and conditions of this Agreement, the Clearances

and Good Industry Practice.

40 marks

4. Has done construction / development beyond the

land allotted to Concessionaire

40 marks

of 196

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

_________________________

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

2. Your request letter no.____ dated____

3. Report from Deputy Engineer_____ dated _____

Sir,

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

Kendra at ____________ has been successfully completed by you. Details of the same are as

follows;

1. Bid Due Date

2. Reference Date for Bid Price

3. Appointed Date

4. Construction Period

5. COD

6. Operations Period

7. Concession Period

8. Concession Period Closure

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

10. Amount of Performance Security deposit not to be released

till termination

11. Whether project constructed on allotted land?

12. Is construction as per specification?

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

annexure)

13. Whether all services are working?


annexure)

14. Project Completion cost (Excluding cost as per sr no.

9, Interest during construction if any)

Breakup of the same is as follows

a. Cost of Civil Structure

of 196

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,

Public Works Division No. 2,

Solapur

of 196

SCHEDULE – VII

FORMAT FOR WORKING OF PREMIUM PAID


At the time of

Bid

Year Period Rent Increase

for the

year

ROI % NPV

From To

1 01-06-17 31-05-18 512000 0% 12% 457143

2 01-06-18 31-05-19 563200

10% 12% 448980

3 01-06-19 31-05-20 619520

10% 12% 440962

4 01-06-20 31-05-21 681472

10% 12% 433088

5 01-06-21 31-05-22 749619

10% 12% 425354

6 01-06-22 31-05-23 824581

10% 12% 417758

7 01-06-23 31-05-24 907039

10% 12% 410298

8 01-06-24 31-05-25 997743

10% 12% 402972

9 01-06-25 31-05-26 1097517

10% 12% 395776

10 01-06-26 31-05-27 1207269

10% 12% 388708

11 01-06-27 31-05-28 1327996

10% 12% 381767

12 01-06-28 31-05-29 1460796

10% 12% 374950

13 01-06-29 31-05-30 1606875

10% 12% 368254

14 01-06-30 31-05-31 1767563

10% 12% 361678

15 01-06-31 31-05-32 1944319

10% 12% 355220

Present Value of

Land Rent 6062909

of 196

SCHEDULE – VIII

CONSENT FOR SUB LETTING

-------- on the letter head of Executive Engineer ------------

To,


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

located at _________________________

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 _________________________, this office is issuing you the No

Objection certificate, credentials of the same are as follows,

Name of tenant

Status of Tenant Individual / Partnership Firm

Communication address

Permanent Address

Contact Person

Contact Number

Email Id

Name of Business activity

Business activity

Number of labour / staff employed at the unit

Female staff employed

Business hours

Period of agreement From ----------- to ------------

You may please note that, period of agreement mentioned above shall be ending with earliest

of following,

a. Termination date of the project ( if any)

b. Concession Period Closure

c. End of agreement date as per your agreement with your tenant.

In case of any event prior to end of your agreement with your tenant, where you are required

to hand over the project to the department, the tenant is required to vacate the premises

allotted to him without any claim.

of 196

SCHEDULE – IX

FORMAT FOR AGREEMENT COMPLETION CERTIFICATE


Date _____

To,


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

_________________________

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



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

Sir,

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

Kendra at ____________ has been successfully completed by you and Concession / agreement

/ operation period for the same has been completed.

Details of the same are as follows;

1. Bid Due Date


3. Appointed Date


5. COD





10. Details of structure and furniture handed over to authority

has been annexed herewith as separate annexure along with

photographs

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

_____________________________

For,

Executive Engineer,

Public Works Division, Pandharpur,Solapur

Authorised representative of Concessionaire

_________.

of 196

SCHEDULE – X

FINANCIAL MODEL AND VARIOUS FORMATS FOR CALCULATION OF

TERMINATION PAYMENT

of 196

SCHEDULE – XI

PROVISIONAL COMPLETION CERTIFICATE

(Format of Certificate to be issued by Executive Engineer as per the Agreement for

Provisional Completion of construction work of Jan Suvidha Kendra)


Date _____

To,


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

_________________________

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



Sir,

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

Kendra at ____________ has been successfully completed by you. Details of the same are as

follows;

1. Bid Due Date


3. Appointed Date


5. COD





10. Amount of Performance Security deposit not to be released

till termination

11. Whether project constructed on allotted land?

12. Is construction as per specification?


annexure)

13. Whether all services are working?


annexure)

14. Project Completion cost (Excluding cost as per sr no.

9, Interest during construction if any)

Breakup of the same is as follows

of 196

d. Cost of Civil Structure

e. Cost of Furniture

f. Cost of Kitchen Equipments

g. 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,

Public Works Division, Pandharpur, Solapur,

of 196

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, Pandharpur,Solapur, (hereinafter referred to as the “Licensor”)

whichexpressionshall,unlessthecontext otherwise requires,includeitsadministrators,

successorsandassigns)of theONEPART;

AND

___________________________________ LIMITED,acompanywithin the meaning of

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

__________________________ andhavingitsregistered office at

_______________________________________________________ (hereinafter referred to as

the “Licensee” which

expressionshall,unlessthecontextotherwiserequires,includeitssuccessorsandpermittedassigns)ofthe

OTHERPART.

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

each, individually as a “Party”.

WHEREAS

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

_____________________ (the “Concession Agreement”) whereunder the Licensee

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

IMPLEMENTATION, OPERATION AND MAINTENANCE OF THE JAN SUVIDHA

KENDRA, AT __________, MAHARASHTRA” (“Project”).

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

immovable assets thereon) at _______________________, 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

of 196

1.1 Definitions

In this Land Licence Agreement, the following words and expressions shall unless

repugnant to the context or meaning thereof, have the meaning hereinafter

respectively assigned to them:

“Applicable Permits” means all clearances, permits, authorizations, consents and

approvals required to be obtained or maintained under applicable laws in connection

with the Site and the Project during the subsistence of the Land Licence Agreement;

“Encumbrance” means any encumbrance such as an easement, right of way, licence,

mortgage, charge, pledge, lien, hypothecation, pre-emptive right or security interest,

assignment, privilege or priority of any kind having the effect of security or other such

obligations, whether or not registered and howsoever arising, including by statute or

common law;

“Licence Fees” shall have the meaning as ascribed to it in the Concession Agreement;

“Site” shall have the meaning set forth in Recital (B); and

“Term” shall have the meaning set forth in Clause 3.

1.2 Interpretations

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

otherwise:

(a) the Recitals and the Annexes to this Land Licence Agreement form integral part

of this Land Licence Agreement and will be of full force and effect as though they

are expressly set out in the body of this Land Licence Agreement;

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

not in derogation with the terms of the Concession Agreement;

(c) the rules of interpretation in Clauses 1.2, 1.3, 1.4 and 1.5 of the Concession

Agreement shall apply, mutatis mutandis, to this Land Licence Agreement; and

(d) the words and expressions beginning with capital letters and defined in this Land

Licence Agreement shall have the meaning ascribed thereto herein, and the

words and expressions used in this Land Licence Agreement and not defined

herein but defined in the Concession Agreement shall, unless repugnant to the

context, have the meaning ascribed thereto in the Concession Agreement.

2. Grant of Licence and possession

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

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

2.2 In consideration of the Licence Fee and the obligations, undertakings, covenants and

warranties of the Licensee under the Concession Agreement, the Licensor grants on

leave and licence basis to the Licensee and the Licensee hereby accepts the said leave

and licence from the Licensor, on an ‘as is where is’ basis, free from Encumbrances, of

of 196

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 It is expressly agreed and understood by the Licensee that this is a bare license and

nothing herein contained shall ever be construed to create any interest, right of

tenancy, sub – tenancy, leases or sub – leases in favour of the Licensee and the

juridical possession of the Site shall at all times remain vested with the Licensor and the

Licensee shall at no time claim any right, title or interest, whether as tenant, sub –

tenant or any other similar status, in the Site or any part thereof.

3. Term

The Licence granted in pursuance of this Land Licence Agreement shall be for the

period upto the Transfer Date or earlier termination in terms of the Concession

Agreement (the “Term”).

4. Licence Fee

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


5. Use of Site

5.1 During the Term of this Land Licence Agreement, the Licensee agrees to use the Site

only for the carrying out the Project in accordance with the Concession Agreement.

5.2 The Parties agree that the Licensee may, with the approval of the Licensor, and in

addition to the above stated purposes, utilise the Site for any other purpose(s), which

in the Licensee’s opinion is:

(a) conducive or incidental to operation and management of the Project;

(b) enhances the efficiency of the Project;

(c) improves the commercial viability of the Project; and/or

(d) facilitates further investment in and around the Site.

5.3 The Land Licence Agreement shall be co-terminus with the Concession Agreement.

Upon termination, of the Concession Agreement, possession of the Site shall be handed

over to the Licensor in terms of the Concession Agreement.

6. Licensee’s obligations and covenants

Licensee hereby covenants, agrees and represents that:

of 196

(a) upon execution of this Land Licence Agreement and subject to the terms

thereof, the Licensee shall accept the Site in the condition it is handed over and

undertakes to use the same only for the purposes as enlisted in Clause 5 of this

Land Licence Agreement;

(b) this Land Licence Agreement has been duly authorized, executed, and delivered

by the Licensee after fulfilling all legal formalities and constitutes its legal, valid

and binding obligation;

(c) during the Term of the Land Licence Agreement, the Licensee shall pay the

Licence Fee in accordance with terms and conditions set out in this the

Concession Agreement and shall observe and fulfil each of its obligations and

covenants set forth herein;

(d) during the Term of the Land Licence Agreement, the Licensee shall undertake

the development of the Site, and other works which in the reasonable opinion

of the Licensee would be required for and in relation to the Project, and obtain

necessary approvals/clearances from the appropriate authorities for the same;

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

electricity and from the appropriate authorities;

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

under the applicable laws;

(g) it shall pay all taxes, service tax, cesses, assessments and levies in respect of

the Site, which are leviable at any time during the Term of the Land Licence

Agreement;

(h) it shall not create any lien, charge or Encumbrance on the Site, except as

permitted in this Land Licence Agreement, without prior approval of the

Licensor;

(i) it shall, indemnify the Licensor in respect of any charges, deposits and other

monies levied by third parties for and in relation to the provision by such third

parties to the Licensee of water, electricity, telephone, communication and

other facilities and in relation to any and all third party claims made with

respect to the Site;

(j) it shall (i) keep and maintain the Site and the buildings and structures thereon

in good and habitable condition at all times, (ii) provide office space for about

10 officials/staff in the administrative building for the purpose of maintenance

monitoring office by the Licensor and (iii) shall ensure that the Site shall be free

from encroachments at all times and to the extent that there occur any

encroachments on the Site, it shall make diligent efforts to remove such

encroachments from the Site, as soon as practicable;

(k) it shall take all necessary care to keep the premises neat and clean and in

sanitary conditions consistent with the environment and cleanliness of a world

class facility; and

of 196

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

hand over possession of the Site to the Licensor.

7. Stamp duty and registration charges

Subject to the exemption or waiver, if any, granted by the Licensor or any other

authority, the Parties agree that all stamp duties and registration charges payable in

respect of the Licence contemplated herein shall be to the account of and borne by the

Licensee.

8. Indemnities and limitation of liability

The Licensee shall fully indemnify, defend and hold harmless the Licensor, its officers,

servants, agents, against any and all suits, proceedings, actions, demands, claims and

liabilities, which may be incurred or suffered by the Licensor and which may arise out of

or as a result of any of the following causes:

(a) any breach by the Licensee of any of its obligations, covenants, agreements,

representations or warranties set forth in this Land Licence Agreement;

(b) any loss of property, damage to property, personal injury or death occasioned

to or suffered by any person, to the extent that the damage to or loss of

property or the personal injury or death is caused willfully or negligently by the

Licensee; and

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

and/or Applicable Permits.

9. Assignment

The Licensee shall not, without the Licensor’s prior written consent, transfer, assign, or

grant any form of security over any of its rights or obligations under this Land Licence

Agreement.

10. Governing and Jurisdiction

The provisions of the Governing Law and Jurisdiction clause as set out in the

Concession Agreement shall be deemed to have been incorporated in this Land Licence

Agreement and shall mutatis mutandis apply to this Land Licence Agreement.

11. Dispute Resolution

The provisions of the Dispute Resolutionclause as set out in the Concession Agreement

shall be deemed to have been incorporated in this Land Licence Agreement and shall

mutatis mutandis apply to this Land Licence Agreement.

12. General Provisions

12.1 Entire Agreement

The Concession Agreement and this Land Licence Agreement together with the

Annexes, constitutes the entire agreement between the Parties with respect to the

of 196

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) shall not operate or be construed as a waiver of any other or subsequent

default hereof or of other provisions of or obligations under this Land Licence

Agreement;

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

representative of the Party; and

(c) shall not affect the validity or enforceability of this Land Licence Agreement in

any manner.

12.2.2 Neither the failure by either Party to insist on any occasion upon the performance of the

terms, conditions and provisions of this Land Licence Agreement or any obligation there

under nor time or other indulgence granted by a Party to the other Party shall be

treated or deemed as waiver of such breach or acceptance of any variation or the

relinquishment of any such right hereunder.

12.3 Severability

If for any reason whatever, any provision of this Land Licence Agreement is or becomes

invalid, illegal or unenforceable or is declared by any court of competent jurisdiction or

any other instrumentality to be invalid, illegal or unenforceable, the validity, legality or

enforceability of the remaining provisions shall not be affected in any manner, and the

Parties will negotiate in good faith with a view to agreeing to one or more provisions

which may be substituted for such invalid, unenforceable or illegal provisions, as nearly

as is practicable to such invalid, illegal or unenforceable provision. Failure to agree upon

any such provisions shall not be subject to the Dispute Resolution Procedure set forth

under this Land Licence Agreement or otherwise.

12.4 Specific Performance

In the event of default or breach in performance of obligations by any Party, the Party

not in default or breach shall be entitled, without prejudice to its other rights and

remedies, to seek and enforce specific performance of this Land Licence Agreement.

12.5 Expenses

Each Party shall pay its own costs and expenses (including, without limitation, the fees

and expenses of its agents, authorised representatives, advisors, counsel and

of 196

accountants) necessary for the negotiation, preparation, execution, delivery,

performance of and compliance with this Land Licence Agreement.

13. Notices

The provisions of the Noticeclause 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 BHANDUSHEGAON,TAL-PANDHARPUR,DIST-SOLAPUR,

Maharashtra

All that piece and parcel of the land admeasuring 2500sq mtrs including the buildings,

structures and works thereon located at BHANDUSHEGAON,TAL-PANDHARPUR,DIST-SOLAPUR,

Maharashtra bearing Survey No. 872/2 in the Registration District of Solapur with the following

delineation:

Bounded by:

North: 872 / Remaining

South: Malshiras Pandharpur Road NH 965

East: 872 / Remaining.

West:872 / Remaining

of 196

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 ________

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

********** Instructions for use of this financial model **********

1 Fields marked with green color are required to be filled up.

2 Multiplier for land acquisition value of property is calculated as follows;

d. After this, collector has an option to increase this value by 25% in case of negotiation.

Therefore in this model, ready reckoner value is taken as base for calculation.

a. Average of rate as per sale deed executed for surrounding area is taken for last 3 years.

Then average of top 50% of deeds is calculated and compared with average of ready

reckoner rate for last 3 years for that area. Maximum of both is taken for valuation as base

value.

b. The base value is multiplied by 2 (multiplier 2 is for village area and majority of land

available with PWD and offered for Jansuvidha Kendra are in village area only) and cost of

structure in the land premises is added.

c. Value calculated as per point b above is again multiplied by 2 to arrive at Land

acquisition cost.

Page 1 of 15

Project Specific Assumptions

Area of Building Sq. Mtr. 400

Per Sqm cost INR 47000

Cost of construction INR ( Lacs) 188.00

Estimated one time premium for Land INR ( Lacs) 60.63

Total Investment INR ( Lacs) 248.63

Bid Due Date Date 31/08/2016

Reference Date for Bid Price Date 30/08/2016

Appointed Date Date 01/12/2016

Construction Period Months 6.00

COD Date 01/06/2017

Operations Period Years 15.00

Concession Period Years 15.5

Concession Period Closure Date 31/05/2032

Financial Assumptions

Tenure of Term Loan Years 8.0

Interest Rate assumed %age 12.00%

Financing Charges %age of debt mobilised2%

Debt %age 70.0%

Equity %age 30.0%

Moratorium Period Years 0.5

Repayment Start date Date 1-Dec-17

Repayment End Date Date 1-Dec-25

Depreciation Rate - SLM 6.67%

Income Tax Rate 30.9%

Ready Reckoner rate for the land for the project as on date 1280000

Multiplier for Market Value ( Land Aquisition Value) 5.00

Market Value of the Land as on date ( Land Aquisition Value) 6400000

Rent for year 1 % 8%

Rent for year 1 Rs 512000

Location: BHANDUSHEGAON , Malshiras Pandharpur Road NH 965, Solapur

Project Name: Construction of Jansuvidha Kendra

Page 2 of 15




Area Break up

Total Built up area Sq mtr 500

Area for Toilet Sq mtr

Area for Parking Sq mtr

Area for Canteen Sq mtr 120

Area for Shops Sq mtr 500

Open area Sq mtr

Out of above, area which can be offered for rent Sq mtr 620

Expected rent per sq. Mtr. Per month for Canteen Rs 30

Expected rent Per month for Canteen 3600

Expected rent per sq. Mtr. Per month for Shops Rs 25

Expected rent Per month for Shops Rs 12500

Monthly rent received from Leasing of premises 16100

Annnual Increase in Rent - leased out premises 15%

Area available for advertisment

Front area - Flex advertising Sq ft 320

Front area - Flex advertising Rate per square ft Rs/Sq ft 350

Left side area - Flex advertising Sq ft 400

Left side area - Flex advertising Rate per square ft Rs/Sq ft 262.5

Right side area - Flex advertising Sq ft 400

Right side area - Flex advertising Rate per square ft Rs/Sq ft 262.5

Back side area - Flex advertising Sq ft 320

Back side area - Flex advertising Rate per square ft Rs/Sq ft 87.5

Total Rent per month from Flex Advertising 350000

Totla monhtly rental income 366100

Monthly Expenses

Water bill Rs/Month 2000

Housekeeping Expenses Rs/Month 10000

Salary Rs/Month 12000

Electricity Expenses Rs/Month 0

Any Other Expenses Rs/Month

Municipal Taxes Rs/year 10000

Annual Increase in Expenses 10%

Annual Increase in Rent - payable to department 10%

Page 3 of 15

Working for calculation of rent

Year Rent ROI % NPV

From To

1 01/06/2017 31/05/2018 512000 0% 12% 457143

2 01/06/2018 31/05/2019 563200 10% 12% 448980

3 01/06/2019 31/05/2020 619520 10% 12% 440962

4 01/06/2020 31/05/2021 681472 10% 12% 433088

5 01/06/2021 31/05/2022 749619 10% 12% 425354

6 01/06/2022 31/05/2023 824581 10% 12% 417758

7 01/06/2023 31/05/2024 907039 10% 12% 410298

8 01/06/2024 31/05/2025 997743 10% 12% 402972

9 01/06/2025 31/05/2026 1097517 10% 12% 395776

10 01/06/2026 31/05/2027 1207269 10% 12% 388708

11 01/06/2027 31/05/2028 1327996 10% 12% 381767

12 01/06/2028 31/05/2029 1460796 10% 12% 374950

13 01/06/2029 31/05/2030 1606875 10% 12% 368254

14 01/06/2030 31/05/2031 1767563 10% 12% 361678

15 01/06/2031 31/05/2032 1944319 10% 12% 355220

Present Value of Land Rent 6062909

PeriodIncrease

for the

year



Page 4 of 15

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

Year

Ready reckoner rate

at the begining of the

year

Multiplier

( Land

Aquisition

Value)

Rental

Income

(%)

Revised

Rental

Income

Original Rental

income considered

for financial model

Difference

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

From To Rs

1 01/06/2017 31/05/2018 1250000 5.00 62,50,000 8.00% 5,00,000 512000 0

2 01/06/2018 31/05/2019 1406250 5.00 70,31,250 8.00% 5,62,500 563200 0

3 01/06/2019 31/05/2020 1582031 5.00 79,10,156 8.00% 6,32,813 619520 13293

4 01/06/2020 31/05/2021 1779785 5.00 88,98,926 8.00% 7,11,914 681472 30442

5 01/06/2021 31/05/2022 2002258 5.00 1,00,11,292 8.00% 8,00,903 749619 51284

6 01/06/2022 31/05/2023 2252541 5.00 1,12,62,703 8.00% 9,01,016 824581 76435

7 01/06/2023 31/05/2024 2534108 5.00 1,26,70,541 8.00% 10,13,643 907039 106604

8 01/06/2024 31/05/2025 2850872 5.00 1,42,54,358 8.00% 11,40,349 997743 142606

9 01/06/2025 31/05/2026 3207231 5.00 1,60,36,153 8.00% 12,82,892 1097517 185375

10 01/06/2026 31/05/2027 3608134 5.00 1,80,40,672 8.00% 14,43,254 1207269 235985

11 01/06/2027 31/05/2028 4059151 5.00 2,02,95,756 8.00% 16,23,661 1327996 295664

12 01/06/2028 31/05/2029 4566545 5.00 2,28,32,726 8.00% 18,26,618 1460796 365822

13 01/06/2029 31/05/2030 5137363 5.00 2,56,86,817 8.00% 20,54,945 1606875 448070

14 01/06/2030 31/05/2031 5779534 5.00 2,88,97,669 8.00% 23,11,814 1767563 544251

15 01/06/2031 31/05/2032 6501975 5.00 3,25,09,877 8.00% 26,00,790 1944319 656471

Period



Page 5 of 15

Financial Year

Start Date 1-Dec-16 1-Mar-17 1-Mar-18 1-Mar-19 1-Mar-20 1-Mar-21 1-Mar-22 1-Mar-23 1-Mar-24 1-Mar-25 1-Mar-26 1-Mar-27 1-Mar-28 1-Mar-29 1-Mar-30 1-Mar-31

End Date 28-Feb-17 28-Feb-18 28-Feb-19 29-Feb-20 28-Feb-21 28-Feb-22 28-Feb-23 29-Feb-24 28-Feb-25 28-Feb-26 28-Feb-27 29-Feb-28 28-Feb-29 28-Feb-30 28-Feb-31 29-Feb-32

Construction Days 90

Operation Days 365 365 366 365 365 365 366 365 365 365 366 365 365 365 366

Operation year 0.00 1.00 2.00 3.00 4.00 5.00 6.00 7.00 8.00 9.00 10.00 11.00 12.00 13.00 14.00 15.00

Figures are in Rs. Lacs

Profit & Loss Statement

Operating Revenues

Rent from Shops 1.50 1.73 1.98 2.28 2.62 3.02 3.47 3.99 4.59 5.28 6.07 6.98 8.03 9.23 10.61

Rent from Canteen 0.43 0.50 0.57 0.66 0.76 0.87 1.00 1.15 1.32 1.52 1.75 2.01 2.31 2.66 3.06

Rent from Flex 42.00 48.30 55.55 63.88 73.46 84.48 97.15 111.72 128.48 147.75 169.91 195.40 224.71 258.42 297.18

Total Revenues - 43.93 50.52 58.10 66.82 76.84 88.36 101.62 116.86 134.39 154.55 177.73 204.39 235.05 270.30 310.85

Operating Expenses

Water bill 0.24 0.26 0.29 0.32 0.35 0.39 0.43 0.47 0.51 0.57 0.62 0.68 0.75 0.83 0.91

Housekeeping Expenses 1.20 1.32 1.45 1.60 1.76 1.93 2.13 2.34 2.57 2.83 3.11 3.42 3.77 4.14 4.56

Salary 1.44 1.58 1.74 1.92 2.11 2.32 2.55 2.81 3.09 3.40 3.73 4.11 4.52 4.97 5.47

Electricity Expenses - - - - - - - - - - - - - - -

Any Other Expenses - - - - - - - - - - - - - - -

Municipal Taxes 0.10 0.11 0.12 0.13 0.15 0.16 0.18 0.19 0.21 0.24 0.26 0.29 0.31 0.35 0.38

Increamental Premium for Land - - 0.13 0.30 0.51 0.76 1.07 1.43 1.85 2.36 2.96 3.66 4.48 5.44 6.56

Total O&M Expenses - 2.98 3.28 3.74 4.27 4.88 5.56 6.35 7.23 8.24 9.39 10.69 12.16 13.83 15.73 17.88

EBITDA - 41.0 47.2 54.4 62.5 72.0 82.8 95.3 109.6 126.1 145.2 167.0 192.2 221.2 254.6 293.0

Interest on borrowings from FI/Banks 20.88 19.19 17.29 15.16 12.77 10.10 7.11 3.75 - - - - - - -

Depreciation (Non Cash Expenses) 16.58 16.58 16.58 16.58 16.58 16.58 16.58 16.58 16.58 16.58 16.58 16.58 16.58 16.58 16.58

Earnings before tax 3.5 11.5 20.5 30.8 42.6 56.1 71.6 89.3 109.6 128.6 150.5 175.7 204.6 238.0 276.4

Taxes 1.1 4.6 11.0 20.5 (3.5) 17.3 22.1 27.6 33.9 39.7 46.5 54.3 63.2 73.5 85.4

Profit After Tax 2.4 6.9 9.5 10.3 46.1 38.8 49.5 61.7 75.7 88.9 104.0 121.4 141.4 164.5 191.0

Net Cash Flow 24.4 30.7 37.8 46.0 55.4 66.2 78.7 93.1 109.6 128.6 150.5 175.7 204.6 238.0 276.4

Cash from Operations - Net of Tax 19.0 23.4 26.1 26.9 62.7 55.4 66.0 78.3 92.3 105.4 120.5 138.0 158.0 181.0 207.6

Page 6 of 15

Financial Year




Operation Days 365 365 366 365 365 365 366 365 365 365 366 365 365 365 366

Operation year 0.00 1.00 2.00 3.00 4.00 5.00 6.00 7.00 8.00 9.00 10.00 11.00 12.00 13.00 14.00 15.00


Cash Flow Statement

(A) Cash flow from operating activities

Net Profit before Taxation - 3.5 11.5 20.5 30.8 42.6 56.1 71.6 89.3 109.6 128.6 150.5 175.7 204.6 238.0 276.4

Adjustments for -

Depreciation - 16.6 16.6 16.6 16.6 16.6 16.6 16.6 16.6 16.6 16.6 16.6 16.6 16.6 16.6 16.6

Interest Paid - 20.9 19.2 17.3 15.2 12.8 10.1 7.1 3.8 - - - - - - -

Taxes Paid - 1.1 4.6 11.0 20.5 (3.5) 17.3 22.1 27.6 33.9 39.7 46.5 54.3 63.2 73.5 85.4

Net Cash from operating activities - 39.87 42.62 43.40 42.06 75.46 65.46 73.15 82.03 92.29 105.43 120.55 137.95 157.98 181.03 207.56

(B) Cash flow from investing activities

Capital work in progress -248.63

Net Cash used investing activities -248.63 - - - - - - - - - - - - - - -

(C) Cash flow from financing activities

Issue of share capital 74.59

Raising of Loan 174.04

Interest paid - (20.9) (19.2) (17.3) (15.2) (12.8) (10.1) (7.1) (3.8) - - - - - - -

Repayment of outstanding during the year - (14.15) (15.85) (17.75) (19.88) (22.27) (24.94) (27.93) (31.28) - - - - - - -

Net Cash from financing activities 248.63 -35.03 -35.03 -35.03 -35.03 -35.03 -35.03 -35.03 -35.03 - - - - - - -

Net increase/(decrease) in cash and cash equivalent (A + B + C) - 4.84 7.58 8.36 7.03 40.43 30.42 38.12 47.00 92.29 105.43 120.55 137.95 157.98 181.03 207.56

Cash and cash equivalent at the beginning of the year (OPENING) - 4.84 12.42 20.79 27.81 68.24 98.66 136.77 183.77 276.06 381.49 502.04 639.99 797.97 979.00

Cash and cash equivalent at the end of the year (CLOSING) - 4.84 12.42 20.79 27.81 68.24 98.66 136.77 183.77 276.06 381.49 502.04 639.99 797.97 979.00 1,186.57

Check - (0.00) 0.00 0.00 (0.00) - - - - - - - - - - -

Page 7 of 15

Financial Year




Operation Days 365 365 366 365 365 365 366 365 365 365 366 365 365 365 366

Operation year 0.00 1.00 2.00 3.00 4.00 5.00 6.00 7.00 8.00 9.00 10.00 11.00 12.00 13.00 14.00 15.00


Working of Interest

Amount Outstanding at the begining of the year - 174.04 159.89 144.04 126.29 106.41 84.15 59.21 31.28 - - - - - - -

Add: Amount invested during the year

Construction cost 188.00

One time Premium paid to Govt 60.63

Add: Interest on amount outstanding at the begining of the year - 20.88 19.19 17.29 15.16 12.77 10.10 7.11 3.75 - - - - - - -

Less: Amount recovered from the project during the year 35.0 35.0 35.03 35.0 35.0 35.0 35.0 35.0 - - - - - - -

Less: Extra Repayment paid (if Any)

Less: Amount invested as equity in the project during the year 74.59

Amount outstanding at the end of the year 174.04 159.89 144.04 126.29 106.41 84.15 59.21 31.28 - - - - - - - -

Page 8 of 15

Financial Year




Operation Days 365 365 366 365 365 365 366 365 365 365 366 365 365 365 366

Operation year 0.00 1.00 2.00 3.00 4.00 5.00 6.00 7.00 8.00 9.00 10.00 11.00 12.00 13.00 14.00 15.00


Working of Depreciation

Opening Balance of Capital Assets 248.63 232.05 215.48 198.90 182.33 165.75 149.18 132.60 116.03 99.45 82.88 66.30 49.73 33.15 16.58

Add: Addition during the year 248.63

Less: Deletion During the year

Less: Depreciation for the year 16.58 16.58 16.58 16.58 16.58 16.58 16.58 16.58 16.58 16.58 16.58 16.58 16.58 16.58 16.58

Closing Balance of the Capital Assets 248.63 232.05 215.48 198.90 182.33 165.75 149.18 132.60 116.03 99.45 82.88 66.30 49.73 33.15 16.58 0.00

Page 9 of 15

Financial Year




Operation Days 365 365 366 365 365 365 366 365 365 365 366 365 365 365 366

Operation year 0.00 1.00 2.00 3.00 4.00 5.00 6.00 7.00 8.00 9.00 10.00 11.00 12.00 13.00 14.00 15.00


Balance Sheet

Equity Capital 74.59 74.59 74.59 74.59 74.59 74.59 74.59 74.59 74.59 74.59 74.59 74.59 74.59 74.59 74.59 74.59

Reserves & Surplus

General Reserve (op. Bal.) - - 2.41 9.27 18.81 29.14 75.25 114.04 163.51 225.21 300.93 389.78 493.75 615.13 756.53 920.99

Add: P&L during the Year - 2.41 6.85 9.54 10.33 46.12 38.78 49.47 61.70 75.71 88.85 103.97 121.38 141.41 164.46 190.99

Sub Total for Reserves & Surplus - 2.4 9.3 18.8 29.1 75.3 114.0 163.5 225.2 300.9 389.8 493.8 615.1 756.5 921.0 1,112.0

Net worth 74.59 77.00 83.86 93.40 103.73 149.84 188.63 238.10 299.80 375.51 464.37 568.34 689.72 831.12 995.58 1,186.57

Term Loan for Project 174.04 159.89 144.04 126.29 106.41 84.15 59.21 31.28 - - - - - - - -

Total Liabilities 248.63 236.89 227.90 219.69 210.14 233.99 247.84 269.38 299.80 375.51 464.37 568.34 689.72 831.12 995.58 1,186.57

Assets

Gross Fixed Assets

Opening 248.63 248.63 248.63 248.63 248.63 248.63 248.63 248.63 248.63 248.63 248.63 248.63 248.63 248.63 248.63 248.63

Less: Accumulated Depreciation - 16.58 33.15 49.73 66.30 82.88 99.45 116.03 132.60 149.18 165.75 182.33 198.90 215.48 232.05 248.63

Net Fixed Assets 248.63 232.05 215.48 198.90 182.33 165.75 149.18 132.60 116.03 99.45 82.88 66.30 49.73 33.15 16.58 -

Current Assets (Cash and Bank Balance) - 4.84 12.42 20.79 27.81 68.24 98.66 136.77 183.77 276.06 381.49 502.04 639.99 797.97 979.00 1,186.57

Total Assets 248.63 236.89 227.90 219.69 210.14 233.99 247.84 269.38 299.80 375.51 464.37 568.34 689.72 831.12 995.58 1,186.57

Check - - - - - - - - - - - - - - - -

Page 10 of 15

Financial Year




Operation Days 365 365 366 365 365 365 366 365 365 365 366 365 365 365 366

Operation year 0.00 1.00 2.00 3.00 4.00 5.00 6.00 7.00 8.00 9.00 10.00 11.00 12.00 13.00 14.00 15.00


Calculation of Project Payback period and IRR

Cash outflow for Investment (248.63)

Cash flow from Operations - 18.99 23.43 26.11 26.91 62.69 55.36 66.05 78.28 92.29 105.43 120.55 137.95 157.98 181.03 207.56

Interest outflow - 20.88 19.19 17.29 15.16 12.77 10.10 7.11 3.75 - - - - - - -

Cash flow for Project IRR - 39.87 42.62 43.40 42.06 75.46 65.46 73.15 82.03 92.29 105.43 120.55 137.95 157.98 181.03 207.56

Net Cashflow for IRR (248.63) 39.87 42.62 43.40 42.06 75.46 65.46 73.15 82.03 92.29 105.43 120.55 137.95 157.98 181.03 207.56

Cumulitive Cashflow (248.63) (208.76) (166.14) (122.74) (80.68) (5.22) 60.24 133.39 215.42 307.71 413.14 533.69 671.64 829.62 1,010.65 1,218.22

Check for Payback Period - - - - - - 60.24 - - - - - - - - -

Payback Period (yrs) 6.92

IRR for tenure 24.05%

Page 11 of 15


Area of Building Sq. Mtr. 400

Per Sqm cost INR 47000

Cost of construction INR ( Lacs) 188.00

Estimated one time premium for Land INR ( Lacs) 60.63

Total Investment INR ( Lacs) 248.63

Bid Due Date Date 31/08/2016

Reference Date for Bid Price Date 30/08/2016

Appointed Date Date 01/12/2016

Construction Period Months 6.00

COD Date 01/06/2017

Operations Period Years 15.00

Concession Period Years 15.5

Concession Period Closure Date 31/05/2032

Valuation of the project done at the time of COD by Engineer in charge INR ( Lacs) 240.00

Estimated useful life of the building Years 50

One time Premium paid towards land rent at the time of Bid INR ( Lacs) 45

Period for which above said premium was paid Years 15.00

Termination date Date 15/05/2029

Operation period utilised Years 11.96

Balance period Years 3.04

Increase in Rent considered at the time of Bid 10%

b) Debit for incomplete works, if any



Valuation of the project excluding land cost and premium towards land, made at the time of issuance of

completion certificate of construction part of the building and start of concession period

Debit for cost of wear and tear required to get structure of Jan Suvidha Kendra to

good working conditions

Page 12 of 15


Calculation of Termination Payment

Please refer article 15 of concession agreement

Termination payment at the time of Termination due to default of Concessionaire

Terminatio Payment shall be

507849

ii) 50% depreciated value of the building 9129205.479

Sub Total 9637054.73

As reduced by

0

b) Debit for incomplete works, if any 0

Termination Payment due 9637054.73

Detailed Working

i) 50% premium paid towards land rent, apportioned to remaining operation period,

Premium paid Rs. 4500000

Original Operation Period Years 15.00


Balance period Years 3.04

NPV of Rent for balance oeration period 1015699

50% of NPV of Rent for balance oeration period 50% 507849

iii) 100% depreciated value of the building

Valuation of the project done at the time of COD by Engineer in chargeRs. 24000000

Estimated useful life of the building Years 50.00


Balance Useful Life of Project Years 38.04

Depreciation on utilised period

Rate of depreciation of Staight Line Method % p.a. 2.00%

Amount of Depreciation for utilised period 5741589

Depreciated Value of the Building 18258411

50% of Depreciated Value of the building 50% 9129205.479

i) 50% premium paid towards land rent, apportioned to remaining operation period,


a) Debit for cost of wear and tear required to get structure of Jan Suvidha Kendra to

good working conditions

Page 13 of 15


At the time of Bid

Year Rent ROI % NPV

From To

1 01/06/2017 31/05/2018 380016 0% 12% 339300

2 01/06/2018 31/05/2019 418017 10% 12% 333241

3 01/06/2019 31/05/2020 459819 10% 12% 327290

4 01/06/2020 31/05/2021 505801 10% 12% 321446

5 01/06/2021 31/05/2022 556381 10% 12% 315705

6 01/06/2022 31/05/2023 612019 10% 12% 310068

7 01/06/2023 31/05/2024 673221 10% 12% 304531

8 01/06/2024 31/05/2025 740543 10% 12% 299093

9 01/06/2025 31/05/2026 814597 10% 12% 293752

10 01/06/2026 31/05/2027 896057 10% 12% 288506

11 01/06/2027 31/05/2028 985663 10% 12% 283354

12 01/06/2028 31/05/2029 1084229 10% 12% 278295

13 01/06/2029 31/05/2030 1192652 10% 12% 273325

14 01/06/2030 31/05/2031 1311917 10% 12% 268444

15 01/06/2031 31/05/2032 1443109 10% 12% 263651

Present Value of Land Premium 4500000



Period Increase for

the year

Page 14 of 15


At the time of Termination

Year Rent ROI % NPV

From To

1 15/05/2029 14/05/2030 1.00 380016 0% 12% 339300

2 15/05/2030 14/05/2031 1.00 418017 10% 12% 333241

3 15/05/2031 14/05/2032 1.00 459819 10% 12% 328187

4 15/05/2032 31/05/2032 0.05 505801 10% 12% 14971

5 01/06/2032 31/05/2032 - 556381 10% 12% 0

6 01/06/2032 31/05/2032 - 612019 10% 12% 0

7 01/06/2032 31/05/2032 - 673221 10% 12% 0

8 01/06/2032 31/05/2032 - 740543 10% 12% 0

9 01/06/2032 31/05/2032 - 814597 10% 12% 0

10 01/06/2032 31/05/2032 - 896057 10% 12% 0

11 01/06/2032 31/05/2032 - 985663 10% 12% 0

12 01/06/2032 31/05/2032 - 1084229 10% 12% 0

13 01/06/2032 31/05/2032 - 1192652 10% 12% 0

14 01/06/2032 31/05/2032 - 1311917 10% 12% 0

15 01/06/2032 31/05/2032 - 1443109 10% 12% 0

Present Value of Land Premium 1015699



Increase for

the year

Period in

Years

Period

Page 15 of 15




Ready Reckoner rate for the land for the project as on date 1280000Multiplier for Market Value ( Land Aquisition Value) 5.00Market Value of the Land as on date ( Land Aquisition Value) 6400000Rent for year 1 % 8%Rent for year 1 Rs 512000

Page 1 of 1

Working for calculation of rent

Year Rent ROI % NPV

From To1 01-06-2017 31-05-2018 512000 0% 12% 4571432 01-06-2018 31-05-2019 563200 10% 12% 4489803 01-06-2019 31-05-2020 619520 10% 12% 4409624 01-06-2020 31-05-2021 681472 10% 12% 4330885 01-06-2021 31-05-2022 749619 10% 12% 4253546 01-06-2022 31-05-2023 824581 10% 12% 4177587 01-06-2023 31-05-2024 907039 10% 12% 4102988 01-06-2024 31-05-2025 997743 10% 12% 4029729 01-06-2025 31-05-2026 1097517 10% 12% 395776

10 01-06-2026 31-05-2027 1207269 10% 12% 38870811 01-06-2027 31-05-2028 1327996 10% 12% 38176712 01-06-2028 31-05-2029 1460796 10% 12% 37495013 01-06-2029 31-05-2030 1606875 10% 12% 36825414 01-06-2030 31-05-2031 1767563 10% 12% 36167815 01-06-2031 31-05-2032 1944319 10% 12% 355220

Present Value of Land Rent 6062909

PeriodIncrease for the

year



Page 1 of 1

New Clause Proposed in this tender:- Contractor shall submit a certificate to the effect that "All the

payment to the labour/staff are made in bank accounts of saff linked to unique Identification Number

(AADHAR CARD) . The certificate shall be submitted by the contractor with 60 days from the

commencement of contract. If the time period of contract is less than 60 days then such certificate shall be

submitted within 15 days from the date of commencement of contract.

Vide Govt Gr.No.Tender/2016/letter No.20/Ckana/Builidng-2 Date.9/12/2016