Punjab Ashok Hotel Company Limited - Ministry of …tourism.gov.in/sites/default/files/RFP_Sri Anandpur...Punjab Ashok Hotel Company Limited C/o Punjab Tourism Development Corporation

Punjab Ashok Hotel Company LimitedC/o Punjab Tourism Development Corporation Ltd.

SCO- 183-84, Sector- 8 C,

Madhya Marg, Chandigarh- 160018

Revival of Incomplete Hotel at Sri Anandpur Sahib On

Design, Build, Finance, Operate, Maintain and Transfer basis

The Managing Director, Punjab Ashok Hotel Company Limited (PAHCL) invites Proposalsfor Development of Hotel at Sri Anandpur Sahib on Design, Build, Finance, Operate,Maintain and Transfer basis.

The Request for Proposal Document shall be available on the websites mentioned belowfrom 14th August 2018 till the proposal due date i.e. 10th September 2018.

– http://itdc.eproc.in,

– www.tourism.gov.in,

– www.theashokgroup.com,

– www.tenders.gov.in,

– www.eprocure.in,

– www.dipam.gov.in,

- http://punjabtourism.gov.in/Punjab.html#/downloads/Tourism

Response on prescribed format should be submitted in the manner and at the placedescribed in the RFP document on or before 1600 hours of 10/09/2018.

•For any information and clarification, please contact Mr. S.P.Singh Dhindsa, ProjectCoordinator (Admn.), Punjab Heritage & Tourism Promotion Board, Plot No. 3,Sector- 38 A, Dakshin Marg, Chandigarh-160014. +91 172 5042954,[email protected].

In the event of any corrigendum or amendment in the RFP document, the same would beissued on the above websites only.

PAHCL reserves the right to accept or reject any application and to annul the selectionprocess at any time, without incurring any liability and without assigning any reasonthereof

Managing Director

http://itdc.eproc.in/

http://www.tourism.gov.in/

http://www.theashokgroup.com/

http://www.tenders.gov.in/

http://www.eprocure.in/

http://www.dipam.gov.in/

http://punjabtourism.gov.in/Punjab.html

mailto:[email protected]





Revival of Incomplete Hotel at Anandpur Sahib

through PPP mode

SECTION – I : REQUEST FOR PROPOSAL

PUNJAB ASHOK HOTEL COMPANY LIMITED C/o India Tourism Development Corporation Limited SCOPE Complex, Core-8, 5thFloor,

7-Lodhi Road, New Delhi-110003.

Revival of Incomplete Hotel at Anandpur Sahib through PPP

Page 1 of 51

Contents

Contents

DISCLAIMER ................................................................................................................................ 3

1 INVITATION FOR PROPOSAL ........................................................................................ 5

1.1 Introduction ...................................................................................................................... 5

2 PROJECT BACKGROUND ................................................................................................ 7

2.1 Introduction ...................................................................................................................... 7

2.2 Development Envisaged (the “project”) .......................................................................... 10

2.3 Commercial Consideration .............................................................................................. 11

2.4 Revenue Stream from the Project ....................................................................................12

2.5 Statutory Clearances ........................................................................................................12

2.6 Development Parameters to be followed..........................................................................12

2.7 Assignability and Encumbrances .....................................................................................14

3 GENERAL TERMS AND CONDITIONS FOR EVALUATION ......................................... 15

3.1 The evaluation of the Proposals will be completed in 2 Steps .......................................... 15

3.2 Technical Qualification Conditions .................................................................................. 15

3.3 Proposal Submitted by a Consortium ..............................................................................16

3.4 Fee and Deposits to Be Paid by the Bidder ..................................................................... 18

3.5 One Bid per Bidder .......................................................................................................... 20

3.6 Proposal Preparation and Cost........................................................................................ 20

3.7 Due Diligence, Inspection and Investigation .................................................................. 20

3.8 Validity of Proposal ......................................................................................................... 20

3.9 Right to Reject Proposals ................................................................................................ 20

3.10 Disputes ...........................................................................................................................21

4 TENDERING PROCEDURE AND SCHEDULE .............................................................. 22

4.1 General ............................................................................................................................ 22

4.2 Amendment of RFP ......................................................................................................... 22

4.3 Preparation and Submission of Proposal ........................................................................ 22

4.4 Language and Currency ................................................................................................... 25

4.5 Bidder’s Responsibility.................................................................................................... 25

4.6 Sealing and Marking of Proposals ................................................................................... 25

4.7 Modification and Withdrawal of Proposals ..................................................................... 26

4.8 Opening of Proposals ...................................................................................................... 27

4.9 Evaluation of Proposals ................................................................................................... 27

4.10 Confidentiality .................................................................................................................... 28


Page 2 of 51

4.11 Acceptance of the Proposal ............................................................................................. 28

4.12 Execution of Concession Agreement ............................................................................... 29

4.13 Proposals of other Bidders .............................................................................................. 29

5 PRESCRIBED FORMATS ................................................................................................ 31

A. Letter of Application & Interest ....................................................................................... 31

B. General Information of the Bidder .................................................................................. 33

C. Format for Financial Proposal ........................................................................................ 35

D. Affidavit ........................................................................................................................... 36

E. Format for Power of Attorney for Signing of Application ............................................... 38

F. Format for Proposal Security (Bank Guarantee) ............................................................. 39

G. Power of Attorney by Each Member of the Consortium in Favour of Lead Member......................................................................................................................................... 42

H. Format of Parent / Holding Company Guarantee ........................................................... 44

I. Format of Individual / Single Bidder Guarantee Towards SPC ............................................. 47


Page 3 of 51

DISCLAIMER

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

provided to Bidders, whether verbally or in documentary form by or on behalf of Punjab

Ashok Hotel Company Limited (PAHCL) or any of its employees or its advisors, is

provided to Bidders on the terms and conditions set out in this RFP document and any other

terms and conditions subject to which such information is provided.

This RFP document is not an Agreement and is not an offer or invitation to any other party.

The purpose of this RFP document is to provide the Bidders with information to assist the

formulation of their Proposal submission. This RFP document does not purport to contain all

the information each Bidder may require. This RFP document may not be appropriate for all

persons and it is not possible for PAHCL and their employees or advisors to consider the

investment objectives, financial situation and particular needs of each Bidder. Certain Bidders

may have a better knowledge of the proposed Project than others. Each recipient must conduct

its own analysis of the information contained in this RFP or to correct any inaccuracies therein

that may appear in this RFP document and is advised to carry out its own investigation into

the proposed Project, the legislative and regulatory regimes which applies thereto and by and

all matters pertinent to the proposed Project and to seek its own professional advice on the

legal, financial, regulatory and taxation consequences of entering into any agreement or

arrangement relating to the proposed project.

PAHCL and their employees and advisors make no representation or warranty and shall incur

no liability under the Law of Contract, Tort, the Principles of Restitution or unjust enrichment

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

document, which may arise from or be incurred or suffered in connection with anything

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

the information and any other information supplied by or on behalf of PAHCL or their

employees, any consultants or otherwise arising in any way from the selection process for the

Project.

PAHCL may in its absolute discretion, but without being under any obligation to do so, can

amend or supplement the information in this RFP document. The information that PAHCL is

in a position to furnish is limited to this RFP document and the information available at the

contact address given in para 1.1.6, along with any amendments/ clarifications thereon.


Page 4 of 51

This RFP document and the information contained herein are confidential and for use only by

the person to whom it is issued. It may not be copied or distributed by the recipient to third

parties (other than in confidence to the recipient's professional advisor). In the event that the

recipient does not continue with the involvement in the Project in accordance with RFP

document, the information contained in the RFP shall not be divulged to any other party. The

information contained in the RFP document must be kept confidential.

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

Concessionaire


Page 5 of 51

1 INVITATION FOR PROPOSAL

1.1 Introduction

1.1.1 In the year 1998, ITDC had entered into a Joint Venture Agreement with Punjab

Tourism Development Corporation (PTDC) to develop a hotel at Anandpur Sahib and

thereafter, for operating and maintaining the said hotel, incorporated a Joint Venture

Company named as Punjab Ashok Hotel Company Limited (PAHCL). As per the terms

and conditions of Memorandum of Understanding (MoU) signed between both the

Joint-Venture partners, the CMD-ITDC was appointed as the chairperson and

Managing Director of PTDC is the Managing Director of the Board of Directors in the

JV Company. The Government of Punjab has earmarked a land parcel measuring ~5.25

acres to the JV for the purpose of development of hotel at Anandpur Sahib.

1.1.2 A 3-Star hotel was proposed, on the land parcel, to be constructed by the Punjab Ashok

Hotel Company Limited (PAHCL) for the benefit of visiting tourists and devotees.

1.1.3 This Request for Proposal (RFP) document is for the Revival of Incomplete Hotel at

Anandpur Sahib in the State of Punjab through Public Private Partnership format on

Design, Build, Finance, Operate and Transfer (DBFOT) basis for a pre-determined

Concession Period of 33 (thirty three) years, henceforth referred as “the Project”.

1.1.4 An Agreement will be drawn up between the Punjab Ashok Hotel Company Limited

(PAHCL) (hereinafter referred as the “C o n c e s s i o n i n g Authority”) and the

Successful Bidder (hereinafter referred as the “Concessionaire”). Revenues from the

“Project” will accrue to the Successful Bidder (“the Concessionaire”) undertaking the

Project during the Concession Period.

1.1.5 A “Single Stage” bidding process is planned to be followed for determining the

Successful Bidder. The bidders would be required to meet the minimum threshold

Technical Qualification Conditions and qualify for undertaking the Project as set out

in this RFP document. This qualification assessment would be carried out as part of

the current bidding and evaluation process. The Financial Proposal of only those

bidders that possess the minimum threshold Technical Qualification Conditions (as


Page 6 of 51

laid down in Clause 3.2) and other relevant documents (as per formats provided in

Clause 5) would be opened and evaluated.

1.1.6 The RFP document contains information about the Project, bidding process, Proposal

submission, qualification and Financial Proposal requirements.

1.1.7 The RFP submissions must be received not later than 1600 hrs on

10/09/2018 in the manner specified in the RFP document at the address given

below and PAHCL shall not be responsible for any delay in receiving the Proposal

and reserves the right to reject and/ or accept any or all Proposals without

assigning any reason thereof:

Managing Director

Punjab Ashok Hotel Company Limited




Page 7 of 51

2 PROJECT BACKGROUND

2.1 Introduction

2.1.1 PAHCL intends to explore possible market driven development options for developing

facilities on incomplete hotel project in line with its business objectives and decided

the Revival of Incomplete Hotel at Anandpur Sahib through Public Private Partnership

(‘Project’).

2.1.2 About the city - Anandpur Sahib

Anandpur Sahib is one of the most important sacred places of the Sikhs and closely

linked with their religious traditions and history. It is located on the lower spurs of

the Himalayas surrounded by picturesque natural scenery, with the river Satluj

forming a shimmering and shiny blue border on the south west barely four miles

away. So far as the historical significance of Anandpur Sahib is concerned, it is

second only to Amritsar, the city of Golden Temple.

Anandpur Sahib was founded in the year 1665 by the ninth Sikh Guru, Guru Tegh

Bahadur, near the ruins of an ancient place, Makhowal. On May 13,1665, Guru

Tegh Bahadur went to Bilaspur to attend the mourning for Raja Dip Chand of

Bilaspur State. The Dowager Rani Champa of Bilaspur offered to give the Guru a

piece of land in her state. The Guru bought the site on payment of five hundred

rupees. The land consisted of the villages of Lodhipur, Mianpur and Sahota. Here

on the mound of Makhowal, Guru Tegh Bahadur raised a new habitation. The

ground was broken on June 19, 1665, by Baba Gurditta Randhawa.

Baisakhi in 1999, at Anandpur Sahib marked the completion of 300 years of the

birth of the Khalsa. It was on Baisakhi day in 1699 that Guru Gobind Singh baptised

the Panj Pyaras at the place where Takht Sri Keshgarh Sahib stands.

Anandpur Sahib comes to life every year on the occasion of Hola Mohalla. This

tradition dates back to the times of the 10th Guru, Guru Gobind Singh. The Guru

decreed that the occasion of the festival of Holi be the occasion for the display of

the martial spirit of his people. He gave this festival of Holi the Sikh name of

'HolaMohalla'. Each year HolaMohalla marks the congregation of up to 100,000

devotees from all over the country for a festival of colour and gaiety.

2.1.3 Connectivity

Anandpur Sahib is well connected with rest of region. It is around 90 km from state

capital of Chandigarh via NH 205 & NH 503. The holy town is very well connected


Page 8 of 51

through rail network of Indian railways and a special pilgrimage train special Panj

Takht covering all 5 prominent Takh across country make a halt here. The nearest

airport is Chandigarh.

Table 1: Distances from Major Cities

Destination Distance (km)

Chandigarh 90

Delhi 320

Amritsar 183

Manali 244

Source: Darashaw Research

2.1.4 Details of the Location and Existing Facilities

As per the revenue records, the ownership of the land made available for the Project

is with the Department of Tourism, Punjab. As per the JV agreement, ITDC has

made contribution through the construction cost whereas PTDC has contributed

through land for the Project. Total area of land for the Project is ~5.25 Acres. The

land is in L-shape and located on Park Street Road connecting NH – 503 and SH –

22 to Takht Sri Kesgarh Sahib.

Figure 1: Distances of Anandpur Sahib from Major Cities


Page 9 of 51

Total land area is around ~5.25 acres or ~21,252 sq. m. As per the Greater Mohali

Area Development Authority (GMADA) Regional Plan 2008-58, the permissible

FAR is 1.75 for commercial development. Based on this, the total area available for

development is approximately 37,191 sq. m. At present, the total built up area is

approximately 2,508 sq. m.

The site is located just 150 m from the junction of road connecting Takht Shri

Kesgarh Sahib to NH – 503 in front of Panj Piara Park. The site is flat and free from

all encumbrances. The site has well defined entry and exit point on 10 m road.

The shape of plot is L – shaped and front boundary wall is shorter that back

boundary wall There is no scope for future expansion of site due to being

surrounded by local population.

The present hotel complex has a hotel block, restaurant, lounge and office block.

Only basic civil structure work has been completed for above mentioned

components

The site has basic electrical infrastructure ready and well placed. Connection of

required load is available to meet all electrical requirements.

The site has a dedicated water supply to meet all requirements. All internal

plumbing has been completed. There is a water tank for water storage. Kitchen &

dining area as well as toilets have separate drainage line.

The site has 6 feet tall boundary wall along its boundary fitted with 2 ft. high barbed

wire on it.

2.1.5 PAHCL proposes to select a Successful Bidder for taking up the development of the

aforesaid Project (on DBOFT mode i.e. Design, Build, Finance Operate and Transfer

mode) in the form of a Concession.

The Concession Period for the Project shall be for a period of 33 (thirty-three) years

including construction period of 2 (two) years.

This Concession Period is to be taken from the Compliance Date i.e. the date on

which both the parties have complied with the Conditions Precedent.

2.1.6 The proposed Project Site shall be leased for 33 (thirty-three) years to the Successful

Bidder for the purpose of development of the Project on DBFOT mode. The Successful

Bidder as Concessionaire shall develop the Project Facility/ies and thereafter, operate

and maintain it throughout the Concession Period. The act of granting permission to

develop the Project Facility/ies at the Project Site and to use the Project Facilities or

any part thereof shall not vest or create any proprietary interest in the Project/ Project


Page 10 of 51

Facilities or any part thereof including any permanent fixtures, fittings, etc. installed

at the location of the Project Site in favour of the Concessionaire or any sub-lessee (s).

2.1.7 The Successful Bidder (Concessionaire) shall be entitled to sub-lease the built up space

other than the Hotel Rooms for allied activities to parties as detailed out in clause 2.2.1

to the sub-lessee. However, for any such sub-leasing the guidelines mentioned in the

Concession Agreement shall be observed.

2.1.8 End of the Concession Period

End of the Concession Period by efflux of time – On expiry of the

Concession Period of 33 (thirty-three) years

All rights given under the Concession Agreement shall cease to have effect and the

Project Site and the entire Project Facilities being fully functional or operational

thereof shall be transferred back to PAHCL.

2.2 Development Envisaged (the “project”)

2.2.1 The Successful Bidder may be required to develop the following Project Facilities at

the Project Site and hereinafter be called as “Project”:

The proposed concept m a y have following components:

A Hotel Complex (Mandatory) which shall include refurbishment of the present

rooms already constructed.

Banquet Facility

Coffee Shop

Indoor Activity Zone

Indoor activity zone may be planned to increase engagement level of visiting

tourists. The gaming zone may have board games, interactive games and

adventure activities and separate play area for kids.

Food Court

Parking

The hotel complex will be mandatory component.

The developer will be authorized to choose any or all permissible activities in the project as per

applicable laws.

It is being clarified here that the Successful Bidder shall have the option to upgrade the existing

Complex and thereafter, develop and complete the overall super-structure with all internal

furnishing.

The Successful Bidder shall adhere to the guidelines of Ministry of Tourism, Govt. of India so as

to procure and maintain a minimum of 3 star rating for the hotel complex during the


Page 11 of 51

concession period. The bidder shall get a 3 star rating for the hotel complex within 30 months

from completion of construction period.

The Successful Bidder shall also be required to follow the guidelines of other concerned

authorities and implementation standards prescribed in this RFP document.

The detailed Scope of Work has been laid down in Schedules of the Concession Agreement.

Pursuant to the above stated, the Successful Bidder shall make payments to PAHCL, as per

payment terms, in lieu of the development and O&M rights granted for the “Concession

Period” as per the Concession Agreement. The fully functional and operational facilities will

be transferred back to PAHCL after the expiry of Concession Period or in case of premature

termination for any reason whatsoever.

2.2.2 The Successful Bidder may use or allow the use of the Project Facilities for other

activities, which are not envisaged at this stage, only after prior written approval of

PAHCL. However, the decision of the PAHCL shall be final in this regard.

2.2.3 The Project shall be developed as per the terms & condition of this RFP and in

accordance to the existing guidelines of concerned statutory bodies, minimum

standards prescribed in this RFP document and industry best practices.

2.2.4 The Project Facilities to be developed by the Concessionaire must conform to the

existing building regulations and bye-laws of the local authorities and all other

applicable regulations/bye-laws/norms etc. The responsibility to get all the necessary

permits and approvals for the above will lie with the Concessionaire.

2.3 Commercial Consideration

Upfront Premium - The Successful Bidder shall be required to pay Rs. 1.00

(One) Crores (excluding the applicable taxes, which shall be payable separately) to

PAHCL as Upfront Premium for grant of sub-lease. The Upfront Premium shall be

payable in two equal instalments as below:-

First instalment At the time of signing of Concession Agreement

Second Instalment Twelve (12) months from signing of Concession

Agreement

Annual Concession Fee: In addition, the Successful Bidder would pay an

Annual Concession Fee to PAHCL.

Escalation in Annual Concession Fees will be in every two years at the rate of Consumer

Price Index (CPI) of all the commodities, published at www.labourbureau.nic.in, over the

previous Annual Concession Fee but the same would be reviewed after every 10 years

http://www.labourbureau.nic.in/


Page 12 of 51

within the concession period.

2.4 Revenue Stream from the Project

The revenue shall be generated from the users of the Project Facilities.

2.5 Statutory Clearances

2.5.1 Envisaged development is permissible on the Project Site under reference, however the

Concessionaire is required to adhere to the development control norms as per the

prevailing building bye-laws of concerned development authority/ies and arrange

approvals accordingly. The Successful Bidder shall obtain clearances and sanctions

from competent statutory authorities for building plans, utilities, fire fighting, electric

connection, etc. as per the applicable regulations. It is to be clearly understood that all

such clearances are to be obtained by the Successful Bidder and PAHCL can only

provide assistance, wherever possible, on best effort basis without any binding

obligation.

2.5.2 The Successful Bidder shall plan and install fire-detection, fire-alarm and fire-fighting

system and shall procure necessary approval from competent authority on design and

installation. Such fire-fighting arrangements should conform to the National Building

Code, Punjab Building Bye-laws, Municipal Corporation Building Bye-Laws and

Punjab Fire Safety (Fire Prevention) Rules and other rules and regulations, as

applicable with all amendments from time to time.

2.5.3 If during this period any loss of property and/or life takes place, the loss and account

of the same shall be borne entirely by the Successful Bidder. It is hereby clarified that,

PAHCL shall not be liable for any such claims. The Successful Bidder would be

responsible for the payments arising out of any Third Party claims. The Successful

Bidder is advised to procure insurance for meeting such liabilities at its own cost.

2.6 Development Parameters to be followed

The following Development parameters are to be considered.

Particulars FAR Ground Coverage

Maximum Height

Hotel Complex 1:1.75 50% No restriction on the height of the building subject to clearance from Air Force Authority and fulfillment of other applicable norms/ laws/ rules such as set-back, distance between buildings etc. However, adherence to the structural safety and fire safety requirements as per


Page 13 of 51

National Building Code shall be compulsory


Page 14 of 51

2.7 Assignability and Encumbrances

2.7.1 Apart from use of the built up space and Project Facilities as per the terms of Section-

II of this RFP document, the Successful Bidder (Concessionaire) shall be entitled to

assign any of his rights, or interests in the Concession Agreement in favour of Lenders/

Financial Institutions at any time, for raising finance for the Project. However,

notwithstanding anything contained herein, the Concessionaire shall not have any

right to put a lien on the fixed assets, site, building etc of the Project or mortgage them

to any financial institution for whatsoever reasons.


Page 15 of 51

3 GENERAL TERMS AND CONDITIONS FOR EVALUATION

3.1 The evaluation of the Proposals will be completed in 2 Steps

Step 1 – Opening of Technical Proposals

Step 2 - Opening of Financial Proposals of technically qualified applicants

The entire bidding process has been explained elaborately in Clause 4 of this RFP

Document- Section I

3.1.1 The Successful Bidder shall be issued Letter of Intent (LoI). After issue of the LoI in

writing and acceptance of the same by the Successful Bidder within 7 (seven) days, the

Successful Bidder shall enter into a Concession Agreement (draft enclosed as Section

–II in the RFP document) with PAHCL within 30 (thirty) days of receipt of LoI and

carry out his responsibilities/ obligations.

3.2 Technical Qualification Conditions

3.2.1 Interested National/ International Independent Legal entities including Consortia

meeting the following criteria may submit their proposals.

3.2.2 The bidder should be legally competent to enter into contract as per prevailing Indian

Laws.

3.2.3 Only those bidders meeting both of the following “Minimum Eligibility Criteria” and

other relevant documents as per Clause 5 and other provisions of Section-I of the RFP

Document will be considered as “Technically Qualified” for the Project.

a) Technical Capability

During the last 7 years, the bidder shall have,

Experience in running of at least one Budget hotel / resort or above rating, which is operational.

OR

Experience in Development (completed) of one Hotel / Shopping Mall / Multiplex

having built-up area of not less than 1.5 Lakhs sqft.

OR

Two such projects having built-up area not less than 1 lakh sqft. each.

However, such Bidder (s) will be required to have a tie-up, later, with any International

/ National Hotel operator chain which is running at least one property of 3 star


Page 16 of 51

category or above within India or Abroad, within 30 (thirty) months of

completion of construction period.

b) Financial Capability

Net Worth of Rs. 3.00 Crores, as at the close of preceding financial year, also the

bidders should have positive net-worth in the last 2 financial/accounting year.

3.2.4 High Networth Route/ Real Estate Fund/ Infrastructure Fund Criteria

The prospective bidder/s having a Net-worth of Rs. 200 Crores (Rupees Two Hundred

Crores) & above, as on 31st March 2018

‘OR’

Real Estate / Infrastructure Funds having Assets Under Management (AUM) of Rs.

1,000 Crores & more as on 31st March 2018 will be exempted from the above

stated “Minimum Eligibility Criteria” in “para 3.2.3”. However, such bidder

shall have to demonstrate this net-worth/ AUM independently, without forming a

Consortium / Joint Venture and would be required to have a tie-up, later, with an

International / National 3 - Star or above Hotel/ Resort within 30 (thirty) months of

completion of construction period.

3.2.5 The Bidder must submit Audited Annual Accounts (Balance Sheet and Profit & Loss

Account with Schedules) for three years mentioned in clause 3.2.3 (b). In case of a

Consortium, the audited annual accounts of lead member of the consortium shall be

submitted, for the said years.

3.3 Proposal Submitted by a Consortium

3.3.1 There can be a maximum of 3 (Three) members in a Consortium.

3.3.2 The Lead Member of the Consortium must satisfy both the Technical and Financial

Capability requirements given in Clause 3.2.3.

3.3.3 The Memorandum of Agreement (MoA) signed by all Consortium members and

submitted along with this Bid / Proposal.

3.3.4 No change in the constitution of consortium will be allowed. Proposals submitted by a

Consortium must provide a written agreement (Memorandum of Agreement) to be

signed by each member in that Consortium and also, on their respective company


Page 17 of 51

Letter-head duly signed by the authorized signatory of the company which describes

the responsibilities and equity commitments of that member in the Consortium. One

of the Consortium members would be required to be nominated as Lead Member.

3.3.5 The Consortium shall, inter alias form a Special Purpose Company (SPC) registered in

India for the implementation of the Project. SPC shall be formed after issuance and

acceptance of Letter of Intent (LOI) within 3 (three) weeks from the receipt of LOI. The

SPC would enter into the Agreement and subsequently carry out all the responsibilities

of the Successful Bidder and undertake the Project as stipulated in the Concession

Agreement. The proposed shareholding of the members of the Consortium in the SPC

must be in compliance with the criteria specified in the RFP document. However, the

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

PAHCL’s prior written approval. The aggregate equity share holding of the

Members of the Consortium in the issued and paid up equity share capital of the

SPC shall not be less than 74% (seventy-four per cent) during the period of

Concession Agreement.

3.3.6 In addition to the above obligations, the Lead Member of the Consortium shall

maintain a minimum equity component of at least 51% throughout the Concession

Period, in the SPC so formed under this clause.

3.3.7 All Members of the Consortium shall be liable jointly and severally for the execution of

the Project in accordance with the terms of the Concession Agreement and a statement

to this effect shall be included in the Memorandum of Agreement (MoA) mentioned

under clause 4.3.3, as well as in the Proposal and in the MoA. PAHCL may require such

documents / undertakings/ indemnities as it may deem fit from consortium members

before or at the time of issuance of Letter of Intent/ signing of the Concession

Agreement.

3.3.8 The Lead Member nominated at the time of submission of the Proposal shall continue

to be the Lead Member of the SPC. Such Lead Member shall hold authorization in the

form of Power of Attorney. The Proposal must designate one or more person(s) to

represent the Bidder in its dealings with PAHCL. Unless specifically advised to the

contrary, PAHCL will assume that the person (s) designated is authorized to perform

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


Page 18 of 51

and entering into contractual commitments on behalf of the Company or the

Consortium as the case may be.

3.3.9 Deleted

3.3.10 Each member of the Consortium shall submit a signed letter (on the company's Letter

Head) with the Proposal, which states that, the said member:

a) Has reviewed the entire Proposal.

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

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

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

the Consortium during the negotiation process. Any substantive exception or

caveat should be addressed in the enclosed letter.

c) Has participated in only one Proposal for this Project.

d) Each of the Consortium members will be jointly and severally liable to PAHCL.

3.3.11 All pertinent information that may affect the performance of the responsibilities of any

Consortium member – such as ongoing litigation, financial distress, or any other such

matter – must be disclosed.

3.4 Fee and Deposits to Be Paid by the Bidder

3.4.1 Proposal Security

i. The Proposal shall be accompanied by an initial Proposal Security for a value of Rs.

40 Lakhs (Rupees Forty Lakhs only) in any one of the following manners:

a) A Demand Draft issued by a Scheduled Bank in favour of “Punjab Ashok

Hotel Company Limited” payable at Anandpur Sahib and in the format

given in Clause 5 (F)

OR

b) NEFT/ RTGS in favour of “Punjab Ashok Hotel Company Limited” as per

below details:

A/C Name: Punjab Ashok Hotel Company Ltd.

Name of Bank: Punjab National Bank

Branch Address: Anandpur Sahib (Ropar) Punjab – 140118

IFSC: PUNB0097300

Account No: 0973002100000011

OR

c) In form of an Irrevocable Bank Guarantee in favour of Managing Director,

Punjab Ashok Hotel Company Limited, payable at Anand pur Sahib. However,

the Technical Proposals of the Bidders shall be opened only after the


Page 19 of 51

verification of the BG by the concerned authorities.

ii. The Proposal Security of the Successful Bidder will be returned on receipt of

Construction Performance Security as elaborated in clause 3.4.2.

iii. Any Proposal submitted without the Proposal Security in the form as specified in

the RFP document shall be summarily rejected.

iv. The Proposal Security of Bidders whose Proposal is rejected on account of being

Non-Responsive or Non-Reasonable in accordance with the RFP document, will be

returned/refunded, without interest, within a period of sixty (60) days from the date

of opening of technical bid of bidder. The Proposal Security shall be forfeited by

PAHCL, in the following cases:

a) If the Bidder withdraws his Bid/ Proposal after Technical Proposal opening and

during the proposal validity period.

b) In case of a Successful Bidder, if the Bidder fails within the specified time limit

to sign the Concession Agreement.

c) In case of a Successful Bidder, if the Bidder fails within the specified time limit

to furnish the required Construction Performance Security or fails to start the

work within stipulated period.

Note: Proposal Security of other bidders would be retained till the Concession Agreement

is signed with the Successful Bidder, PAHCL and will be refunded subsequent

thereto within 7 days.

3.4.2 Performance Security

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

Concession Agreement, shall be required to provide to PAHCL within 3 weeks of

receipt of the Letter of Intent from the PAHCL.

“Construction Performance Security”: The bidder shall submit the

Construction Performance Security equivalent to Rs. 75 Lakhs in favour of Punjab

Ashok Hotel Company Limited in the form of a Bank Guarantee, within 3 (three)

weeks from the receipt of LOI. The Construction Performance Security shall be kept

valid till the time construction completion certificate is issued by the Concessioning

Authority to the Concessionaire. Once the Construction Completion Certificate is

issued, the Concessionaire shall submit the O&M Performance Security to the

Concessioning Authority and Construction Performance Security shall be returned.

The Operation and Maintenance Performance Security: The

Concessionaire shall, at the time of issuance of Construction Completion Certificate

from the Authority, The bidder has to submit the O&M Performance Security in

form of the Bank Guarantee. The O&M performance security shall be equivalent to

1.5 times of the Annual Concession Fee payable to the Concessioning Authority for


Page 20 of 51

the respective year and shall be kept valid throughout the Concession Period. The

O&M Performance Security shall be renewed every year with the change in Annual

Concession Fee.

3.5 One Bid per Bidder

Each bidder shall submit only one bid for the Project. Violation of this shall lead to

disqualification of the bidder along with the consortium it is the part of.

3.6 Proposal Preparation and Cost

All Bidders are required to submit a detailed proposal (herein-after referred to as the

Proposal or Bid) in accordance with the guidelines set forth in this RFP document.

Bidders should provide information sought herein in the prescribed formats in order to

accurately establish and interpret the information provided. The cost of preparation of

Proposal and related expenses shall be borne by the Bidders themselves.

3.7 Due Diligence, Inspection and Investigation

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

all aspects of the Project, including a detailed survey of the site and information/ data

provided by PAHCL in the RFP Document, when they submit the Proposal. Interested

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

investigate fully the site or subsurface conditions shall not be a valid ground to relieve

the Bidder subsequently after its Proposal nor shall it relieve the Bidder from any

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

3.8 Validity of Proposal 3.8.1 The Proposal shall remain valid for a period not less than one hundred eighty (180)

days from the due date of submission (“Proposal Validity Period”). PAHCL reserve the

right to reject any Proposal that does not meet this requirement. Validity of Proposal

shall be extended for a specified additional period at the request of PAHCL.

3.8.2 A bidder agreeing to the request will not be allowed to modify his Proposal, but would

be required to extend the validity of his Proposal Security for the period of extension.

3.8.3 The Proposal Validity Period of the Successful Bidder shall be extended till the date of

execution of the Concession Agreement.

3.9 Right to Reject Proposals 3.9.1 Notwithstanding anything contained in this RFP Document, PAHCL reserve the right

to reject any / all proposals including the highest proposal or withdraw the invitation

of the proposal at any stage without citing any reason. Nothing contained herein shall

confer any right upon a bidder or create any obligation / liability upon PAHCL of any

type whatsoever.

3.9.2 Misrepresentation / Fraud / Breach of Terms and Conditions

If it is discovered at any point of time that the bidder has suppressed any fact or given

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


Page 21 of 51

terms of this bid/ Proposal, the bid will be cancelled by PAHCL. In such an event, the

bidder will not be entitled to any compensation whatsoever, or refund of any other

amount paid by him.

3.10 Disputes

3.10.1 All disputes between the Successful Bidder and PAHCL shall be settled as per the

Dispute Resolution Procedure elaborated in the Draft Concession Agreement. During

the bidding process no dispute of any type would be entertained. Even in such cases

where PAHCL ask for additional information from any bidder, the same cannot be

adduced as a reason for citing any dispute.

3.10.2 The courts at Delhi alone shall have the exclusive jurisdiction to try all the cases arising

out of this RFP document.


Page 22 of 51

4 TENDERING PROCEDURE AND SCHEDULE

4.1 General

4.1.1 Bidders may send their queries to PAHCL by 20/08/2018 in writing. All the bidders

will be sent clarification to queries received till the stipulated date. The queries

received after the prescribed date will not be entertained by PAHCL.

4.1.2 Pre-Bid Meeting

i. The Bidders designated representatives are invited to attend the Pre-Bid Meeting

at their own cost, to be held on 23/08/2018 at 1500 PM at Chandigarh.

ii. The purpose of the Pre-Bid Meeting will be to clarify and discuss issues with respect

to the Project, the RFP document or any other related issues.

iii. deleted

iv. It is preferable to attend the Pre-Bid Meeting. Subsequent to the date of the Pre-

Bid Meeting, PAHCL may not respond to questions or inquiries from any Bidder

who has not attended the Pre-Bid Meeting.

4.2 Amendment of RFP

4.2.1 At any time prior to the Proposal Due Date, PAHCL may, for any reason, whether at its

own initiative or in response to the clarifications requested by bidder (s), modify the

RFP through the issuance of Addendum. This will be uploaded only on the website

following websites and shall be binding upon them.

• http://itdc.eproc.in,

• www.tourism.gov.in,

• www.theashokgroup.com,

• www.tenders.gov.in,

• www.eprocure.in,

• www.dipam.gov.in,

• https://etender.punjabgovt.gov.in under "Punjab Heritage Tourism

Promotion Board" head in other tenders

4.2.2 In order to give the bidders reasonable time in which to take an Addendum into

account, or for any other reason, PAHCL may, at its discretion, extend the Proposal

Due Date.

4.3 Preparation and Submission of Proposal

4.3.1 Completed proposals shall be submitted on or before 1600 hours, 10/09/2018-


Page 23 of 51

(Proposal Due Date) at PAHCL at the address given below.

Managing Director





Page 24 of 51

4.3.2 PAHCL at its sole discretion, retains the right, but is not obliged, to extend the Proposal

Due Date by issuing an Addendum as stated above.

4.3.3 Bidders shall furnish the information strictly as per the formats given in Clause 6 of

this RFP document without any ambiguity. PAHCL shall not be responsible if the

bidder fails to provide the information in the prescribed formats resulting in lack of

clarity in interpretation and consequent disqualification.

4.3.4 In case of a Consortium, wherever required, the Proposal must contain such

information individually for each member of the Consortium.

4.3.5 In case of a Consortium, the members shall submit a Memorandum of Agreement

(MOA) conveying their intent to jointly bid for the project, and in case the project is

awarded to them, to form a ‘SPC’ that will subsequently carry out all its responsibilities

as the ‘Concessionaire’. The MOA shall also include the nomination of the Lead

Member in the Consortium and responsibilities of each member at each stage.

4.3.6 All proposals/bids/offers shall be signed by the duly ‘Authorized Signatory’ of the

Bidder. In case of a Consortium, the proposal shall be signed by the duly Authorized

Signatory of the Lead Member. Bidders shall submit a supporting Power of Attorney

authorizing the signatory of the Proposal to commit the bidder and agreeing to ratify

all acts, deeds and things lawfully done by the said attorney. In case of a Consortium,

such Power of Attorney shall be signed by all members of the Consortium and shall be

legally binding on all of them.

4.3.7 The Authorized Signatory shall initial the Proposal on each page. He shall also initial

all the alterations, omissions, additions, or any other amendments made to the

Proposal.

4.3.8 All witnesses shall be the persons of status and probity and their full names and

addresses shall be stated below their signatures. All signatures in the Proposal

documents shall be dated.

4.3.9 Bidders are required to submit one original set of the Proposal, including the Original

RFP issued/ downloaded to them and clearly marked as “ORIGINAL”.

4.3.10 Any Bidder, which submits or participates in more than one Proposal for the said

project shall be disqualified and shall also cause the disqualification of all the Consortia

in which it is a member.


Page 25 of 51

4.4 Language and Currency

4.4.1 The Proposal and all related correspondence and documents shall be written in English

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

same will be supported by an English translation and in case of any ambiguity the

translation (original as translated by PAHCL) shall prevail.

4.4.2 The currency for the purpose of the Proposal shall be Indian National Rupee (INR).

4.5 Bidder’s Responsibility

4.5.1 would be deemed that prior to the submission of Proposal, the bidder has made a

complete and careful examination of:

The requirements and other information set forth in this RFP document.

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

o The Project Site, existing facilities and structures, access roads and public

utilities in the vicinity of the Project Site;

o All other matters that might affect the Bidder’s performance under the

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

associated with the project.

4.5.2 Project Site Visit

a. The bidders prior to submitting their bid for the project, are expected to visit and

examine the project sites and the sites’ surroundings at his/her own expenses, the

sites being offered on “as is where is” basis and ascertain on their own

responsibility information, technical data, traffic data, market study, etc. including

actual condition of existing services which may or may not have to be

shifted/removed/replaced etc.

b. It shall be assumed that all these factors were accounted for by the bidder while

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

whether he inspects it or not.

4.5.3 PAHCL shall not be liable for any mistake or error or neglect by the bidder in respect

of the above. Proposals that are not substantively responsive to the requirements of

this RFP document will be rejected.

4.6 Sealing and Marking of Proposals

4.6.1 The Proposals shall be sealed, marked and submitted as explained below:

a) Envelope No.1 containing the Proposal Security shall be marked as


Page 26 of 51

“PROPOSAL SECURITY DEPOSIT” as per Format F

b) Envelope No. 2, duly marked as “TECHNICAL PROPOSAL” and shall contain

the following:

Relevant documents (Such as audited financial statements and documentary

evidence of experience like client certificate, etc.) confirming the “Technical

Qualification Conditions” laid down in Clause 3.2.

Letter of Application and Interest (As per Format A)

General Information on the Bidder (As per Format B)

Power Of Attorney for Signing of Application (as per Format E)

Affidavit (As per Format D)

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

representative as a token of acceptance.

Power of Attorney by Each Member of the Consortium in Favour of Lead

Member (as per format G)

Deed of Guarantee (as per Format H)

Letter from all consortium members, as per clause 4.3.10.

All required submissions, if the Bidder is applying through Consortium and as stated

in the RFP Document

c) Envelope No. 3; duly marked as “FINANCIAL PROPOSAL” (as per

Format C)

d) All the above envelopes shall be enclosed in an outer cover/ envelope marked as

“RFP for Revival of Incomplete Hotel at Anandpur Sahib through PPP”

e) The Outer envelope shall be addressed to:

Managing Director




If any envelope is not sealed and marked, as instructed above, PAHCL assumes no

responsibility for the misplacement or premature opening of the Proposal submitted. In that

case, the prematurely opened proposals will be rejected. PAHCL hereby clarifies that only the

hard bound proposals shall be considered responsive. If the proposal is not hard bound, it

shall be summarily rejected.

4.6.2 Any Proposal received by PAHCL after 1630 hours on the Proposal Due Date will be

liable for rejection.

4.7 Modification and Withdrawal of Proposals


Page 27 of 51

4.7.1 No Proposal shall be modified or withdrawn by the bidder after the Proposal Due Date.

4.7.2 Withdrawal of a Proposal during the interval between Proposal Due Date and

expiration of the Proposal Validity Period would result in forfeiture of the proposal

security.

4.8 Opening of Proposals

4.8.1 The Technical Proposals received shall be opened by the Committee constituted by

PAHCL in the presence of the Bidders who choose to attend at 1630 hours on

10/09/2018. The date for opening of Financial Proposals shall be intimated in

advance to the technically qualified bidders.

4.8.2 A. PAHCL reserve the right to reject any Proposal, if:

1. It is not signed, sealed and marked as stipulated in Clause 4.6.

2. There are inconsistencies between the Proposal and the supporting documents.

4.8.2 B. PAHCL reserve the right to reject any Proposal and forfeit the proposal security, if 1. There are conditions proposed with the Technical and/or Financial Proposals.

2. It provides the information with material deviations/ forged / fabricated documents.

4.8.3 A material deviation or reservation is one:

a) which affects in any substantial way, the scope, quality, or performance of the

Project, or

b) which limits in any substantial way, inconsistent with the RFP document, PAHCL’s

rights or the Bidder’s obligations, or

c) which would affect unfairly the competitive position of other Bidders’ presenting

substantially responsive bids.

4.8.4 No request for modification or withdrawal shall be entertained by PAHCL in respect of

such Proposals.

4.8.5 To facilitate evaluation of Proposals, the Concessioning Authority may, at its sole

discretion, seek clarification in writing from any Bidder regarding its Bid.

4.9 Evaluation of Proposals

The evaluation will be done in two steps as explained below:

4.9.1 In Step - I, the Proposal Security in Envelope 1 shall be first checked. The Proposals

without the appropriate Proposal Security, or where the Proposal security is in form of

the BG and the banks do not verify the Bank Guarantees submitted as Proposal


Page 28 of 51

Security, will be rejected. Then in Step II, submission (s) in Envelope 2 i.e. Technical

Proposal shall be checked. All bidders passing Step I of the evaluation will be

considered responsive enough to be considered for the next steps.

4.9.2 In Step– II of evaluation, the Financial Proposals in Envelope 3 of only those bidders

who have passed Step I and Step II shall be opened in presence of the nominees of the

bidders, who choose to attend the same. Bidders shall be ranked H1, H2, H3 etc. in

decreasing order of their Financial Proposals. The selection will be made on the basis

of the highest Annual Concession Fee (H1). The bidder quoting the highest Annual

Concession Fee will be invited to sign the Concession Agreement.

4.9.3 Deleted

4.9.4 Deleted

4.9.5 The Proposal (Financial Proposal and Technical Proposal) should be unconditional

and any conditionality attached with the Proposal shall result in the rejection of the

Proposal.

4.9.6 Financial Proposals of bidders who do not qualify the Step-I of evaluation will not be

opened and will be returned unopened.

4.10 Confidentiality

4.10.1 Information relating to the examination, clarification, evaluation and

recommendation for the short-listed bidders shall not be disclosed to any person not

officially concerned with the process. PAHCL will treat all information submitted as

part of all proposals in confidence and will insist that all who have access to such

material treat it in confidence. PAHCL will not divulge any such information unless it

is ordered to do so by any Government authority that has the power under law to

require its disclosure or due to statutory compliances.

4.11 Acceptance of the Proposal

4.11.1 PAHCL shall issue Letter of Intent (LoI) to the selected bidder for the Project.

4.11.2 The selected bidder is required to send his acceptance of the LoI within seven (7) days

from the date of its receipt.

4.11.3 PAHCL shall retain the right to withdraw the LoI in the event of the selected bidder’s

failure to accept the LoI within the time limit specified in the above clause.


Page 29 of 51

4.11.4 In this event, PAHCL shall forfeit the Proposal Security of the selected bidder.

4.12 Execution of Concession Agreement

4.12.1 The Successful Bidder is required to sign the Concession Agreement within 30 days of

conveying his acceptance of the LoI to PAHCL in writing. But prior to signing of the

Agreement, the bidders must satisfy the following conditions. PAHCL shall not execute

the Concession Agreement until these conditions have been satisfied.

The Successful Bidder has submitted the requisite Construction Performance

Security to PAHCL, within 3 (three) weeks from the receipt of LOI.

The Successful Bidder has submitted the requisite Upfront Premium to PAHCL,

within 3 (three) weeks from the receipt of LOI.

The Successful Bidder, in case of consortium, has to form a SPC, as per provisions

laid down in Clause 3.3.5, within 3 (three) weeks from the receipt of LOI.

Deleted

Deleted

4.12.2 Failure to meet the above conditions will result in a breach and PAHCL shall be entitled

to cancel the award without being liable, in any manner whatsoever, to the bidder and

to appropriate the Proposal Security and any other amount deposited till that time as

‘Damages’.

4.12.3 The cost of stamp duty for execution of Concession Agreement, registration charges

and any other related legal documentation charges and other incidental charges will

be borne by the Successful Bidder.

4.12.4 In case of failure to sign the Concession Agreement within the stipulated time, PAHCL

shall retain the right to cancel the Award and forfeit the bidder’s Proposal Security and

any other amount deposited till that time without being liable in any manner

whatsoever to the bidder.

4.13 Proposals of other Bidders

4.13.1 PAHCL shall return the Proposal Security received from the bidders who have not

qualified in Step I of the evaluation, within 180 (One hundred eighty) days of opening

of the Technical Proposal. The Proposal Security shall be returned without payment of

any interest.

4.13.2 Proposal Security received from all the short listed bidders after Step – II of evaluation


Page 30 of 51

will be returned within 60 (Sixty) days from the date of opening of financial proposal,

and returned thereafter, without payment of any interest.


Page 31 of 51

5 PRESCRIBED FORMATS

A. Letter of Application & Interest

(To be submitted and signed by the Bidder’s authorized signatory)

The Managing Director Punjab Ashok Hotel Company Limited



Subject: RFP for Revival of Incomplete Hotel at Anandpur Sahib through PPP

Sir,

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

referred to as “the Bidder”), and having studied and fully understood all the

information provided in the bid document, the undersigned hereby apply as a bidder

for “Revival of Incomplete Hotel at Anandpur Sahib through PPP” according

to the terms & conditions of the RFP Document issued by PAHCL.

2. Our Technical & Financial Proposals are as per the requisite formats along with the

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

separate sealed envelopes as specified.

3. The Proposal Security is enclosed in the Envelope 1 marked “Proposal Security

Deposit”.

4. PAHCL 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 clarification from our banker

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

as authorization to any individual or authorized representative of any institution

referred to the supporting information, to provide such information deemed necessary

and as requested by yourselves to verify statements and information provided in the

application or with regard to the resources, experience and competence of the present

Bidder.

5. PAHCL and its authorized representatives may contact the following persons for any

further information:

Name of the person (s) : …………

Address: ……………………………………..

Phone: ……………..; Fax: ………………….

6. This application is made with full understanding that:


Page 32 of 51

a) PAHCL reserves the right to reject or accept any bid, cancel the bidding process, and /

or reject all bids.

b) PAHCL shall not be liable for any of the above actions and shall be under no obligation

to inform the Bidder of the same.

7. I/ We, the undersigned, declare that the statements made and the information

provided in the duly completed application forms enclosed herewith, are complete,

true and correct in every detail.

8. I/ 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

Proposal. We have also visited the project site for the assessment and have made our

own due diligence and assessment regarding the Project.

9. I/ We agree to keep our proposal valid for one hundred eighty (180) days from the date

of submission of Proposal thereof and not to make any modifications in its terms and

conditions not acceptable to the PAHCL. Should this Proposal be accepted, I/ we

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

aforesaid documents.

10. This application is made with the full understanding that the validity of proposal

submitted by me/ us will be subject to verification of all information, terms and

conditions submitted at the time of bidding and it’s final acceptance by PAHCL. I/ We

agree that, without prejudice to any other right or remedy, PAHCL shall be at liberty

to forfeit the said Proposal Security absolutely.

Authorized signatory Date :

Name and seal of Bidder Place : Encl:

1. The Proposal Security of Rs. _(Rupees ) in the form

of Demand Draft/ RTGS/ NEFT bearing No. _drawn upon (bank)

dated

2. Power Of Attorney for signing of Application (as per Format G)/Board resolution

authorizing the signatory

3. Memorandum of Agreement (MOA) in case of a Consortium

4. Relevant Submissions as per the given formats


Page 33 of 51

B. General Information of the Bidder

1. (a) Name :

(b) Country of incorporation :

(c) Address of the corporate headquarters and its branch office(s), if any, in India

:

2. Details of individual(s) who will serve as the point of contact / communication for PAHCL

within the Company:

(a) Name :

(b) Designation :

(c) Company :

(d) Address :

(e) Telephone Number :

(f) Mobile No :

(g) Fax Number :

(h) E-Mail Address :

3. In case of Consortium:

a. The information above (1& 2) should be provided for all the members of the

consortium.

b. Information regarding role of each member should be provided:

Sl. No. Name of Member Proportion of Equity to be Role*

held in the Consortium

1

2

3

* Specify whether Lead Member / Ordinary Member

Signed

(Name of the Authorized Signatory)

For and on behalf of

(Name of the bidder)

Designation

Place:

Date


Page 34 of 51

Documents to be enclosed:

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

registration etc.

2. Relevant documentary evidence for claiming the Hospitality experience as per clause

3.2.3 (a). the documents admissible for this shall be:

a. Ministry of Tourism Certification for Classification of the Hotel. Or,

b. In case of real estate experience, Certificate of Possession issued by concerned

Government Authority.

It is clarified that no document shall be admissible as the documentary evidence to

comply with conditions of the RFP document, which is dated after the Proposal Due

Date.

3. Proof of net worth in clauses 3.2.3 (b) and 3.2.4 respectively duly certified by

Chartered Accountant or Statutory Auditor on its letterhead.

4. The Audited Annual Financial Statements for the FY 2017-18, 2016-17 & 2015-16.

5. In case of a Consortium, MoU & Power of Attorney signed by each Consortium partner,

clearly indicating the lead partner

6. Latest brochures/ organization profiles, etc.


Page 35 of 51

C. Format for Financial Proposal

(To be submitted and signed by the Bidder’s authorized signatory) Managing Director




Sub: Revival of Incomplete Hotel at Anandpur Sahib through PPP.

Sir,

We hereby submit our Financial Proposal for the captioned Project. If the Project is awarded

to us, we agree to make the following payments to PAHCL as per the terms given in the Request

for Proposal (RFP) Document.

S.

No.

Description Amount (in Rs.)

I Annual Concession Fee Rs…………….(in figures)

Rupees………………. (in words)

II Taxes will be paid extra as

applicable from time to time

We are making this Proposal after taking into consideration all the terms and conditions stated

in the RFP document (including Article 2.9.1- “Annual Concession Fees” of the draft

Concession Agreement) and after careful assessment of the Project Site, all risks and

contingencies and all other conditions that may affect the financial proposal.

We agree to keep our offer valid for 180 (One Hundred and Eighty) days from the due date of

submission of this Proposal. We undertake to abide by all the terms and conditions of the RFP

Document.

Authorized signatory Date :

Name and seal of Bidder Place :


Page 36 of 51

D. Affidavit

(To be given separately by each consortium member in case of a consortium or otherwise by

the Bidder on a Stamp Paper of Rs. 10)

I,, ………………. S/o …………..,resident of ………………., the ……………...(insert designation) of

the ………………..(insert name of the single bidder/consortium member, if the bidder is a

consortium), do solemnly affirm and state as under :

1. That I am the authorised signatory of …………..(insert name of company / consortium

member) (hereinafter referred to as “Bidder / Consortium Member”) and I am duly

authorised by the Board of Directors of the Bidder / Consortium Member to swear and

depose this Affidavit on behalf of the Bidder / Consortium member.

2. That I have submitted information with respect to our eligibility for PAHCL proposal for

the Revival of Incomplete Hotel at Anandpur Sahib through PPP (hereinafter referred to

as “Project”) and I further state that all the said information submitted by us is accurate,

true and correct and is based on our records available with us.

3. That I hereby affirm to furnish any information, which may be requested by PAHCL to

verify our credentials / information provided by us under this tender and as deemed

necessary by PAHCL.

4. That if at any point of time including the Concession Period, in case PAHCL requests any

further / additional information regarding our financial and / or technical capabilities, or

any other relevant information, I shall promptly and immediately make available such

information accurately and correctly to the satisfaction of PAHCL.

5. That I fully acknowledge and understand that furnishing of any false or misleading

information by us in the RFP document shall entitle us to be disqualified from the

tendering process for the said project. The costs and risks for such disqualification shall be

entirely borne by us.

6. I state that all the terms and conditions of the Request for Proposal (RFP) Document have

been duly complied with.

DEPONENT

VERIFICATION :-

I, the above named deponent, do verify that the contents of paragraphs 1 to 6 of this affidavit

are true and correct to the best of my knowledge. No part of it is false and nothing material

has been concealed therein.


Page 37 of 51

Verified at ………………………, on this …………………. .day of………….…….., 2018. DEPONENT


Page 38 of 51

E. Format for Power of Attorney for Signing of Application

Know all men by these presents, we ……………………………………. (name and address of the

registered office) do hereby constitute, appoint and authorize Mr./Ms…………………..(name

and residential address) who is presently employed with us and holding the position of

………………………….as our attorney, to do in our name and on our behalf, all such acts, deeds

and things necessary in connection with or incidental to our bid for the Project Revival of

Incomplete Hotel at Anandpur Sahib through PPP including signing and submission of all

documents, applications, bids, participation in pre-bid conferences and providing information

/ responses to PAHCL, representing us in all matters before PAHCL and generally dealing with

PAHCL in all matters in connection with our bid for the said project.

We hereby agree to ratify and confirm all acts, deeds and things lawfully done by our said

attorney pursuant to this Power of Attorney and that all acts, deeds and things done by our

aforesaid attorney shall always be deemed to have been done by us.

In witness whereof, we the above named Principal have executed this Power

of Attorney on this Day of 2018.

For………………………………………….

Accepted

…………………...(Signature)

(Name, Title and address) of the Attorney

Note:

The mode of execution of the Power of Attorney should be in accordance with the procedure,

if any, laid down by the applicable law and the charter documents of the executant(s) and when

it is so required the same should be under common seal affixed in accordance with the required

procedures


Page 39 of 51

F. Format for Proposal Security (Bank Guarantee)

PROPOSAL SECURITY FORMAT

UNCONDITIONAL AND IRREVOCABLE BANK GUARANTEE

Bank Guarantee No.: Dated:

Issuer of Bank Guarantee:

(Name of the Bank)

(hereinafter referred to as the “Bank”)

Beneficiary of Bank Guarantee:

Punjab Ashok Hotel Company Limited (PAHCL)

Nature of Bank Guarantee:

Unconditional and irrevocable Bank Guarantee

Context of Bank Guarantee:

In pursuance of Clause 3.4.1 of Section 1 of the Request for Proposal Document dated

(hereinafter referred to as the “RFP” inclusive of draft Concession Agreement for the Revival

of Incomplete Hotel at Anandpur Sahib through PPP (hereinafter referred to as the “Project”),

provided however, such context of the Bank Guarantee or reference to the Agreement in this

Bank Guarantee shall in no manner to relied upon at any stage to adversely affect or dilute the

unconditional and irrevocable nature of this Bank Guarantee. The Contract of Bank Guarantee

is an independent Contract between the Bank and PAHCL and is not dependent upon

execution or performance of any Agreement amongst PAHCL and _(name of the

bidder).

Operative part of the Bank Guarantee:

1. At the request of the , 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

PAHCL i.e. the beneficiary on behalf of the Bidder, up to a total sum of


Page 40 of 51

Rs. ,such sum being payable by us to the PAHCL immediately upon receipt

of first written demand from PAHCL.

2. We unconditionally and irrevocably undertake to pay to the PAHCL on an immediate

basis, upon receipt of first written demand from the PAHCL and without any cavil or

argument or delaying tactics or reference by us to Bidder and without any need for the

PAHCL to convey to us any reasons for invocation of the Guarantee or to prove the

failure on the part of the Bidder to repay the amount of Rs. or to show

grounds or reasons for the demand or the sum specified therein, the entire sum or

sums within the limits of Rs. .

3. We hereby waive the necessity of the PAHCL demanding the said amount from Bidder

prior to serving the Demand Notice upon us.

4. We further agree and affirm that no change or addition to or other modification to the

terms of the Agreement, shall in any way release us from any liability under this

unconditional and irrevocable Guarantee and we hereby waive notice of any such

change, addition or modification. We further agree with the PAHCL that the PAHCL

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

PAHCL by invocation of this Guarantee.

5. This Guarantee will not be discharged due to the change in constitution of the Bank or

the Bidder. We undertake not to withdraw or revoke this Guarantee during its

currency/ validity period, except with the previous written consent of the PAHCL.

6. We unconditionally and irrevocably undertake to pay to the PAHCL, any amount so

demanded not exceeding Rs. , 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 PAHCL, shall be a valid discharge of our liability for payment under

this Guarantee and the Bidder 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 unconditional and irrevocable Guarantee shall remain in full force and effect and

shall remain valid until (180 days from the proposal due date).

Notwithstanding any contained herein:


Page 41 of 51

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

unconditional and irrevocable Bank Guarantee shall be valid w.e.f. (Date of

Submission of Proposal) to .

We are liable to pay the guaranteed amount or any part thereof under this unconditional and

irrevocable Bank Guarantee only and only if Punjab Ashok Hotel Company Limited (PAHCL),

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

Authorized Signatory

For Bank


Page 42 of 51

G. Power of Attorney by Each Member of the Consortium in Favour of Lead

Member

Dated

POWER OF ATTORNEY

TO WHOMSOEVER IT MAY CONCERN

WHEREAS we have decided to participate in the bidding process for the “Revival of

Incomplete Hotel at Anandpur Sahib through PPP” (the “Project”) and we

[name of authorising company/agency] as independent member of ----------

[name of the Consortium], incorporated under the laws of ------------------, the registered

address of which is -------------- lawfully authorise (name of the lead

member) to represent and act on our behalf as the Lead Member of the Consortium to sign

any qualification statement, proposal, conduct negotiations, sign contracts, incur liabilities

and receive instructions on our behalf and to execute all other necessary matters in connection

with the Project. We hereby confirm that we are jointly and severally liable, together with other

members of the Consortium, to PAHCL for all of the obligations of the Consortium in respect

of our qualification statement, technical and financial proposal for the project, in accordance

with the RFP document for the Project issued on ------ and the addendums issued

subsequently.

We hereby ratify and confirm that all acts done by our said attorney ------ (name of lead

member) shall be binding on us as if the same has been done by us personally. We hereby also

ratify and confirm that if we are selected as Successful Bidder, we shall incorporate a Company

under The Companies Act, 1956 as per the following shareholding pattern:

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

--2018 in the presence of the following witnesses

Witness 1 Witness 2

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

Party % Shareholding


Page 43 of 51

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

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

By --------------------- [the Authorizing Company]

Signature --------------------- [Signature of authorized signing officer]

Name --------------------- [Name of authorized signing officer]

Title --------------------- [Title of authorized signing officer]


Page 44 of 51

H. Format of Parent / Holding Company Guarantee

FORMAT OF PARENT / HOLDING COMPANY GUARANTEE (TO BE MADE ON

STAMP PAPER OF REQUISITE VALUE AND NOTORISED)

DEED OF GUARANTEE

THIS DEED OF GUARANTEE executed at this day of by M/s

(mention complete name) a company duly organized and existing under the

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

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

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

permitted assigns.

WHEREAS

A. Punjab Ashok Hotel Company Limited (PAHCL) or “Concessioning Authority”, which

expression shall unless excluded by or repugnant to the context thereof, be deemed to

include its successor and assigns, had invited Bids / proposals for the “Project” – Revival

of the Hotel Complex at Sri Anandpur Sahib on PPP mode 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 Concessioning 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 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)

invited by the PAHCL is submitting its Bid / proposal to Punjab Ashok Hotel

Company (hereinafter called “PAHCL”) to fulfill the condition that the Subsidiary shall

arrange a guarantee from its Parent / Holding company, guaranteeing due and satisfactory

performance of the work covered under the said RFP document (including its addendums)

or any change made in may be deemed appropriate by the PAHCL at any stage.

* Subsidiary shall mean and include – in case of a company or corporation, which is directly or indirectly owned by the Guarantor / Parent / Holding Company, by way of ownership of more than 50% (fifty per cent) of the voting shares of such Subsidiary company. Incase of a person (which is not a company or corporation), the power to direct the management and policies of such person, whether by operation of law or by contract or otherwise.


Page 45 of 51

C. The Guarantor represents that they have gone through and understood the requirement of

the above said RFP document (including its addendums) and are capable of and

committed to provide technical, financial and such other supports as may be required by

the Subsidiary for the successful execution of the same.

D. The Guarantor is executing this Deed of Guarantee in favour of PAHCL, wherein the

Guarantor and the Subsidiary shall be jointly and severally liable towards the Project and

the Guarantor shall also be pledging / providing technical, financial and such other

supports as may be necessary to the Subsidiary for performance of the work relating to the

said Project as per the RFP document (including its addendums) and as per the Concession

Agreement contained in the RFP document.

E. Accordingly, at the request of the Subsidiary and in consideration of and as a

requirement for PAHCL to enter into agreement(s) with the Subsidiary, the Guarantor

hereby agrees to give this guarantee and undertakes as follows:

1. The Guarantor (Parent / Holding Company) unconditionally agrees that in case of non-

performance by the Subsidiary of any of its obligations in any respect, the Guarantor

shall, immediately on receipt of notice of demand by PAHCL, take up the Project

without any demur or objection, in continuation and without loss of time and without

any cost to PAHCL and duly perform the obligations and responsibilities of the

Subsidiary to the satisfaction of PAHCL. In case the Guarantor also fails to discharge

its obligations herein and is not able to complete the Project satisfactorily, PAHCL shall

have absolute rights for effecting the execution of the Project from any other person at

the risks and costs of the Guarantor. The Guarantor also undertakes to make good any

loss that may be caused to PAHCL for any non-performance or unsatisfactory

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

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

enforceable till the satisfactory execution and completion of the Project (including

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

the Concession Period (including any extension).

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

satisfactory execution and performance of Project during the currency of the

“Concession Agreement” to be entered amongst the Subsidiary, PAHCL.

4. The liability of the Guarantor, under this Guarantee, shall be limited to the value /

scope of the Concession Agreement to be entered amongst the Subsidiary and PAHCL.

Incase the Subsidiary is part of any SPC (to be so formed for the Project), the liability

of the Guarantor shall be limited to its Subsidiary’s proportional share in any such SPC.

In no event shall the Guarantor’s liability hereunder, either in its capacity of Guarantor


Page 46 of 51

or as a Concessionaire – should it perform the contract agreement(s) in the event of

the Subsidiary’s non-performance as per Para / Point 1 hereinabove, exceed that of the

Subsidiary’s liability under the mutually agreed Project contract awarded to the

Subsidiary. This will, however, be in addition to the forfeiture of the Performance

Guarantee furnished by the Subsidiary.

5. The Guarantor represents that this Guarantee has been issued after due observance of

the appropriate laws in force in India. The Guarantor hereby undertakes that the

Guarantor shall obtain and maintain in full force and effect all the governmental and

other approvals, permits and consents that are necessary and do all other acts and

things necessary or desirable in connection therewith or for the due performance of

the Guarantor’s obligations hereunder.

6. The Guarantor also agrees that this Guarantee shall be governed and construed in

accordance with the laws in force in India and subject to the exclusive jurisdiction of

the courts of only Delhi, India.

7. The Guarantor hereby declares and represents that this Guarantee has been given

without any undue influence or coercion from any person and that the Guarantor has

fully understood the implications of the same.

8. The Guarantor represents and confirms that the Guarantor has the legal capacity,

power and authority to issue this Guarantee and that giving of this Guarantee and the

performance and observations of the obligations hereunder do not contravene any

existing law or any judgment.

9. The Guarantor represents and confirms that in pursuance to Para / Point 8, the

Guarantor has submitted and provided to PAHCL (with this Deed of Guarantee), a

valid Board Resolution duly authorizing the Guarantor to pledge / provide technical,

financial and such other supports as may be necessary for performance of the work

relating to the said Project as per the RFP and Concession Agreement.

For & on behalf of (Parent / Holding Company)

M/s

Witness:

1.

2.


Page 47 of 51

I. Format of Individual / Single Bidder Guarantee Towards SPC

Format of Individual / Single Bidder Guarantee towards SPC (if applicable & after LOI)

(To Be Made On Stamp Paper of Requisite Value And Notorised)

DEED OF GUARANTEE

THIS DEED OF GUARANTEE executed at this day of by M/s

(mention complete name) a company duly organized and existing under the

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

hereinafter called “the Guarantor” 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. Punjab Ashok Hotel Company Limited (hereinafter called “PAHCL” or “Concessioning

Authority”, which expression shall unless excluded by or repugnant to the context

thereof, be deemed to include its successor and assigns), had invited Bids / Proposals for

the “Project” – Development, Financing, Designing, Construction, Upgradation and

Operation & Maintenance of Hotel Complex at Sri Anandpur Sahib, Punjab 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 Concessioning 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 a

Subsidiary 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 PAHCL at any stage.

* Subsidiary shall mean and include – in case of a company or corporation, which is directly or indirectly owned by the Guarantor / Parent / Holding Company, by way of ownership of more than 50% (fifty per cent) of the voting shares of such Subsidiary company. Incase of a person (which is not a company or corporation), the power to direct the management and policies of such person, whether by operation of law or by contract or otherwise.


Page 48 of 51

C. The BID / Proposal submitted by the Guarantor was accepted by Punjab Ashok Hotel

Company Limited (hereinafter referred as “PAHCL”), on behalf of PAHCL and this

Guarantor was declared the “Successful Bidder”. Accordingly, the Guarantor is executing

this Deed of Guarantee towards / in favour of its SPC after the issuance of Letter of Intent

(LoI) dated by PAHCL to the Guarantor / Successful Bidder.

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

the above said RFP document (including its addendums) and are capable of and

committed to provide technical, financial and such other supports as may be required by

the SPC for the successful execution of the same.

E. The Guarantor is executing this Deed of Guarantee in favour of PAHCL, wherein the

Guarantor and the Subsidiary shall be jointly and severally liable towards the Project and

the Guarantor shall also be pledging / providing technical, financial and such other

supports as may be necessary to the Subsidiary for performance of the work relating to

the said Project as per the RFP document (including its addendums) and as per the

Concession Agreement contained in the RFP document.

F. Accordingly, at the request of the Subsidiary and in consideration of and as a requirement

for PAHCL to enter into agreement(s) with the SPC, the Guarantor hereby agrees to give

this guarantee and undertakes as follows:

1. The Guarantor (Parent / Holding Company) unconditionally agrees that in case of

non-performance by the SPC of any of its obligations in any respect, the Guarantor

shall, immediately on receipt of notice of demand by PAHCL, take up the Project

without any demur or objection, in continuation and without loss of time and without

any cost to PAHCL and duly perform the obligations and responsibilities of the SPC

to the satisfaction of PAHCL. In case the Guarantor also fails to discharge its

obligations herein and is not able to complete the Project satisfactorily, PAHCL shall

have absolute rights for effecting the execution of the Project from any other person

at the risks and costs of the Guarantor. The Guarantor also undertakes to make good

any loss that may be caused to PAHCL for any non-performance or unsatisfactory

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

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

enforceable till the satisfactory execution and completion of the Project (including

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

Concession Period (including any extension).

3. The Guarantor shall be jointly with the SPC, as also severally responsible for the

satisfactory execution and performance of Project during the currency of the

“Concession Agreement” to be entered amongst the SPC andPAHCL.


Page 49 of 51

4. The liability of the Guarantor, under this Guarantee, shall be limited to the scope of

the Concession Agreement to be entered amongst the SPC andPAHCL. In no event

shall the Guarantor’s liability hereunder, either in its capacity of Guarantor or as a

Concessionaire – should it perform the contract agreement(s) in the event of the

SPC’s non-performance as per Para / Point 1 hereinabove, exceed that of the SPC’s

liability under the mutually agreed Project contract awarded to the SPC. This will,

however, be in addition to the forfeiture of the Performance Guarantee furnished by

the SPC.

5. The Guarantor represents that this Guarantee has been issued after due observance

of the appropriate laws in force in India. The Guarantor hereby undertakes that the

Guarantor shall obtain and maintain in full force and effect all the governmental and

other approvals, permits and consents that are necessary and do all other acts and

things necessary or desirable in connection therewith or for the due performance of

the Guarantor’s obligations hereunder.

6. The Guarantor also agrees that this Guarantee shall be governed and construed in

accordance with the laws in force in India and subject to the exclusive jurisdiction of

the courts of only Delhi, India.

7. The Guarantor hereby declares and represents that this Guarantee has been given

without any undue influence or coercion from any person and that the Guarantor has

fully understood the implications of the same.

8. The Guarantor represents and confirms that the Guarantor has the legal capacity,

power and authority to issue this Guarantee and that giving of this Guarantee and the

performance and observations of the obligations hereunder do not contravene any

existing law or any judgment.

9. The Guarantor represents and confirms that in pursuance to Para / Point 8, the

Guarantor has submitted and provided to PAHCL (with this Deed of Guarantee), a

valid Board Resolution duly authorizing the Guarantor to pledge / provide technical,

financial and such other supports as may be necessary for performance of the work

relating to the said Project as per the RFP and Concession Agreement.


Page 50 of 51

For & on behalf of (Parent / Holding Company)

M/s

Witness:

1.

2.

PUNJAB ASHOK HOTEL CORPORATION LIMITED

C/O India tourism Development Corporation,

SCOPE Complex, Core-8, 5thFloor,


Revival of Incomplete Hotel at Anandpur

Sahib through PPP mode SECTION – II: DRAFT CONCESSION AGREEMENT

Revival of Incomplete Hotel at Anandpur Sahib through PPP mode

Page 1 of 54

Contents

Article 1 Definitions & Interpretations ............................................................................... 6

1.1 Definitions ............................................................................................................................... 6

1.2 Interpretation ...................................................................................................................... 13

1.3 Measurements and Arithmetic Conventions ............................................................ 14

1.4 Ambiguities and Discrepancies ..................................................................................... 14

1.5 Priority of Documents ....................................................................................................... 15

Article 2 The Concession .................................................................................................. 16

2.1 Grant of rights to Concessionaire ................................................................................. 16

2.2 Acceptance by Concessionaire ....................................................................................... 16

2.3 Transfer of Project Site on Lease .................................................................................. 17

2.4 Conditions Precedent ........................................................................................................ 17

2.4.1 Obligations to Satisfy Conditions Precedent .................................................... 18

2.4.2 Non-fulfillment of Conditions Precedent .......................................................... 18

2.5 Rights and Use of the Project Site ................................................................................ 19

2.6 Peaceful Possession ........................................................................................................... 20

2.7 “Concession Period” or “Term” and “Extension” of Concession Agreement 20

2.8 Tie-Up / Joint Venture; Construction Period & Project Construction Completion Certificate ................................................................................................................... 21

2.8.2 Construction Period ................................................................................................... 21

2.8.3 Project Construction Completion Certificate ................................................... 22

2.9 Consideration to Concessioning Authority ............................................................... 22

2.9.1 Annual Concession Fee ............................................................................................ 22

2.9.2 Change in Law ............................................................................................................. 23

Article 3Obligations of Concessionaire ................................................................................. 24

3.1 Project Development Period........................................................................................... 24

3.2 Performance Security ........................................................................................................ 24

3.3 Financing Arrangement, Payment of Taxes, etc. .................................................... 25

3.4 Project Implementation ................................................................................................... 25

3.5 Operation and Maintenance ........................................................................................... 27

3.6 Minimum Equity Requirement (Concessionaire Shareholding) ...................... 29

3.7 Insurance ............................................................................................................................... 30


Page 2 of 54

3.8 Environmental Clearances and Compliance ............................................................ 30

3.9 General Obligations ........................................................................................................... 30

3.10 No Breach of Obligations ................................................................................................. 31

Article 4 Obligations of Concessioning Authority ............................................................. 32

Article 5 Force Majeure .................................................................................................... 33

5.1 Force Majeure Event ......................................................................................................... 33

5.2 Notice of Force Majeure Event ...................................................................................... 34

5.3 Performance of Obligations ............................................................................................ 35

5.4 Termination due to Force Majeure Event ................................................................. 35

5.5 Liability for other losses, damages etc. ....................................................................... 36

Article 6 Events of Default, Termination and Handback ................................................... 37

6.1 Events of Default ................................................................................................................ 37

6.2 Termination due to Event of Default .......................................................................... 39

6.3 Rights of Concessioning Authority on Termination .............................................. 41

6.4 Accrued Rights of Parties ................................................................................................ 42

6.5 Expiry of Term and/or Extension of Concession Agreement ............................ 42

6.6 Handback of Transfer Assets ......................................................................................... 42

Article 7 Dispute Resolution ............................................................................................ 44

7.1 Amicable Resolution ......................................................................................................... 44

7.2 Arbitration............................................................................................................................. 44

7.3 Adjudication by Regulatory Authority ........................................................................ 45

Article 8 Article 8 ............................................................................................................. 46

Article 9 Financing and Lender’s Rights ........................................................................... 47

Article 10 Representations and Warranties ........................................................................ 48

10.1 Representations and Warranties of the Concessionaire ...................................... 48

10.2 Representations and Warranties of Concessioning Authority .......................... 49

10.3 Obligation to Notify Change ........................................................................................... 49

Article 11 MISCELLANEOUS ............................................................................................ 50

11.1 Assignment and Charges ................................................................................................. 50

11.2 Interest and Right of Set Off ........................................................................................... 50

11.3 Governing Law and Jurisdiction ................................................................................... 51


Page 3 of 54

11.4 Waiver ..................................................................................................................................... 51

11.5 Survival ................................................................................................................................... 51

11.6 Amendments ........................................................................................................................ 51

11.7 Notices .................................................................................................................................... 52

11.8 Severability ........................................................................................................................... 52

11.9 No Partnership .................................................................................................................... 53

11.10 Language ................................................................................................................................ 53

11.11 Exclusion of Implied Warranties etc. .......................................................................... 53

11.12 Counterparts ........................................................................................................................ 53

11.13 General Liability and Indemnity ................................................................................... 53


Page 4 of 54

CONCESSION AGREEMENT

This AGREEMENT made on this the ____________ day of ___________ (Month), Two

Thousand and Seventeen at _____,

BETWEEN

M/s Punjab Ashok Hotel Company Limited, and having its registered office at

_____________________________ (hereinafter referred to as the "Concessioning

Authority" or "PAHCL", which expression shall include its permitted assigns and

successors-in-interest) of the First Part;

AND

M/s____________(a legal entity, competent to enter into agreement with Concessioning

Authority), a company incorporated under provisions of the Companies Act, 1956, having its

registered office at ____________ (hereinafter referred to as the "Concessionaire"),

(which expression shall, unless repugnant to or inconsistent with the context, mean and

include the successors and permitted assigns) of the Second Part.

WHEREAS,

A. Concessioning Authority has decided to select the Successful Bidder through a

competitive bidding process for the Revival of Incomplete Hotel at Anandpur Sahib

through PPP mode (the "Project") on land located in Anandpur Sahib, Punjab, which

shall be given on Lease by Concessioning Authority to the Concessionaire

B. The Concessioning Authority shall give on lease the facility i.e. incomplete hotel site

measuring ~21,246 Sq. Mtrs. (~5.25 Acres), to the Concessionaire (the details of the

Project Site attached at Schedule 2) for development purposes.

C. With an objective to seek private sector participation in the development of the

aforesaid Project at Anandpur Sahib, Punjab, the Concessioning Authority had

invited competitive proposals from interested bidders to partner Concessioning

Authority inter alia, to develop, design, engineer, finance, construct, upgrade, market,

operate & maintain and manage the same on the terms and conditions contained in

the RFP document and this Concession Agreement and to determine, levy, demand,


Page 5 of 54

collect, retain and appropriate Tariffs and User Charges from the Users of the Project

Facilities.

D. The process involved a single stage bidding process and henceforth, the RFP

document was issued to the interested bidders. Pursuant to the evaluation of the

proposals that were received from interested bidders, the Concessioning Authority

accepted the proposal submitted by the "Successful Bidder" i.e. _____________ or

consisting of M/s _________, _________ & _________ (collectively the

"Consortium") with ________ as its Lead Member and a Letter of Intent (LoI)

bearing No. _________ dated________ was issued to the Consortium/ Single

Individual.

E. Accordingly as per the terms and conditions of the RFP Document, the Successful

Bidder had incorporated the present Concessionaire under the Companies Act, 1956.

F. The Concessioning Authority acknowledges that as on this day, the Concessionaire

has submitted an Unconditional and Irrevocable Bank Guarantee for a value of

Rs._____ (Rupees) as Construction Performance Security for the Construction

Period.

G. The Concessionaire, in compliance to the conditions set out in the Request for

Proposal document, has paid to PAHCL, ____ the amount of Rs 1.00 Crores (Rupees

One Crores only) (excluding the applicable taxes which were paid extra), towards

Upfront Premium, by means of a Demand Draft dated ______, bearing number

_____ and drawn on _____________________(any scheduled bank). To be

paid in 2 (two) equal instalments i:e 1st instalment at the time of signing of

Concession Agreement and 2nd instalment after 12 months from signing of


H. In pursuance to the above, the Concessioning Authority is executing this Agreement

to authorize the Concessionaire to design, develop, implement, finance, construct,

market, operate and maintain the abovementioned Project and its allied facilities at

Anandpur Sahib, Punjab, which shall be given on Lease by Concessioning Authority

to the Concessionaire in accordance with terms, conditions and covenants hereinafter

set forth.

NOW THEREFORE THIS AGREEMENT WITNESSETH AND IT IS HEREBY

AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:


Page 6 of 54

Article 1 Definitions & Interpretations

1.1 Definitions

In this Agreement, except to the extent that the subject or context otherwise requires, the

following expressions shall have the following meanings:

“Affected Party” shall have the meaning ascribed to it in Article 5.1.1(a).

“Agreement” means this Concession Agreement as of date hereof, including Recitals,

Schedules, appendices and attachments hereto as may be amended, supplemented or

modified in accordance with the provisions hereto, the “Letter of Intent” issued by

PAHCL, the written clarifications issued to bidders, the RFP document along with their

addenda.

“Appendix” means any of the schedules, supplements or documents appended to this

Agreement.

“Applicable Laws” means any statute, law, regulation, Development Control Regulations

of Concessioning Authority, ordinance, notification, rule, judgment, order, decree, bye-law,

clearance, directive, guideline, policy, requirement, or other governmental restriction or any

similar form of decision of, or determination by, or any interpretation or administration

having the force of law of any of the foregoing, by any Government Agency or instrumentality

thereof having jurisdiction over the matter in question, whether in effect as of the date of this

Agreement or thereafter.

“Applicable Permits” means all clearances, permits, authorisations, permissions,

consents, exemptions, licenses, no-objection certificates and approvals required to be

obtained or maintained under or pursuant to Applicable Laws, in connection with

implementation of the Project during the subsistence of this Agreement.

“Appointed Date” means the date of this Concession Agreement.

“Arbitration Act” means the Arbitration and Conciliation Act, 1996 and shall include

modifications to or any re-enactment thereof as in force from time to time.

“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.

“Certificate of Compliance” shall have the meaning ascribed to it in Article 2.4.1(ii).

“Clearance” means, as on the date of execution of this Agreement, any consents, licenses,

approvals, permits, exemptions, registrations, filings or other authorisations of whatever

nature, which is necessary for effective implementation of the Project.

“Concession Period” or “Term of Concession Agreement” shall have the meaning

ascribed to it in Article 2.7.


Page 7 of 54

"Concessionaire Event of Default" shall have the meaning ascribed to it in Article 6.1

(a).

“Concessionaire's Proposal to Rectify” shall have the meaning ascribed to it in Article

6.2 (a)(ii).

"Concessioning Authority Event of Default" shall have the meaning ascribed to it in

Article 6.1 (b).

"Concessioning Authority Proposal to Rectify" shall have the meaning ascribed to it

in Article 6.2 (b)(ii).

“Competent Authority” means the concerned department, Government Instrumentality

or authority of the Concessioning Authority duly empowered and authorized to grant

necessary sanctions and approvals.

“Compliance Date” means the date falling after 90 (Ninety) days after the Appointed Date

or such other date as agreed to between Concessioning Authority and the Concessionaire by

which time the Parties fulfill their Conditions Precedent (under Article 2.4), by the issuance

of “Certificate of Compliance” to each other by the respective Parties / their authorized

representatives.

“Conditions Precedent” shall have the meaning ascribed to it in Article 2.4.

“Construction Period” means the period from the Compliance Date till the issuance of

Project Construction Completion Certificate, in accordance with Article 2.8.

“Contractor(s)” means a reputed Person with whom the Concessionaire has entered into

or may enter into contracts / agreements for the purpose of development and

implementation of the Project.

“CPI” means the Consumer Price Index of all the commodities, published at

www.labourbureau.nic.in,

“Cure Period” shall have the meaning ascribed to it in Article 6.2 (a) (iii).

“Debt Due” means the aggregate of the following sums expressed in Indian Rupees

outstanding and payable to the Senior Lender under the Financing Documents: -

a) The principal amount of the debt provided by the Senior Lender under the Financing

Documents for financing the Project, which is outstanding as on the Termination Date,

excluding any part of the principal that had fallen due for repayment one year prior to

the Termination Date unless such repayment had been rescheduled with the prior

consent of the Concessioning Authority; and

b) All accrued interest, financing fee and charges payable on or in respect of the debt

referred to in the para (a) above upto the date preceeding the Termination Date but

excluding any interest or charges that had fallen due one year prior to the Termination



Page 8 of 54

Date, and penal interest or charges payable under the Financing Documents to any

Senior Lender.

“Dispute Resolution” shall have the meaning ascribed to it in Article 7.

“Easementary Rights” means all easements, reservations, right-of-way, utilities and other

similar rights as to the use of the real property, which are necessary or appropriate for the

conduct of business of the Lessee or Concessionaire related to the Project.

“Encumbrance” means any encumbrance 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, physical encumbrances and encroachments on the Project

Site.

“Fair Market Value” means the market value of the entire assets of Project Facilities less

the market value of land & Moveable Assets prevailing as on the Termination Date. Value for

this purpose will be determined by the Independent Auditor/Valuer appointed by the

Concessioning Authority based on generally accepted principles and norms.

“Financial Assistance” means the aggregate amount provided to the Concessionaire by

way of loan, lease finance, advances, guarantees, refinancing or otherwise and other debt

instruments by the Senior Lenders for the financing of the Total Project Cost (including any

amendments or modifications made thereto) and for all facilities and services relating to the

Project.

“Financial Closure” means the fulfilment of requisite Conditions Precedent to make

initial availability of funds under the Financial Documents / agreements.

“Financial Year” means the year commencing from 1stApril 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 31stMarch of next calendar year. In the last year of

subsistence of this agreement, it means the period from 1stApril to the Transfer Date.

“Financing Documents” means the documents / agreements executed by the

Concessionaire in respect of Financial Assistance to be provided by the Senior Lenders to the

Concessionaire by way of loans, guarantees, subscription to non-convertible debentures and

other debt instruments including loan agreements, guarantees, notes, debenture bonds and

other debt instruments, security agreements and other documents relating to the financing

(including refinancing) of the Total Project Cost.


Page 9 of 54

“Force Majeure” or “Force Majeure Event” shall have the meaning ascribed to it in

Article 5.

“Good Industry Practice” means the exercise of that degree of skill, diligence, prudence

and foresight in compliance with the undertakings and obligations under this Agreement

which would reasonably and ordinarily be expected from a skilled and experienced Person

engaged in the development, implementation, operation and maintenance or supervision or

monitoring thereof or any of them of a Project of the type and size similar to that of the

Project.

“GoI” shall mean the Government of India.

“Government Authority” means Government of India or any State Government or

Governmental department, commission, board, body, bureau, agency, authority,

instrumentality, court or other judicial or administrative body, central, state, or local, having

jurisdiction over the performance of its obligations by the Parties under this or pursuant to

this Agreement and in matter or matters related to the Project.

“Lease Period” means the period of 33 (thirty three) years from the date on which the

Lease Deed is executed, during which period the Concessionaire is granted leasehold rights

of the Project Site in accordance with the terms and conditions set out in the Lease Deed,

and which shall be co-terminus with this Agreement.

“Legal Entity” shall mean any body corporate, organization, society, trust or institution

established as per the applicable laws of India, or in case of a Foreign Entity, recognized or

found eligible by Government of India to enter into any commercial trade or transaction,

after obtaining necessary approvals and sanctions from the Government of India in this

regard, as per the applicable laws of India including national security and public interest

persepective.

“Material Adverse Effect” means material adverse effect on (a) the ability of the

Concessionaire to exercise any of its rights or perform / discharge any of its duties /

obligations under and in accordance with the provisions of this Agreement and / or (b) the

legality, validity, binding nature or enforceability of this Agreement and which act or event

causes a material financial burden or loss to either Parties.

“Material Breach” means a breach by either Party of any of its obligations under this

Agreement which has or is likely to have a Material Adverse Effect on the Project and which

such Party shall have failed to cure.

“MoT” means the Ministry of Tourism, Government of India, which shall inspect and assess

the Hotel Complex and accredit it with 3 Star rating, based upon the Project Facilities,

amenities and services being offered by Hotel.


Page 10 of 54

“Movable Assets” shall mean and include all such equipment and furniture of the Project/

Project Facilities, which are tangible in nature and that is not immovable, and which was

owned by the Concessionaire and used as part of overall Development (especially during the

Operation & Maintenance) of the Project /Project Facilities.

“Notice to Commence” shall have the meaning ascribed to it in Article 2.4.1 (iii).

“Operation and Maintenance Period” is the period commencing after the Project

Construction Completion Date (as per Article 2.8) and terminating at the Transfer Date.

“Operator” shall have the meaning ascribed to it in Article 3.6 (e).

“Parties” means the parties to this Agreement and “Party” shall mean either of them, as the

context may admit or requires.

“Performance Security” means the Construction Performance Security and / or

Operation & Maintenance Performance Security by way of Bank Guarantee from a scheduled

bank acceptable to Concessioning Authority, as per Schedule 6(A) & 6(B), and as also

ascribed to in Article 3.2.

“Person” unless specifically provided otherwise, shall mean any individual, company,

corporation, partnership, joint venture, trust or Government Agency or any other legal entity

as the context may admit.

“Preliminary Notice to Remedy” shall have the meaning ascribed to it in Article 6.2

(a)(ii) and Article 6.2 (b)(ii).

“Project” means the development of site i.e Incomplete Hotel Complex at Anandpur Sahib.

The scope of the Project includes upgrading or dismantling/ reconstructing of the existing

Complex and thereafter, planning, designing, developing/ reconstructing, operating and

maintaining it strictly as per the guidelines laid down in this Concession Agreement, with all

foundation, buildings, structures, super-structures, constructions, additions, alterations or

improvements, etc. thereof, landscape structures, pavements, drainage facilities, sign boards,

electrical, mechanical, civil, sanitation, HVAC, furnishings and other works, equipments

installed therein and including but not limited to the furniture, fixtures and equipments,

other related facilities installed or affixed and all additions, modifications, alterations and

extensions thereto as may be effected by the Concessionaire from time to time to meet the

requirements laid down in this Concession Agreement and also, as per the approved and

sanctioned plans & layout and MoT guidelines.

“Project Agreements” means collectively, this Concession Agreement, the Financing

Documents, the Project Site Lease Deed, hire purchase agreements, Construction

Agreements and Operation & Maintenance Phase Agreements, in each case as amended,

supplemented or otherwise modified from time to time and any other agreements or contract


Page 11 of 54

that may be entered into by the Concessionaire with any person in connection with matters

relating to, arising out of or incidental to the Project.

“Project Construction Completion Date” means a date of the completion of the

Construction Period, which shall be at the expiry of a period of 24 (Twenty Four) months

from the Compliance Date or such other date (with the consent of Concessioning Authority)

by which the overall development of the Project is completed in accordance with the

provisions of this Agreement and when the Project Construction Completion Certificate is

issued by Concessioning Authority as per Article 2.8.

“Project Facilities” means all the facilities and amenities to be provided in the Project as

per the provisions of this Concession Agreement and the Schedules hereof and accreditation

given by MoT to the Hotel Complex.

“Project Construction Completion Certificate” means the certificate issued to the

Concessionaire by the Concessioning Authority and as described in Article 2.8.2.

“Project Site” means the site comprising ~21,246 Sq. Mtrs. (~5.25 Acres) earmarked for

the development of the Project at Anandpur Sahib as per details attached at Schedule-1 (built

up area 1 Lakh sqft), including land, buildings and permanent structures attached thereto

over which the Project is to be developed, constructed, implemented, established and

operated & maintained by the Concessionaire in accordance with the provisions of this

Agreement.

“Project Site Lease Deed” means the deed of lease to be entered into between

Concessioning Authority and Concessionaire in accordance with Article 2.3 and in the form

set out at Schedule 8.

“Regulatory Approvals” shall mean Governmental or regulatory approvals required by

the Parties for the establishment of the Project in the State of Punjab and as per the

applicable laws of India.

“Report” shall have the meaning as ascribed in Article 2.4 (c)(i).

“Rupee(s)” or “Rs.” or “Re.” or “₹ ” shall mean Indian rupee(s).

“SBI PLR” means the prime lending rate per annum for loans with 1 (one) year maturity as

fixed from time to time by the State Bank of India or any other arrangement that substitutes

such prime lending rate as mutually agreed between the Parties.

“Senior Lenders” means financial institutions, banks and multilateral lending agencies

including their successors and assigns, who have agreed to guarantee or provide finance to

the Concessionaire under any of the Financing Documents for meeting all or any part of the

Total Project Cost and who hold parripasu charge on the assets, rights, title and interests of

the Concessionaire


Page 12 of 54

“Structural Engineer” shall have the meaning ascribed to it in Article 3.4 (f).

“Structural Safety Certificate” shall have the meaning ascribed to it in Article 3.4 (f).

“Suspension” shall have the meaning ascribed to it in Article 9.2.

“Successful Bidder” means the Bidder or the Bidder Consortium consisting of M/s

____________, ____________ & ____________ (with ______ as its Lead Member)

that is finally awarded the Project and invited to enter into this Concession Agreement.

“Termination” means early termination of this Agreement, pursuant to Termination

Notice or non-fulfilment of Conditions Precedent or otherwise in accordance with the

provisions of this Agreement but shall not, unless the context otherwise requires, include

expiry of this Agreement due to efflux of time in the normal course.

“Termination Date” means the date specified in the Termination Notice as the date on

which Termination occurs.

“Termination Notice” means the notice of Termination of this Agreement by either Party

to the other Party, in accordance with the applicable provisions of this Agreement.

“Termination Payment” means the amount payable by either Party, as the case may be,

under this Agreement upon Termination.

“Third Party” or “Third Parties” means any Person, real or legal or Entity other than the

Parties of this Agreement.

“Total Project Cost” means the lowest of the following:

a) Total Project Cost as set forth in the Financing Documents.

b) Actual Capital Cost of the Project upon completion of the Project as certified by statutory

auditor(s).

c) The Total Cost of Project as determined / verified by engineer to be appointed by the

Concessioning Authority on the basis of drawings, the detailed cost estimate of the

Project and the proposal submitted by the Concessionaire and as approved by him with

due reference to work executed as per the approved drawings, specifications and

proposal.

“Transfer Assets” shall mean the immovable assets, fully operational and functional, of

the Project which are necessary or required for the performance of services and such other

assets as Concessionaire procures in accordance with the provisions of this Agreement and

shall specifically include all land, property and structures thereupon acquired or leased

during the term, all equipment and services, furnishings, etc. in relation to the operation of

the Project, as existing on the date of Termination.


Page 13 of 54

“Transfer Date” means the date immediately following the date of the expiry of the Term

under this Concession Agreement or any earlier termination thereof in accordance with the

provisions of this Agreement.

“User Charges” means all charges, costs, fees, tariff, rentals and other amounts by

whatever name called, payable to Concessionaire by the users or any other Person, etc.

pursuant to this Agreement, for the purpose of rendering of services by the Concessionaire

and utilisation of the Project Facilities of the Project by such users, or other Persons, at any

time and from time to time in relation to the Project.

“Vacant Possession” means delivery of the possession of the Project Site free from all

Encumbrances, restrictions or impediments and the grant of all Easements and all other

rights appurtenant or in relation thereto.

1.2 Interpretation

In this Agreement, unless the context otherwise requires:

a. any reference to a statutory provision shall include such provision as is from time to time

modified or re-enacted or consolidated so far as such modification or re-enactment or

consolidation applies or is capable of applying to any transactions entered into

hereunder;

b. references to Applicable Law shall include the laws, acts, ordinances, rules, regulations,

notifications, guidelines or byelaws which have the force of law in State of Punjab or

Union Territory forming part of the Union of India;

c. the words importing singular shall include plural and vice versa, and words denoting

natural persons shall include partnerships, firms, companies, corporations, joint

ventures, trusts, associations or partnerships, organisations or other entities (whether or

not having a separate legal entity);

d. terms and words beginning with capital letter and defined in this Agreement shall have

the meaning ascribed thereto herein, and terms and words defined in the Schedule and

used therein shall have the meaning ascribed thereto in the Schedule;

e. the headings are for convenience of reference only and shall not be used in, and shall not

affect, the construction or interpretation of this Agreement;

f. the words "include" and "including" are to be construed without limitation;

g. references to "construction" include investigation, design, engineering, procurement,

delivery, transportation, installation, processing, fabrication, testing, commissioning and

other activities incidental to the construction;

h. any reference to any period of time shall mean a reference to that according to Indian

Standard Time;


Page 14 of 54

i. any reference to day shall mean a reference to a calendar day;

j. any reference to month shall mean a reference to a calendar month;

k. reference to an individual shall include his legal representatives, successors, legal heirs,

executor and administrator;

l. the Schedules to this Agreement form an integral part of this Agreement and will be in

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

m. any reference at any time to any agreement, deed, instrument, license or document of

any description shall be construed as reference to that agreement, deed, instrument,

license or other document as amended, varied, supplemented, modified or suspended at

the time of such reference;

n. references to recitals, Articles, sub-articles or Schedules in this Agreement shall, except

where the context otherwise requires, be deemed to be references to recitals, Articles,

sub-articles and Schedules of or to this Agreement;

o. any agreement, consent, approval, authorisation, notice, communication, information or

report required under or pursuant to this Agreement from or by any Party shall be valid

and effectual only if it is in writing under the hands of duly authorised representative of

such Party, in this behalf and not otherwise; and

p. unless otherwise stated, any reference to any period commencing "from" a specified day

or date and "till" or "until" a specified day or date shall include both such days or dates.

1.3 Measurements and Arithmetic Conventions

All measurements and calculations shall be in metric system and calculations done to 2

decimal places, with the third digit of 5 or above being rounded up and below 5 being

rounded down.

1.4 Ambiguities and Discrepancies

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

a. between two Articles of this Agreement, the provisions of specific Articles relevant to the

issue under consideration shall prevail over those in other Articles;

b. between the Articles of this Agreement and the Schedules, the Articles shall prevail,

between Schedules and Appendices, the Schedules shall prevail;

c. between the written description on the drawings and the specifications and standards,

the latter shall prevail;

d. between the dimension scaled from the drawing and its specific written dimension, the

latter shall prevail; and

e. between any value written in numerals and that in words, the latter shall prevail.


Page 15 of 54

1.5 Priority of Documents

The documents forming part of the bidding process leading to this Agreement shall be

interpreted in the following descending order of priority:

a. This Concession Agreement

b. The Schedules to the Concession Agreement

c. The “Letter of Intent” issued to the Successful Bidder

d. The written clarifications issued to the bidders

e. Written addendum to the RFP Document

f. The RFP Document


Page 16 of 54

Article 2 The Concession

2.1 Grant of rights to Concessionaire

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

Agreement, the Applicable Laws and Applicable Permits, the Concessioning

Authority hereby authorises the Concessionaire to invest, finance, design, engineer,

construct, upgrade, equip, commission, operate, market, maintain and manage the

Project during the Term of this Agreement / Lease Period.

b. For the purpose of implementing the Project, the Concessioning Authority inter alia

grants to the Concessionaire all the rights, powers, benefits, privileges, authorisations

and entitlements, to utilise the Project Site for the purposes of the Project, and to

further undertake the development, construction and improvement therein or

thereon, as may be necessary or appropriate to manage the Project and the right to

demand and collect User Charges from the Users of the Project/ Project Site in

accordance with the provisions of this Agreement.

c. Subject to the terms of this Agreement and other relevant provisions under

Applicable Laws, the Concessionaire shall have the right to enter into agreements

with such Persons, as it may deem necessary and appropriate, for performing its

obligations under this Agreement.

d. The Concessionaire may create an encumbrance, with respect to its rights, in favour

of Senior Lenders, only during the Lease Period strictly as per the provisions of

Article 9 & 10.1, in part or whole, in accordance with the terms of this Agreement.

Provided that the Concessionaire shall provide written intimation to the

Concessioning Authority along with relevant records of the encumbrance(s) created,

which shall be in strict compliance with the provisions of Article 10.1.

e. During the Lease Period, the Concessionaire shall have exclusive authority to

develop, implement, operate the Project and in accordance with the provisions of this

Agreement.

2.2 Acceptance by Concessionaire

In consideration of the rights, privileges and benefits conferred upon by the Concessioning

Authority and other good and valuable consideration expressed herein, the Concessionaire

hereby accepts and agrees and undertakes to perform / discharge all of its obligations in

accordance with the provisions hereof.


Page 17 of 54

2.3 Transfer of Project Site on Lease

a. Within 120 (One Hundred and Twenty) days from the Appointed Date,

Concessioning Authority shall execute a Project Site Lease Deed in favour of the

Concessionaire in the format prescribed in Schedule 8. Simultaneously, with the

execution of the Project Site Lease Deed, the Concessioning Authority shall hand over

the Vacant and peaceful physical possession of the Project Site to Concessionaire on

‘as-is-where-is’ basis, free from all Encumbrances. This Agreement shall run co-

terminus with the Project Site Lease Deed.

b. The stamp duty and registration charges in respect of this Agreement and that of the

Project Site Lease Deed shall be borne and paid wholly and exclusively by the

Concessionaire.

2.4 Conditions Precedent

a. Save and except as may otherwise be expressly provided herein, the respective rights

and obligations of the Parties under this Agreement shall be subject to the

satisfaction in full of the conditions precedent (“Conditions Precedent”) as set out

in Article 2.4 (b) and Article 2.4 (c) on or before the expiry of a period of 120 (One

hundred and Twenty) days from the Appointed Date.

b. Conditions Precedent for the Concessioning Authority

The Concessioning Authority shall have:

i. Delivered possession of the Project Site at the time of execution of the Project Site

Lease Deed. However, it is being clarified that this obligation shall be fulfilled by

the Concessioning Authority in the end once all the Conditions Precedent have

been fulfilled by the Concessionaire.

ii. Give comments / observations (if any) to the Report submitted by the

Concessionaire under Article 2.4(c)(i), within a time period of 45 (Forty Five)

days from the date of its receipt.

c. Conditions Precedent for the Concessionaire

The Concessionaire shall have –

i. Prepared a Concept Design / Drawing for the Project and preliminary Project cost

estimates, including the area statement, elevations, sections, details of services to

be so provided and as incorporated in the Concept Design / Drawing (such as

provision for the minimum number of rooms stipulated, provision for Parking

spaces, %age of Commercial Area being used, etc.) as per the applicable Local

Building Byelaws, Norms, etc. and submit the “Report” to the Concessioning

Authority for its approval, whereby meeting all the requirements mentioned


Page 18 of 54

herein, apart from all other requirements of this Concession Agreement in the

Concept Design / Drawings within a period of 90 days from the Appointed Date.

ii. Incorporate the necessary suggestions / amendments proposed by the

Concessioning Authority in its Concept Design / Drawing Report, within a period

of 15 (fifteen) days from the date of receipt of such suggestions from the

Concessioning Authority.

iii. Provided the Concessioning Authority copies (certified as true by the Director of

the Concessionaire) of all resolutions adopted by the Board of Directors of the

Concessionaire authorizing the execution, delivery and performance of this

Concession Agreement by the Concessionaire

iv. Delivered to the Concessioning Authority, a legal opinion from the legal counsel

of the Concessionaire with respect to the authority of the Concessionaire to enter

into this Agreement and the enforceability of the provisions thereof.

2.4.1 Obligations to Satisfy Conditions Precedent

i. Each Party hereto shall use all reasonable endeavours at its cost and expense to

procure the satisfaction in full of its respective Conditions Precedent set out

above within 120 (One hundred and Twenty) days of Appointed Date.

ii. Upon satisfaction in full of all Conditions Precedent for a Party, the other Party

shall forthwith issue to such Party a Certificate of Compliance with Conditions

Precedent (the “Certificate of Compliance”).

iii. The later of the date of issue of Certificate of Compliance to the Concessionaire or

the Concessioning Authority shall be the Compliance Date, whereupon the

obligations of the Parties under this Concession shall commence and whereon the

Concessioning Authority shall issue the “Notice to Commence” to the

Concessionaire

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

Conditions Precedents unless otherwise expressly provided.

2.4.2 Non-fulfillment of Conditions Precedent

i. In the event that any of the Conditions Precedents relating to the Concessionaire

have not been fulfilled within 120 (one hundred and Twenty) days of the signing

of this Agreement and also, the Concessioning Authority has not waived them

fully or partially, this Agreement shall cease to have any effect as of that date and

shall be deemed to have been terminated and Concessioning Authority shall not


Page 19 of 54

be liable in any manner whatsoever to the Concessionaire or persons claiming

through or under it.

ii. In the event of Concessioning Authority failing to fulfil its conditions Precedent as

per Article 2.4(b), the Concessioning Authority shall return to the Concessionaire

the Upfront Premium deposited by the Concessionaire without any interest and

shall refund the Construction Performance Security and this agreement shall be

terminated.

iii. In the event the Concessioning Authority has terminated this Agreement under

Article 2.4.2 (a) due to non-fulfilment of Conditions Precedent by the

Concessionaire, the Concessioning Authority shall not be liable in any manner

whatsoever to the Concessionaire or its contractors, agents and employees and

the Concessioning Authority shall forfeit the Performance Security of the

Concessionaire.

iv. In the event that Vacant Possession of the Project Site has been delivered to the

Concessionaire prior to the fulfilment in full of the Conditions Precedent, upon

the termination of this Agreement the Project Site shall immediately revert to the

Concessioning Authority, free and clear from any Encumbrances, irrespective of

any outstanding claims between the Parties or any other claims, disputes etc.

whatsoever between the Parties.

v. Instead of terminating this Agreement as provided in paragraph 2.4(a) above or

as the case may be, the Parties may extend the time for fulfilling the Conditions

Precedent by mutual agreement.

2.5 Rights and Use of the Project Site

a. Pursuant to Article 2.3, the Concessionaire shall have the right to enter upon, occupy

and use the same and to make at its costs, charges and expenses such investigations

and development activities (including but not limited to land filling, levelling,

clearing, shifting of utilities, landscaping and related works including overcoming site

constraints, if any) and any other activity as may be necessary or appropriate to

implement the Project. In the event of termination of this Agreement due to non-

fulfilment of Conditions Precedent, the Concessioning Authority shall have no

liability to make any payment for the activities undertaken by the Concessionaire in

the Project Site.

b. The Concessionaire shall not mortgage, transfer, assign or otherwise encumber the

Project Site and / or any or all of its rights and interest in relation thereto in the form

of lease, sub-lease, license, right-of-way or otherwise create a security interest


Page 20 of 54

thereon in favour of the Lenders for the purpose of enabling Financing of the Project

and for securing finances for permitted activities or purposes under this Concession

Agreement.

c. Subject to the terms of this Agreement, the Concessionaire shall have the right to

develop, upgrade, create, obtain, set up, construct as the context admits or requires,

and operate and maintain the Project as per terms and conditions of this Agreement.

d. The Concessionaire shall have the right to the use of the Project Site in accordance

with the provisions of this Agreement and for this purpose it may regulate the entry

into and use of the same by Third Parties.

e. The Concessionaire shall not without the prior approval of Concessioning Authority

use the Project Site for any purpose other than for the purpose of the Project and

purposes incidental or ancillary thereto.

2.6 Peaceful Possession

The Concessioning Authority hereby warrants that the Project Site together with the

necessary right of way / way-leaves

a. has been acquired through the due process of law; and

b. belongs to and is vested in Concessioning Authority and that Concessioning

Authority has full powers to hold, dispose of and deal with the same consistent, inter

alia, with the provisions of this Agreement and that the Concessionaire shall, in

respect of the Project Site, have no liability regarding any compensation payment on

account of rehabilitation / resettlement or land acquisition of any Persons affected

thereby.

2.7 “Concession Period” or “Term” of Concession Agreement

a. This Agreement shall be valid and binding on the Parties throughout the period

commencing from the Appointed Date and ending with the expiry of Lease Period,

which shall be for 33 (thirty three) years and the Concessionaire hereby accepts the

Concession and agrees to implement the Project subject to and in accordance with

the terms and conditions of this Agreement.

b. Provided that in the event of early Termination, the period of Agreement shall be

limited to the period commencing from the Appointed Date and ending with the

Termination Date.

c. Deleted

d. Deleted

e. Deleted

f. Deleted


Page 21 of 54

g. Upon Termination of the Concession Period as per Article 2.7 the provisions of

Clause 6.6 (Handback of Transfer Assets) shall prevail and become applicable.

2.8 Tie-Up / Joint Venture; Construction Period & Project Construction

Completion Certificate

a. The Concessionaire shall be required to have a tie-up, later, with any International /

National Hotel operator chain which is running at least one property of 3 star

category or above within India or Abroad and get 3 (three) star rating for the project,

within 30 (thirty) months of completion of construction period and submit the

relevant documentary proofs to the Concessioning Authority.

2.8.1 Construction Period

i. The Construction Period shall be for a period of 24 (Twenty four) months (starting

from the Compliance Date) wherein the Concessionaire shall complete full and final

construction and development of the Project/ Project Facilities in all respect, as

defined in this Agreement including all necessary/ mandatory clearances, permits

etc. which are required for commencing the construction and execution of the Project

Works, so that all such conditions have been satisfied in full, and all such Clearances,

Permits, etc. are in full force and effect.

ii. It is being clarified here that the Concessionaire shall have to upgrade the existing

incomplete hotel Complex and henceforth, develop the Complex which should have

all the facilities as prescribed in the MoT guidelines for procuring minimum three

star hotel rating and as prescribed in this Concession Agreement. Also, during this

Construction Period, the Concessionaire shall be required to develop Hotel Complex,

Banquet Facility, Coffee Shop, Indoor Activity Zone, Food Court and Parking on the

Project Site. The Concessionaire shall be authorised to choose any or all the

permissible activities in the project, as per applicable law. However, no other

structure shall be allowed without the prior permission from the Concessioning

Authority.

iii. In the event that Project Construction Completion Date is not achieved prior to the

expiry of 24 months for any reason other than Force Majeure or reasons attributable

to the Concessioning Authority or any Competent Authority, the Concessionaire shall,

subject to paragraph below, pay to the Concessioning Authority damages for delay

beyond the date on which the construction completion was due to the extent of 0.1%

of the Performance Security per day for every day of delay subject to maximum Rs.

75.00 Lakhs until the construction completion is achieved. Provided that nothing


Page 22 of 54

contained in this paragraph shall be deemed or construed to authorize any delay by

the Concessionaire in achieving Project Construction Completion Date.

iv. In the event that Project Construction Completion Date does not occur within 120

(one hundred and twenty) days from the date on which the Project Construction

Completion Date was due, the Concessioning Authority shall be entitled to invoke the

Construction Performance Security and to terminate this Agreement on account of

Concessionaire Event of Default. Provided that instead of terminating the Concession

Agreement, the Concessioning Authority, may at its sole discretion, extend the time

for achieving Project Construction Completion Date on such terms and conditions as

it may deem fit.

2.8.2 Project Construction Completion Certificate

Upon completion of Project works, the Concessionaire may seek the issuance of

“Project Construction Completion Certificate” upon written intimation to

Concessioning Authority of such completion. The Concessioning Authority on its

part, after inspections of the Project relating to the requirements set out in Schedules

and in compliance with Article 2.8.2 and on verifying the relevant documentation,

shall promptly and in any case within not more than 45 (Forty Five) days from the

date of request thereof, issue such Certificate.

2.9 Consideration to Concessioning Authority

2.9.1 Annual Concession Fee

a. In consideration of the rights, privileges and interests granted by the

Concessioning Authority to the Concessionaire in terms of this

Agreement, the Concessionaire shall pay to the Authority or its

Nominee / Designated Recipient an Annual Concession Fee (amount

quoted by the Bidder in its Financial Proposal)( exclusive of applicable

Taxes to be paid extra). The Annual Concession Fee shall be increased

every 2 (Two) year at the rate, which shall be linked to CPI of all the

commodities, published at www.labourbureau.nic.in, over the

previous year’s Annual Concession Fee, but the same shall be reviewed

after every 10 (Ten) years within the concession period.

b. The First Annual Concession Fee shall be due on completion of one

year from the signing of Concession Agreement and accordingly, the

Concessionaire shall deposit the first Annual Concession Fee on or

before the completion of one year from the signing of Concession

Agreement. However, for rest of the years, the Concessionaire shall



Page 23 of 54

deposit the Annual Concession Fee 7 (seven) days prior to the

corresponding date in the subsequent years.

c. The Annual Concession Fee shall be payable by the Concessionaire to

the Concessioning Authority or its Nominee / Designated Recipient

every year at the Concessioning Authority’s or its Nominee’s /

Designated Recipient’s bank account at a scheduled bank (to be

intimated later on) payable at Anandpur Sahib.

d. In the event of delay up to four weeks in payment by the

Concessionaire, the Concessionaire shall be required to pay the

Concessioning Authority or its Nominee / Designated Recipient

interest at the rate of SBI Prime Lending Rate plus 4% per annum. In

the case of delay beyond such four weeks, it shall be considered as

Concessionaire Event of Default.

2.9.2 Change in Law

a. Change in law means the occurrence of any of the following events after the

Appointed Date:

i. Enactment of any new Law.

ii. The repeal in whole or in part (unless re-enactment with the same effect) or

modification of any existing Law.

iii. The commencement of any Law, which has not yet entered into effect.

iv. The change in interpretation or application of any Law by a Court of Record.

v. The imposition or requirement for a new statutory or regulatory approval or a

modification in the terms and conditions on which a statutory or regulatory

approval has already been obtained.

vi. It is specially clarified that a change in the rate of a tax or duty including new tax

enactment shall not be considered a Change in Law for the purpose of this Article.

b. If the Concessionaire suffers (or will suffer) delays or incurs (or will incur) additional

costs, or loss in revenue resulting from such Changes in Law, made after the

Appointed Date, the Concessionaire shall give notice to the Concessioning Authority.

After the receipt of any such notice, the Concessioning Authority shall proceed to

determine whether any adjustment is to made to the Annual Concession Fee to which

the Concessionaire is entitled to, which upon such determination shall be notified to

the Concessionaire accordingly. The Annual Concession Fee shall be adjusted taking

into account any increase or decrease in the costs resulting from Changes in Law

specifically in relation to the Project, made after the Appointed Date.


Page 24 of 54

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

Concessionaire in subsequently the same legal, commercial and financial position as

it was prior to such Change in Law.

Article 3 Obligations of Concessionaire

In addition to and not in derogation or substitution of any of its other obligations under this

Agreement, the Concessionaire shall have the following obligations:

3.1 Project Development Period

a. Deleted

b. The Concessionaire shall be required to have a tie-up, later, with any International /

National Hotel operator chain which is running at least one property of 3 star

category or above within India or Abroad, within 30 (Thirty) months of completion of

construction period, as per Article 2.8 and submit the relevant documentary proofs to

the Concessioning Authority.

c. The Concessionaire shall be required to complete the construction of the Project and

its related services and Project Facilities within the Construction Period of 24 months

from the Compliance Date, as per Article 2.8 and obtain a Project Constriction

Completion Certificate.

3.2 Performance Security

a. For due and punctual performance of its obligations under this Agreement, relating

to the Project, the Concessionaire shall deliver to Concessioning Authority and

maintain Performance Security as specified in Schedule 7 and in the format as

specified in Schedule 6(A) and 6(B), which shall remain valid at all times through the

period specified.

b. The Performance Security shall be from a scheduled bank or a financial institution

approved by the Concessioning Authority, payable at Anandpur Sahib.

c. Upon occurrence of Concessionaire Event of Default, the Concessioning Authority

shall, without prejudice to its other rights and remedies hereunder or in law, be

entitled to encash and appropriate relevant amounts from the Performance Security

as damages. Upon such encashment and appropriation from the Performance

Security, the Concessionaire shall, within 30 (thirty) days replenish, in case of partial

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

appropriation of entire Performance Security to provide a fresh Performance Security

as aforesaid, failing which the Concessioning Authority shall be entitled to terminate

this Agreement.


Page 25 of 54

3.3 Financing Arrangement, Payment of Taxes, etc.

a. The Concessionaire shall at its cost, expenses and risk make such financing

arrangement as would be necessary to develop and implement the Project and to

meet all of its obligations under this Agreement, within a period of 120 days from the

Appointed Date.

b. The Concessionaire shall pay all duties, taxes, levies, etc. such Import Duties, etc.

towards all or any of the equipments, material, furnishings, etc. to be installed in the

Project apart from taking any necessary approvals / permissions for the same.

c. The Concessionaire shall pay at its own cost all applicable, existing and future taxes /

charges / fees / levies including any property tax, house tax, luxury tax, service(s) tax,

stamp duty, registration charges and / or pay cost of any legal documentation charges

such as Lease Deed, etc. in respect of the said Project / Project Facilities / Project

Site, as leviable.

3.4 Project Implementation

a. The Concessionaire shall develop the Project in accordance with the MoT guidelines

of Three Star Hotel or above and other Project components as per the provisions laid

down in the Concession Agreement and Schedules hereof. The Concessionaire shall

be required to complete the above stated within the Construction Period.

b. The Concessionaire shall consider, while designing, the exterior / façade of the

Project as per the development parameters / guidelines laid down in this Agreement

and Schedules thereof.

c. The Concessionaire shall be required to complete / construct the overall super-

structure with outer façade / exteriors and internal finishing’s/furnishings of the

Project within the Construction Period.

d. The Concessionaire shall obtain MoT Accreditation for Hotel Complex/ Project

within a period of 30 (thirty) months from the Project Construction Completion

Certificate.

e. The Concessionaire shall obtain all necessary approvals, permissions and sanctions

for setting up of Project and other allied infrastructure and facilities.

f. The Concessionaire shall obtain and submit “Structural Safety Certificate” of the

proposed Project Facilities from competent, reputed and recognized “Structural

Engineer” before the commencement of commercial activities to the Concessioning

Authority.


Page 26 of 54

g. The Concessionaire shall adhere to the safe construction parameters and complete

the construction works before the Project Construction Completion Date or such

extended date as may be approved by Concessioning Authority.

h. The Concessionaire may undertake construction works and services by itself or

through Contractor(s) possessing requisite technical, financial and managerial

expertise / capability; but in any case the Concessionaire shall and will remain solely

responsible for its overall liabilities and obligations under the contract, overall

supervision, monitoring and control of the activities of all the Contractors, sub-

contractors, their employees and agents engaged under respective “Project

Agreements” as may be necessary.

i. For this purpose, Concessionaire shall undertake all necessary activities such as

designing, planning, developing, financing, constructing, marketing, operating and

maintaining the Project and the Project Site, in accordance with the provisions of this

Agreement and as per Good Industry Practice.

j. For the purposes of determining whether the construction works are being

undertaken as per Building Laws / Bye-Laws, Development Controls, relevant

provisions of Indian Standards, National Building Code, etc., the Concessionaire shall

with due diligence carry out all necessary and periodical Tests. The Concessionaire

shall maintain proper record of such Tests and the remedial measures taken to cure

the defects or deficiencies, if any, indicated by the Test results.

k. The Concessionaire shall procure and install new, specified and necessary equipment,

plant, machinery, apparatus, services and its supporting infrastructure towards the

Project. It shall keep the entire Project Facilities / Project and its related equipment

adequately insured and shall pay regular and timely premium, at its own cost.

l. In terms with the provisions of this Agreement, the Concessionaire shall make timely

payment to Concessioning Authority, wherever required and applicable.

m. The Concessionaire shall implement and make operational the Project as per Article

2.8.

n. If the Concessionaire opts for the demolition of the existing Hotel Complex, then the

following provision shall be taken into consideration:

i. The land for the Project shall be carved out after the demolition of the existing

structures as per requirements. The demolition work shall be taken in a

planned manner as per Industry Practice to avoid any damage to the

adjoining properties, men and machinery.


Page 27 of 54

ii. The Concessionaire shall ensure that the area to be dismantled/ demolished

shall be adequately segregated/ cordoned off by suitable means and measures

and display boards shall be erected all around for warning of general public

and adjoining / nearby activities. Further requisite measures shall be taken to

avoid any damage to adjoining properties / assets by providing under pinning,

under shoring and sheet piling etc. as per requirements of the Project Site.

iii. The debris as a result of dismantling/ demolishing shall be the property of the

Concessionaire and it shall be disposed of at his sole discretion. For

avoidance of the doubt, the site shall be cleared of all debris before

undertaking construction activity.

iv. However, not withstanding anything contained herein it is clarified that there

shall be no relaxations with regards to Construction Period and Annual

Concession Fee and Upfront Premium agreed in case the Concessionaire opts

for demolition/ dismantling of the current structure.

3.5 Operation and Maintenance

a. The Concessionaire shall operate and maintain the Project Facilities in accordance

with the MoT guidelines for Three Star Hotel (Minimum), for the Hotel Component

and Good Industry Practice and Applicable Laws for the other components of the

Project. The Concessionaire shall throughout the continuance of this Agreement,

have full control and management of Project.

b. Deleted

c. The Concessionaire may undertake operations and maintenance of the Project

Facilities by itself or through a Person possessing requisite technical, financial and

managerial expertise / capability, provided Concessionaire shall be solely responsible

for implementation and operation and maintenance of the Project in accordance with

the provisions of this Agreement and it shall not relieve the Concessionaire of its

obligations and liabilities under this Agreement in any manner.

d. The Concessionaire shall with due diligence carry out all necessary and periodical

Tests in accordance with the applicable regulations and Applicable Laws. The

Concessionaire shall maintain proper record of such Tests and the remedial measures

taken to cure the defects or deficiencies, if any, indicated by the Test results.

e. The Concessionaire shall be entitled at its own costs, expenses and consequences to

perform the following:


Page 28 of 54

i. Institution and supervision of operating policies, principles, systems and

procedures for all departments including purchasing, accounting, credit

management and maintenance, personnel, etc.

ii. Instituting, conducting, defending, compromising, referring to arbitration and

abandoning any legal or other proceedings, claims and disputes in which the

said Project is concerned.

iii. To issue its receipts and invoice in its own name.

f. The Concessionaire will take professional indemnity insurance in respect of the

negligence of its staff members, employees, executives, Authorities in the operation

and management of the Project. The Concessionaire shall throughout the term of this

Agreement maintain the Professional Indemnity Insurance and from time to time

regularly bear and pay the insurance premium in this regard.

g. The Concessionaire shall bear and pay all expenses, taxes, due and payable in respect

of the operation and management of the Project, including GST and other such

levies/ duties as may be applicable from time to time and will ensure that these are

paid in time and no defaults are made in respect of the same. Further the

Concessionaire shall ensure that all returns in this regard are filed before the due

date as per Applicable Laws.

h. The Concessionaire shall not, in the operation of the Project, do any act or omission,

which shall be unlawful in nature and throughout the term, abide by all the laws,

rules, orders, regulations and other requirements as applicable for the operation and

management of the Project from time to time.

i. The Concessionaire shall keep and maintain all such books, records and reports as

are required to be maintained under Applicable Laws and shall submit or cause to be

submitted to appropriate authorities, all information and reports as are legally

required.

j. The Concessionaire will furnish to the Concessioning Authority such information as

required by the Concessioning Authority with respect to operation and management

of the Project.

k. Notwithstanding anything contained herein, the Concessionaire shall be solely

responsible for all the claims or proceedings filed with respect to the management

and operation of the Project whether with regard to any negligence committed in the

Project or by reason of deficiency in the service at the Project or otherwise for any

reason whatsoever whether intentionally or unintentionally and the Concessioning

Authority shall not be responsible or liable for the same whether vicariously or


Page 29 of 54

otherwise and the Concessionaire shall always keep the Concessioning Authority

indemnified in this regard.

l. The Concessionaire will ensure that the highest service standards and good

hospitality industry practices will be adopted and followed in the Hotel Complex and

the said Project throughout the Concession Period.

m. The Concessionaire shall maintain complete information relating to the Audited /

Certified Financial Statements, etc. for ascertaining true and correct status of the

accounts, revenues, etc. relating to Project. Upon request and after serving prior

Notice to the Concessionaire, the Concessioning Authority shall have the right to

check the Audited Financial Statements at any given point of time during the

currency of the Concession Period.

n. During the currency of contract, if Concessionaire may want to add more built up

area to the initial proposal submitted at the time of signing of the Concession

Agreement, the Concessionaire has to obtain prior approval of Concessioning

Authority prior to the start of any additional work. The Upfront Premium,

Construction Performance Security and Annual Concession Fee shall be increased on

the pro-rata basis to additional added area.

o. In the event the Concessionaire has failed to operate and maintain the Project in

accordance with the Good Industry Practices and as per the provisions of this

Agreement, a notice to that effect will be issued by Concessioning Authority to the

Concessionaire. The Concessionaire shall take all steps to address the concerns

raised by Concessioning Authority in the said notice within reasonable period. If the

Concessionaire does not remedy any such breach in the period specified in the notice,

it shall be constituted as “Concessionaire Event of Default” in terms of the provisions

of Article 6.

3.6 Minimum Equity Requirement (Concessionaire Shareholding)

a. The shareholding of the Lead Member (in case of Consortium) in the issued and paid

up equity share capital of the Concessionaire shall not be less than 51% during the

currency of Concession Agreement and all the members to the Consortium shall

maintain minimum of 74% of equity shareholding in the Concessionaire (i.e. the SPC

incorporated for the said Project);

b. Deleted

c. Deleted

d. Deleted


Page 30 of 54

e. In case of any change in the “Operator” of the Project, the Concessionaire shall duly

inform the Concessioning Authority of any such change so effected, alongwith a copy

of the agreement entered into with the Operator.

3.7 Insurance

At all times during the period of this Agreement, Concessionaire shall at its cost and expense,

purchase and maintain by due re-instatement or otherwise, all insurances in respect of the

Project Site and Project in accordance with the Good Industry Practice, as required under the

Financing Documents.

3.8 Environmental Clearances and Compliance

At all times, Concessionaire shall obtain the requisite Environmental Clearances from the

appropriate authorities and shall also ensure that the processes employed in the

construction, operation and maintenance thereof, for the Project is in compliance to the

Applicable Laws pertaining to environment, health and safety aspects including, policies and

guidelines related thereto.

3.9 General Obligations

The Concessionaire shall:

a. procure and maintain in full force and effect, as necessary, appropriate proprietary

rights, licenses, agreements and permissions for materials, methods, processes and

systems used in or incorporated into the Project;

b. at all times, to afford access to the Project Site to the authorised representatives of

Concessioning Authority, Senior Lenders, other persons duly authorised by any

Governmental Agency having jurisdiction over the Project, to inspect the project and to

investigate any matter within their authority and upon reasonable notice.

c. ensure that no structural damages is caused to the existing buildings and other

permanent structures at the Project Site as a result of Concessionaire’s activities or any of

its agents, contractors, tenants, etc. except in case the Concessionaire wishes to

demolish/ dismantle the existing project structure and replace it with a new structure as

per the design and drawings submitted to the Concessioning Authority and approved

thereof.

d. perform and fulfill its obligations under the Financing Documents.

e. make efforts to maintain harmony and good industrial relations among the personnel

employed in connection with the performance of its obligations under this Agreement

and shall be solely responsible for compliance with all labour laws and solely liable for all

possible claims and employment related liabilities of its staff employed in relation with

the Project and hereby indemnifies Concessioning Authority against any claims,


Page 31 of 54

damages, expenses or losses in this regard and that in no case and shall for no purpose

shall Concessioning Authority be treated as employer in this regard;

f. make its own arrangements for construction materials and observe and fulfil the

environmental and other requirements under the Applicable Laws and Applicable

Permits from time to time;

g. ensure that the Project Site remains free from all encroachments and take all steps

necessary to remove encroachments, if any;

h. pay all taxes, duties, levies and outgoings, including utility charges relating to the Project;

i. not do or omit to do any act, deed or thing which may in any manner be violative of any

of the provisions of this Agreement; and

j. transfer the Project to the Concessioning Authority in fully operational and functional

condition upon termination of this Agreement, in accordance with the provisions thereof.

3.10 No Breach of Obligations

The Concessionaire shall not be considered to be in breach of its obligations under this

Agreement on account of any of the following:

a. Force Majeure Event, subject to Article 5.3;

b. Concessioning Authority Event of Default;

c. Compliance with the directions of any Government Agency, other than instructions

issued as a consequence of a breach by the Concessionaire of any of its obligations

hereunder; and

d. Closure of the Project or part thereof with the approval of the Concessioning Authority.


Page 32 of 54

Article 4 Obligations of Concessioning Authority

4.1 In addition to and not in derogation or substitution of any of its other obligations

under this Agreement, Concessioning Authority shall have the following obligations:-

a. Deleted

b. Shall have right at all times, during the period of this agreement to inspect the books

of accounts and other relevant records of the Concessionaire for past three financial

years in respect of the said Project. The Concessioning Authority may for this

purpose, have inspection done at its cost by a person or person(s) in its employment.

The Concessioning Authority shall, however, give to the Concessionaire, a prior

written notice period of not less than 14 days before the date of commencement of

any such inspection.

c. Any claims, liabilities and litigations arising out of in providing the Project Site free of

Encumbrances, prior to the date of issue of Notice to Commence, shall be borne

solely by the Concessioning Authority and it shall hold it harmless from any such

liabilities that may arise as a result of any such transfer of the Project Site.

d. To facilitate the Concessionaire in getting all such approvals, permissions and

authorizations which the Concessionaire is obliged to seek under this Agreement in

connection with development of the Project and the performance of its obligations

hereunder;

e. Upon written request from the Concessionaire, facilitate the Concessionaire in

obtaining necessary infrastructure facilities and utilities, including water, electricity

and telecommunication facilities at rates and on terms no less favourable to the

Concessionaire than those generally available to commercial customers receiving

substantially equivalent facilities / utilities; and

f. Deleted

g. The Concessioning Authority shall deliver possession of the Project Site at the time of

execution of the Lease Deed. Failure to do so, for any reason other than

Concessionaire Event of Default, shall constitute an event of default by Concessioning

Authority ("Concessioning Authority Event of Default”).

h. Upon written request from the Concessionaire, provide reasonable facilitation to the

Concessionaire and any expatriate personnel of the Concessionaire to obtain

applicable visas and work permits for the purpose of discharging its obligations under

this Agreement by the Concessionaire


Page 33 of 54

Article 5 Force Majeure

5.1 Force Majeure Event

5.1.1 For the purpose of this Agreement, Force Majeure Event means any of the Non-

Political Event and/or Political Event, set out below including the impact /

consequence thereof which:

a. is beyond the control of the Party claiming to be affected thereby (the “Affected

Party”),

b. causes Material Adverse Effect and prevents the Affected Party from performing or

discharging its obligations under this Agreement; and

c. the Affected Party has been unable to overcome or prevent despite exercise of due

care and diligence. These Non-Political Force Majeure Events will include:

i. earthquake, flood, inundation, landslide;

ii. storm, tempest, hurricane, cyclone, lightning, thunder or other extreme

atmospheric disturbances;

iii. fire caused by reasons not attributable to the Concessionaire or any of the

employees or agents of the Concessionaire;

iv. acts of terrorism;

v. strikes, boycotts, labour disruptions or any other industrial disturbances not

arising on account of the acts or omissions of the Concessionaire;

vi. war, hostilities (whether war be declared or not);

vii. invasion, act of foreign enemy, rebellion, riots, weapon conflict or military

actions, civil war;

viii. ionising radiation, contamination by radio activity from nuclear fuel, any

nuclear waste, radioactive toxic explosion;

ix. volcanic eruptions and

x. any judgment or order of a court of competent jurisdiction or statutory

authority in India made against the Concessionaire in any proceedings

reasons other than failure of the Concessionaire to comply with any

Applicable Law or Applicable Permits or on account of breach thereof, or of

any contract, enforcement of this Agreement or exercise of any of its rights

under this Agreement by Concessioning Authority.

d. action of authorities having Material Adverse Effect (hereinafter referred to as

“Political Force Majeure Events”) including but not limited to :

i. Expropriation, compulsory confiscation or takeover by any Competent

Authority of any Project Assets or rights of the Concessionaire.


Page 34 of 54

ii. any unlawful, unauthorized or without jurisdiction revocation of, or refusal to

renew or grant without valid cause any consent or approval required by the

Concessionaire or any of the Contractors to perform their respective

obligations under the Project Agreement (other than a consent obtaining of

which is Condition Precedent) and provided that such delay, modification,

denial, refusal or revocation did not result from the Concessionaire’s or any

Contractors inability or failure to comply with any condition relating to grant,

maintenance or renewal of such consents or permits.

5.2 Notice of Force Majeure Event

a. As soon as practicable and in any case within 7 days of the date of occurrence of a

Force Majeure Event or the date of knowledge thereof, the Affected Party shall notify

the other Party of the same setting out, inter alia, the following in reasonable detail:

i. the nature and extent of the Force Majeure Event;

ii. the estimated Force Majeure Period;

iii. the nature of and the extent to which, performance of any of its obligations under

this Agreement is affected by the Force Majeure Event;

iv. the measures which the Affected Party has taken or proposes to take to alleviate /

mitigate the impact of the Force Majeure Event and to resume performance of

such of its obligations affected thereby; and

v. any other relevant information concerning the Force Majeure Event, and / or the

rights and obligations of the Parties under this Agreement.

b. As soon as practicable and in any case within 5 days of notification by the Affected

Party in accordance with the preceding Sub-article 5.2 (a), the Parties shall meet and

hold discussions in good faith and where necessary conduct physical inspection /

survey of the Project Facilities in order to:

i. assess the impact of the underlying Force Majeure Event;

ii. to determine the likely duration of Force Majeure Period; and

iii. to formulate damage mitigation measures and steps to be undertaken by the

Parties for resumption of obligations, the performance of which shall have been

affected by the underlying Force Majeure Event.

c. The Affected Party shall during the Force Majeure Period provide to the other Party

with regular (not less than fortnightly) reports concerning the matters set out in the

preceding Sub-article 5.2(b) as also any information, details or document, which the

Parties may reasonably requires.


Page 35 of 54

5.3 Performance of Obligations

If the Affected Party is rendered wholly or partially unable to perform any of its obligations

under this Agreement because of a Force Majeure Event, it shall be excused from

performance of such obligations to the extent it is unable to perform the same on account of

such Force Majeure Event provided that:

a. due notice of the Force Majeure Event has been given as required by the preceding

Article 5.2;

b. the excuse from performance shall be of no greater scope and of no longer duration

than is necessitated by the Force Majeure Event;

c. the Affected Party has taken all reasonable efforts to avoid, prevent, mitigate and

limit damage, if any, caused or is likely to be caused to the Project as a result of the

Force Majeure Event and to restore the Project Facilties, in accordance with the

Good Industry Practice and its relative obligations under this Agreement;

d. 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, the non issue of such

notice being no excuse for any delay for resuming such performance;

e. the Affected Party shall continue to perform such of its obligations which are not

affected by the Force Majeure Event and which are capable of being performed in

accordance with this Agreement; and

f. any insurance proceeds received shall, subject to the provisions of Financing

Documents, be entirely applied to repair, replace or re-instate the assets damaged on

account of the Force Majeure Event, or in accordance with Good Industry Practice.

5.4 Termination due to Force Majeure Event

a. Termination

If a Force Majeure Event, continues or is in the reasonable judgment of the Parties

likely to continue beyond a period of 120 days, the Parties may mutually decide to

terminate this Agreement or continue this Agreement on mutually agreed revised

terms. If the Parties are unable to reach an agreement in this regard, the Affected

Party shall after the expiry of the said period of 120 days, be entitled to terminate this

Agreement.

Provided that the Parties may by mutual agreement, decide to continue this

Agreement on revised terms or to terminate this Agreement, if the Force Majeure

Event subsists or is likely to subsist for a period exceeding 180 days, then either Party

shall be entitled to terminate this Agreement.


Page 36 of 54

b. Termination Notice

If either Party, having become entitled to do so, decides to terminate this Agreement

pursuant to the preceding Sub-article 5.4(a), it shall issue Termination Notice setting

out;

i. in sufficient detail the underlying Force Majeure Event;

ii. the Termination Date which shall be a date occurring not earlier than 60 days

from the date of Termination Notice;

iii. the estimated Termination Payment including the details of computation thereof;

and

iv. any other relevant information.

c. Obligation of Parties

Following issue of Termination Notice by either Party, the Parties shall promptly take

all such steps as may be necessary or required to ensure that;

i. the Termination Payment, if any, payable by Concessioning Authority in

accordance with the following Sub-article 5.4(d) is paid to the Concessionaire on

the Termination Date; and

ii. the Project/ Project Site is handed back to Concessioning Authority by the

Concessionaire on the Termination Date free from all Encumbrance in

accordance with the provisions of Clause 6.6 (Handback of Transfer Assets) of

this Agreement.

d. Termination Payment in case of Termination due to Force Majeure Event

Upon Termination of this Agreement due to a Political Force Majeure Event,

Concessionaire shall be entitled to receive Fair Market Value (net of Land and

Movable Assets) of the Project Facilities and refund of Performance Security.

However, upon Termination of this Agreement due to a Non-Political Force Majeure

Event, the Concessionaire shall be entitled to receive and appropriate the proceeds of

any amounts under insurance policies. Performance Security, if subsisting, shall be

released.

Provided Concessioning Authority shall be entitled to deduct from such Termination

Payment any amount due and recoverable by Concessioning Authority including any

outstanding payment from the Concessionaire as on the Termination Date.

5.5 Liability for other losses, damages etc.

Save and except as expressly provided in this Article, neither Party hereto shall be liable in

any manner whatsoever to the other Party in respect of any loss, damage, cost, expense,


Page 37 of 54

claims, demands and proceedings relating to or arising out of occurrence or existence of any

Force Majeure Event.

Article 6 Events of Default, Termination and Handback

6.1 Events of Default

Event of Default shall mean either Concessionaire Event of Default or Concessioning

Authority Event of Default or both as the context may admit or requires:

a. Concessionaire Event of Default

Any of the following events shall constitute an Event of Default by the Concessionaire

("Concessionaire Event of Default") unless such event has occurred as a result of one or more

reasons set out in Article 5.1.1:-

i. The Concessionaire has failed to produce any documentary proof of any Tie up /

Joint Venture with an International / National Three Star or above Hotel/ Resort

company within a period of 30 months from the construction completion date, as per

Article 2.8.

ii. The Concessionaire has failed to achieve the construction and obtain Project

Construction Completion Certificate, i.e. complete the construction of the Project/

Project Facilities and amenities within the Project Construction Completion Period of

24 months from the Compliance Date, as per Article 2.8.

iii. The Concessionaire has failed to obtain the MoT accreditation, with respect to Hotel

Complex, within a period of 30 (Thirty) months from the Project Construction

Completion Certificate.

iv. The Concessionaire has failed to obtain the MoT accreditation, for Hotel Complex, in

any given calendar year and has failed to re-obtain the requisite MOT accreditation

within the “Concessionaire’s Proposal to Rectify” and / or the “Cure Period” as

provided under Article 6.2 (a).

v. The Concessionaire has failed to perform, implement or discharge any of its

obligations and / or failed to implement any of the provisions, as set out under this

Concession Agreement (including Schedules).

vi. The Concessionaire has failed to pay the Annual Concession Fee during the

Concession Period.

vii. The Concessionaire has failed to comply with the Applicable Laws / Applicable

Permits or any Rules and such failure has resulted in a Material Breach of the

Agreement;


Page 38 of 54

viii. The Concessionaire has failed to implement the Project in accordance with the

provisions of this Agreement and such failure, in the reasonable estimation of

Concessioning Authority, is likely to delay achieving Scheduled Project Construction

Completion Date.

ix. The Concessionaire’s failure to perform or discharge any of its obligations under this

Agreement, which has or is likely to have a Material Adverse Effect;

x. The Concessionaire has failed to make any other payments, other than the Annual

Concession Fee, due to Concessioning Authority and more than 60 days have elapsed

since such payment became due;

xi. The Concessionaire is in Material Breach of any of its obligations under this

Agreement and the same has not been remedied for more than 120 days;

xii. Any representation made or warranty given by the Concessionaire under this

Agreement is found to be false or misleading;

xiii. A resolution has been passed by the shareholders of the Concessionaire for voluntary

winding up of the Concessionaire;

xiv. Any petition for winding up of the Concessionaire has been admitted and liquidator

or provisional liquidator has been appointed or the Concessionaire has been ordered

to be wound up by Court of competent jurisdiction, except for the purpose of

amalgamation or reconstruction with the prior consent of Concessioning Authority,

provided that, as part of such amalgamation or reconstruction and the amalgamated

or reconstructed entity has unconditionally assumed all surviving obligations of the

Concessionaire under this Agreement;

xv. A default has occurred under any of the Financing Documents and any of the lenders

to the Project has recalled its Financial Assistance and demanded payment of the

amounts outstanding under the Financing Documents or any of them as applicable;

xvi. The Concessionaire has abandoned the Project for the consecutive period of 3 (three)

months;

xvii. The Concessionaire has unlawfully repudiated this Agreement or has otherwise

expressed an intention not to be bound by this Agreement;

xviii. The Concessionaire has suffered an attachment levied on any of its assets, which has

caused or is likely to cause a Material Adverse Affect on the Project and such

attachment has continued for a period exceeding 120 days.

xix. The Concessionaire has created encumbrance(s) beyond the Concession Period /

Term of this Concession Agreement / Lease Period and in violation of the provisions

herein in this regard.


Page 39 of 54

b. Concessioning Authority Event of Default

Failure of Concessioning Authority to deliver possession of the Project Site within 120 (one

hundred and twenty) days of execution of Lease Deed for any reason other than

Concessionaire Event of Default shall constitute an event of default by Concessioning

Authority ("Concessioning Authority Event of Default”).

6.2 Termination due to Event of Default

a. Termination for Concessionaire Event of Default

i. Without prejudice to any other right or remedy which Concessioning Authority may

have in respect thereof under this Agreement, upon the occurrence of a

Concessionaire Event of Default, Concessioning Authority shall be entitled to

terminate this Agreement in the manner as set out under Article 6.2(a)(ii) and Article

6.2(a)(iii).

ii. If Concessioning Authority decides to terminate this Agreement pursuant to

preceding (i), it shall in the first instance issue “Preliminary Notice to Remedy” to the

Concessionaire. The Concessionaire within 30 (Thirty) days of receipt of the

Preliminary Notice to Remedy, shall submit to Concessioning Authority in sufficient

detail, the manner in which it proposes to cure the underlying Event of Default (the

“Concessionaire's Proposal to Rectify”). In case of non-submission of the

Concessionaire's Proposal to Rectify within the said period of 30 (Thirty) days, the

Concessioning Authority shall be entitled to terminate this Agreement by issuing the

Termination Notice.

iii. If the Concessionaire's Proposal to Rectify is submitted within the period stipulated

therefore, the Concessionaire shall have further period of 90 (Ninety) (“Cure Period”)

to remedy / cure the underlying Event of Default. If, however the Concessionaire fails

to remedy / cure the underlying Event of Default within such further period allowed,

Concessioning Authority shall be entitled to terminate this Agreement by issuing the

Termination Notice.

b. Termination for Concessioning Authority Event of Default

i. Without prejudice to any other right or remedy which the Concessionaire may have in

respect thereof under this Agreement, upon the occurrence of Concessioning

Authority Event of Default, the Concessionaire shall be entitled to terminate this

Agreement by issuing Termination Notice.

ii. If the Concessionaire decides to terminate this Agreement pursuant to preceding the

above Clause (i), it shall in the first instance issue Preliminary Notice to Remedy to

the Concessioning Authority. Within 30 (Thirty) days of receipt of Preliminary


Page 40 of 54

Notice to Remedy, to Concessioning Authority shall forward to the Concessionaire its

proposal to remedy / cure the underlying Event of Default (the "Concessioning

Authority Proposal to Rectify”). In case of non-submission of Concessioning

Authority Proposal to Rectify within the said period of 30 (Thirty) days,

Concessionaire shall be entitled to terminate this Agreement by issuing Termination

Notice.

iii. If Concessioning Authority Proposal to Rectify is forwarded to the Concessionaire

within the period stipulated thereof, Concessioning Authority shall have further

period of 90 (Ninety) days to remedy / cure the underlying Event of Default. If,

however Concessioning Authority fails to remedy / cure the underlying Event of

Default within such further period allowed, the Concessionaire shall be entitled to

terminate this Agreement by issuing Termination Notice.

c. Termination Notice

If a Party having become entitled to do so, decides to terminate this Agreement pursuant to

the preceding Sub article 6.2 (a) or 6.2(b), it shall issue Termination Notice setting out:

i. in sufficient detail the underlying Event of Default;

ii. the Termination Date which shall be a date occurring not earlier than 60 days from

the date of Termination Notice;

iii. the estimated Termination Payment including the details of computation thereof;

and,

iv. any other relevant information.

d. Obligation of Parties

Following issue of Termination Notice by either Party, the Parties shall promptly take all

such steps as may be necessary or required to ensure that:

i. until Termination the Parties shall, to the fullest extent possible, discharge their

respective obligations so as to maintain the continued operation of the Project

Facility;

ii. the Project and Project Site shall be transferred to the Concessioning Authority by the

Concessionaire on the Termination Date, free from all Encumbrances, as per the

provisions of Clause 6.6 (Handback of Transfer Assets) of this Agreement.

iii. The Termination Payment, if any, payable by either Party in accordance with the

following sub clause (f) is paid to the Other Party on the Termination Date.

e. Withdrawal of Termination Notice

Notwithstanding anything inconsistent contained in this Agreement, if the Party who has

been served with the Termination Notice cures the underlying Event of Default to the


Page 41 of 54

satisfaction of the other Party at any time before the Termination occurs, the Termination

Notice shall be withdrawn by the Party which had issued the same.

Provided that the Party in breach shall compensate the other Party for any direct costs /

consequences occasioned by the Event of Default, which caused the issue of Termination

Notice.

f. Termination Payments

i. Upon Termination of this Agreement on account of Concessionaire Event of Default,

prior to the Project Construction Completion Date, Concessioning Authority shall

retain payments, if any, already received. In addition, Concessioning Authority shall

also be entitled to forfeit and retain the Construction Performance Security for

Construction Period, if subsisting.

ii. Deleted.

iii. In consequence to this, the Concessionaire shall hand over physical, vacant,

unencumbered possession of the Project Site / Project Facilities to the Concessioning

Authority. The Concessionaire shall also pay any balance (outstanding) up-to-date

Annual Concession Fee, payable by the Concessionaire to the Concessioning

Authority.

iv. Deleted

v. All payments due to the Concessionaire / Concessioning Authority as calculated

under Article 6 shall be made within 30 (thirty) days of receiving the Termination

Notice.

6.3 Rights of Concessioning Authority on Termination

Upon Termination of this Agreement for any reason whatsoever, Concessioning Authority

shall upon making the Termination Payment, if any, to the Concessionaire have the power

and authority to:

a. enter upon and take possession and control of the Project Facility and Project Site

forthwith as per the provisions of Clause 6.6 (Handback of Transfer Assets) of this

Agreement.

b. prohibit the Concessionaire and any person claiming through or under the

Concessionaire from entering upon / dealing with the Project Facilities and Project Site;

c. Notwithstanding anything contained in this Agreement, Concessioning Authority shall

not, as a consequence of Termination or otherwise, have any obligation whatsoever

including but not limited to obligations as to compensation for loss of employment,


Page 42 of 54

continuance or regularisation of employment, absorption or re-employment on any

ground, in relation to any person in the employment of or engaged by the Concessionaire

in connection with the Project, and the transfer of the Project Site and Project Facilities

by the Concessionaire to Concessioning Authority shall be free from any such obligation.

6.4 Accrued Rights of Parties

Notwithstanding anything to the contrary contained in this Agreement, Termination

pursuant to any of the provisions of this Agreement shall be without prejudice to accrued

rights of either Party including its right to claim and recover monetary damages and other

rights and remedies which it may have under law or contract. The rights and obligations of

either Party under this Agreement, including without limitation those relating to the

Termination Payment, shall survive the Termination but only to the extent such survival is

necessary for giving effect to such rights and obligations.

6.5 Expiry of Term and/or Extension of Concession Agreement

6.5.1 At the end of the Term (and/or any Extension thereof) of the Concession Agreement,

the provisions of Article 2.7 shall prevail and become applicable.

6.6 Handback of Transfer Assets

Upon termination of this Agreement and consequent obligation of Concessioning Authority

to acquire the “Transfer Assets” hereof, on expiry of the Term, the Concessionaire shall

ensure that on the Transfer Date its interest in:

i. Deleted

ii. All immovable property, assets, structures, buildings, services, furnishings, edifices,

court-areas, ways, walls, compounds, equipment, plant & machinery relatable to Transfer

Assets shall be transferred to Concessioning Authority or its nominee, clear of all

Encumbrances and with good title;

iii. The rights and obligations under or pursuant to all contracts relatable to Transfer Assets

and other arrangements entered into in accordance with the provisions of this

Agreement between Concessionaire and any third party shall (in consideration of

Concessioning Authority’s assumption of the obligations under or pursuant to the

contracts and other arrangements) be vested in Concessioning Authority or its nominee,

clear of all Encumbrances and with good title; and

iv. Notwithstanding anything contained in Article 6.6 (i),(ii) and (ii), prior to any transfer of

the Transfer Assets, Concessioning Authority, shall have the right to conduct a due

diligence of the contracts and agreements, the rights and obligations of which it is

assuming and shall not be bound to assume the rights and obligations of contracts that,

in the sole opinion of Concessioning Authority are unreasonably onerous, and would be


Page 43 of 54

considered onerous at the time that the contracts were entered into. In relation to all

such contracts that are not transferred to Concessioning Authority, no third Entity,

including the counter-party of such contract shall have any right, license, title, interest,

benefit, claim or demand against or over any Asset and such Transfer Asset shall be

transferred to Concessioning Authority or its nominee, free from all Encumbrances and

with good title.

v. Furthermore, notwithstanding anything contained in the Article 11.1 no liability (accrued

or contingent) of Concessionaire or relating to the Project arising on account of actions or

inactions prior to the Transfer Date shall be assumed or transferred to Concessioning

Authority or its nominees. The Concessioning Authority or its nominees shall not be

liable for liabilities in relation to the Project arising pursuant to the Transfer Date. In the

event of any such liability being assumed or transferred to Concessioning Authority or its

nominee or any Encumbrance existing on any of the Transfer Assets, the quantum of

such liability and / or amount corresponding to such Encumbrance, shall be

compensated by Concessionaire to Concessioning Authority.

vi. Without prejudice to the foregoing, Concessionaire agrees to indemnify and keep

indemnified the Concessioning Authority from and against all actions, proceedings,

losses, damages, liabilities, claims, costs and expenses whatsoever which may be

sustained or suffered by the Concessioning Authority as a result of any actions or

omissions of the Concessionaire prior to the transfer of the Transfer Assets. It is

expressly understood by the Parties that this Article shall survive the termination or

expiry of this Agreement.


Page 44 of 54

Article 7 Dispute Resolution

7.1 Amicable Resolution

a. Save where expressly stated to the contrary in this Agreement, any dispute, difference

or controversy of whatever nature between the Parties, howsoever arising under, out

of or in relation to this Agreement (the "Dispute") shall in the first instance be

attempted to be resolved amicably in accordance with the procedure set forth in Sub-

article 7.1 (b) below.

b. Either Party may require such Dispute to be referred to the Chairman of PAHCL and

Chairman of Board of Directors of the Concessionaire, for amicable settlement. Upon

such reference, the two shall meet at the earliest mutual convenience and in any case

within 30 (Thirty) days of such reference to discuss and attempt to amicably resolve

the Dispute, as evidenced by the signing of written terms of settlement within 30

(Thirty) days of such meeting or such longer period as may be mutually agreed by the

Parties. If the Dispute is not amicably settled within 30 (Thirty) days (or such longer

mutually agreed period) of such meeting between the two, either Party may refer the

Dispute to arbitration in accordance with the provisions of Article 7.2 below.

7.2 Arbitration

a. any dispute or difference between the parties as to matter arising under this agreement

which cannot be settled amicably within thirty days after receipt by a party of the other

party’s request for amicable settlement may be submitted by a party to arbitration in

accordance with the provisions of paragraph (b)

b. subject to paragraph (a) of this clause 7.2, in the event of any dispute, controversy or

claim arising between the parties hereto out of or in connection with this agreement or

interpretation of its terms, including without limitation, its validity, enforcement, breach,

performance, termination or expiration, such dispute, controversy or claim shall be

finally settled by arbitration.

c. “in event of any question, dispute or difference arising under the agreement or in

connection therewith, the matter shall be referred to the Managing Director of PAHCL

for appointment of sole arbitrator as per the provisions of the Arbitration and

Conciliation Act, 1996 as amended time to time. The sole arbitrator so appointed shall

not have any direct or indirect of any past or present relationship or interest in any of the

parties.

d. Place of Arbitration

The place of arbitration shall at Delhi only and the jurisdiction of the Courts of Delhi shall

prevail.


Page 45 of 54

e. English Language

The request for arbitration, the answer to the request, the terms of reference, any written

submissions, any orders and awards shall be in English and, if oral hearings take place,

English shall be the language to be used in the hearings.

f. Enforcement of Award

The Parties agree that the decision or award resulting from arbitration shall be final and

binding upon the Parties and shall be enforceable in accordance with the provisions of the

Arbitration Act subject to the rights of the aggrieved parties to secure relief from any higher

forum.

g. Performance during Arbitration

Pending the submission of and / or decision on a dispute and until the arbitral award is

published; the Parties shall continue to perform their respective obligations under this

Agreement, without prejudice to a final adjustment in accordance with such award.

7.3 Adjudication by Regulatory Authority

In the event of the constitution of a statutory Regulatory Authority with powers to adjudicate

upon Disputes between the Concessionaire and the Concessioning Authority, then instead of

reference to Arbitration under Article 7.2, such Regulatory Authority shall adjudicate upon

all Disputes arising out after its constitution, in accordance with the Applicable Laws.


Page 46 of 54

Article 8 Article 8

(DELETED)


Page 47 of 54

Article 9 Financing and Lender’s Rights

9.1 The Concessioning Authority hereby agrees that it shall enter into a Substitution

Agreement as given in Schedule 5 with the Senior Lender and the Concessionaire

thereby shall grant the Senior Lender rights to the extent those available to

Concessionaire in the event of “Termination for Concessionaire Event of Default” as set

out in Article 6.2 (a).

9.2 At any time after the Lenders' Representative have issued a Notice of Financial Default

of the Concessionaire, it may by notice require the Concessioning Authority to suspend

all the rights of the Concessionaire and undertake the operation and maintenance of

the Project on its own or through a Third Party. However, in case the Concessioning

Authority is not in the position to take up the O&M of the Project on its own or through

a Third Party, then till the time such Third Party is identified and is in a position to

take over the O&M of the Project, the Concessionaire shall have to Operate and

Maintain the Project in accordance with the terms and provisions of this agreement.

The aforesaid Suspension shall be revoked upon substitution of the Concessionaire by

a Nominated Company, and in the event such substitution is not completed within 180

(one hundred and eighty) days from the date of such Suspension, the Concessioning

Authority may terminate the Concession Agreement forthwith by issuing a

Termination Notice in accordance with the provisions of the Concession Agreement;

provided that upon written request from the Lenders' Representative and the

Concessionaire, the Concessioning Authority may extend the aforesaid period of 180

(one hundred and eighty) days by a period not exceeding 90 (ninety) days.


Page 48 of 54

Article 10 Representations and Warranties

10.1 Representations and Warranties of the Concessionaire

The Concessionaire represents and warrants to Concessioning Authority that:

a. it is duly organised, validly existing and in good standing under the laws of India;

b. it has full power and authority to execute, deliver and perform its obligations under this

Agreement and to carry out the transactions contemplated hereby;

c. it has taken all necessary corporate and other action under Applicable Laws and its

constitutional documents to authorise the execution, delivery and performance of this

Agreement;

d. it has the financial standing and capacity to undertake the Project;

e. this Agreement constitutes its legal, valid and binding obligation enforceable against it in

accordance with the terms hereof;

f. the information furnished in the bid / proposal and as updated on or before the date of

this Agreement is true and accurate in all respects as on the date of this Agreement;

g. 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 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 are bound or affected;

h. there are no actions, suits, proceedings or investigations pending or to the

Concessionaire's knowledge threatened against it at law or in equity before any court or

before any other judicial, quasi-judicial or other authority, the outcome of which may

constitute Concessionaire Event of Default or which individually or in the aggregate may

result in Material Adverse Effect;

i. it 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 Government Agency which

may result in Material Adverse Effect;

j. it 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;

k. subject to receipt by the Concessionaire from Concessioning Authority of any amount

due under any of the provisions of this Agreement, in the manner and to the extent

provided for under the applicable provisions of this Agreement all rights and interests of

the Concessionaire in and to the Project Site and Project Facility shall pass to and vest in

Concessioning Authority on the Termination Date free and clear of all Encumbrances


Page 49 of 54

without any further act or deed on the part of the Concessionaire or Concessioning

Authority;

l. no representation or warranty by the Concessionaire contained herein or in any other

document furnished by it to Concessioning Authority or to any Government Agency in

relation to Applicable Permits 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

m. Without prejudice to any express provision contained in this Agreement, the

Concessionaire acknowledges that prior to the execution of this Agreement, the

Concessionaire has after a complete and careful examination made an independent

evaluation of the Project Site, and the information provided by Concessioning Authority,

and has determined to its satisfaction the nature and extent of risks and hazards as are

likely to arise or may be faced by the Concessionaire in the course of performance of its

obligations hereunder.

n. The Concessionaire also acknowledges and hereby accepts the risk of inadequacy,

mistake or error in or relating to any of the matters set forth above and hereby confirms

that Concessioning Authority shall not be liable for the same in any manner whatsoever

to the Concessionaire

10.2 Representations and Warranties of Concessioning Authority

Concessioning Authority represents and warrants to the Concessionaire that:

a. Concessioning Authority has full power and authority to enter into this Agreement and

has taken all necessary action to authorise the execution, delivery and performance of

this Agreement;

b. This Agreement constitutes Concessioning Authority's legal, valid and binding obligation

enforceable against it in accordance with the terms hereof;

c. It has a good and valid right over the Project Site and has power and authority to grant a

lease in respect thereto to the Concessionaire; and

d. Deleted.

10.3 Obligation to Notify Change

In the event that any of the representations or warranties made / given by a Party ceases to

be true or stands changed, the Party who had made such representation or given such

warranty shall promptly notify the other of the same.


Page 50 of 54

Article 11 MISCELLANEOUS

11.1 Assignment and Charges

a. Save and except as provided otherwise in this Concession Agreement, the Concessionaire

shall not assign in favour of any person this Agreement or the rights, benefits and

obligations hereunder, without the prior sanction of the Concessioning Authority.

b. Notwithstanding anything stated elsewhere, the Concessionaire shall not create nor

permit to be created any encumbrance or lien over the Project Site (land, buildings and

permanent structures attached thereto).

c. Restraint set forth in Sub-articles 11.1 (a) and 11.1 (b) above, shall not apply to:

i. Assignment of Concessionaire’s rights, title, benefits and interest in Project Assets

other than the Project Site under this Agreement and other Project related Financial

Documents to or in favour of the Lenders as security for Financial Assistance

provided by them.

ii. Mortgage, pledge and hypothecate its rights, title, benefits and interest in the Project

Assets other than the Project Site, as security for indebtedness in favour of the

Lender, subject to the terms of this Concession Agreement and without yielding

possession of the Project to the Lender. It is being clarified here that such mortgage

or charge shall not extend beyond the expiry/ termination of the Concession Period.

However, it is being clarified here that the Concessionaire shall duly inform in writing

to the Concessioning Authority of any such assignment /charge, at all times during

the Concession Period.

Notwithstanding anything contained in Article 11.1 (c) the rights of the Concessionaire shall

not be contrary or in derogation to the provisions relating to Transfer of Assets contained

under Article 6.6. Further, the rights to Concessionaire to create encumbrance(s) as

mentioned in this Article 11.1 (c) shall be read with the provisions of Article 2.1 (d).

11.2 Interest and Right of Set Off

Any sum which becomes payable under any of the provisions of this Agreement by one

Party to the other Party shall, if the same be not paid within the time allowed for

payment thereof, shall be deemed to be a debt owed by the Party responsible for

payment thereof to the Party entitled to receive the same. Such sum shall until

payment thereof carry interest @ SBI PLR + 4% per annum, from the due date for

payment thereof until the same is paid to or otherwise realised by the Party entitled to

the same. Without prejudice to any other right or remedy that may be available under

this Agreement or otherwise under law, the Party entitled to receive such amount shall

also have the right of set off.


Page 51 of 54

Provided the stipulation regarding interest for delayed payments contained in this

Article 11.2 shall neither be deemed nor construed to authorise any delay in payment of

any amount due by a Party nor be deemed or construed to be a waiver of the

underlying breach of payment obligations.

11.3 Governing Law and Jurisdiction

This Agreement shall be governed by the laws of India. The Courts of Delhi only shall

have jurisdiction over all matters arising out of or relating to this Agreement.

11.4 Waiver

a. Waiver by either Party of any default by the other Party in the observance and

performance of any provision of or obligations under this Agreement:

i. shall not operate or be construed as a waiver of any other or subsequent default

hereof or of other provisions or obligations under this Agreement;

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

representative of such Party; and

iii. shall not affect the validity or enforceability of this Agreement in any manner.

b. Neither the failure by either Party to insist on any occasion upon the performance of

the terms, conditions and provisions of this Agreement or any obligation hereunder

nor time or other indulgence granted by a Party to the other Party shall be treated or

deemed as waiver / breach of any terms, conditions or provisions of this Agreement.

11.5 Survival

Termination of this Agreement:

a. shall not relieve the Concessionaire or Concessioning Authority of any obligations

already incurred hereunder which expressly or by implication survives Termination

hereof; and

b. except as otherwise provided in any provision of this Agreement expressly limiting

the liability of either Party, shall not relieve either Party of any obligations or

liabilities for loss or damage to the other Party arising out of or caused by acts or

omissions of such Party, prior to the effectiveness of such Termination or arising out

of such Termination.

11.6 Amendments

This Agreement and the Schedules together constitute a complete and exclusive

understanding of the terms of the Agreement between the Parties on the subject hereof

and no amendment or modification hereto shall be valid and effective unless agreed to

by both the Parties hereto and evidenced in writing.


Page 52 of 54

11.7 Notices

Unless otherwise stated, notices to be given under this Agreement including but not

limited to a notice of waiver of any term, breach of any term of this Agreement and

termination of this Agreement, shall be in writing and shall be given by hand delivery,

recognised international courier, mail, telex or facsimile transmission and delivered or

transmitted to the Parties at their respective addresses set forth below:

If to Concessioning Authority:

The Managing Director

Punjab Ashok Hotels Company Limited

_________

If to the Concessionaire:

The Managing Director,

“__________________”

__________________________________

Fax No. ___________________________

Or such address, telex number, or facsimile number as may be duly notified by the respective

Parties from time to time, and shall be deemed to have been made or delivered.

a. in the case of any communication made by letter, when delivered by hand, by

recognised international courier or by mail (registered, return receipt requested) at

that address; and

b. in the case of any communication made by telex or facsimile, when transmitted

properly addressed to such telex number or facsimile number.

11.8 Severability

If for any reason whatsoever any provision of this Agreement is or becomes invalid,

illegal or unenforceable or is declared by any court of competent jurisdiction or any

other 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 shall negotiate in good faith with a view to agreeing upon one or more

provisions which may be substituted for such invalid, unenforceable or illegal

provisions, as nearly as is practicable. Provided failure to agree upon any such

provisions shall not be subject to dispute resolution under this Agreement or

otherwise.


Page 53 of 54

11.9 No Partnership

Nothing contained in this Agreement shall be construed or interpreted as constituting

a partnership between the Parties. Neither Party shall have any authority to bind the

other in any manner whatsoever.

11.10 Language

All notices required to be given under this Agreement and all communications,

documentation and proceedings which are in any way relevant to this Agreement shall

be in writing and in English language.

11.11 Exclusion of Implied Warranties etc.

This Agreement expressly excludes any warranty, condition or other undertaking

implied at law or by custom or otherwise arising out of any other agreement between

the Parties and any representation by any Party not contained in a binding legal

agreement executed by the Parties.

11.12 Counterparts

This Agreement may be executed in 3 counterparts, each of which when executed and

delivered shall constitute an original of this Agreement but shall together constitute

one and only the Agreement.

11.13 General Liability and Indemnity

a. The Concessionaire shall indemnify, defend and hold Concessioning Authority

harmless against any and all proceedings, actions and third party claims arising out

of a breach by Concessionaire and its sub-contractors, agents, employees, etc. of any

of its obligations under this Agreement except to the extent that any such claim has

arisen due to breach by Concessioning Authority of any of its obligations under this

Agreement.

b. Deleted.

IN WITNESS WHEREOF the Parties have executed this Agreement as of the day and year

first above written.

For and on behalf of Concessioning Authority

Signed by_______________

For and on behalf of Concessionaire

Signed by_______________

For and on behalf of Concessioning Authority

Signed by_______________


Page 54 of 54

In the presence of Witnesses:

1)

2)

PUNJAB ASHOK HOTEL COMPANY LIMITED

SCOPE Complex, Core-8, 5thFloor,


Revival of Incomplete Hotel at Anandpur Sahib

through PPP SECTION – III: SCHEDULES


Page 2 of 58

Schedule- 1: The Project

1.1. Broad Scope of Work

“A Hotel Complex along with a Coffee Shop, Indoor Activity Zone, Food Court

and Banquet Facility”

Under this developmental plan, the Hotel Complex/ Project shall be augmented with an

outdoor coffee shop, Indoor activity zone for all age group and banquet facility. The indoor

activity zone shall have activity for all age groups.

The proposed concept shall have following components:

1.1.1. A Hotel Complex

Present hotel block shall be refurbished by the Concessionaire and shall be used as hotel

complex. The hotel complex has approximately 33 rooms and the Concessionaire shall have

the option for addition of rooms, with intimation to the Concessioning Authority.

1.1.2. Multipurpose Hall

The Concessionaire has to develop approximately 5000sqftand will be used as banquet

facility or as conference facility to hold family as well as corporate events.

1.1.3. Outdoor Banquet Facility

Outdoor banquet facility shall be a complement to the proposed multipurpose hall.

1.1.4. Coffee Shop

This facility has been proposed to tap daily visiting tourist in town and the total area of coffee

shop would be around 2100 sq. ft.


Page 3 of 58

1.1.5. Indoor Activity Zone

Indoor activity zone has been planned to increase the engagement level of visiting tourist and

keep him stay put in the town for night. The gaming zone shall have board games, interactive

games and adventure activities and spate play area for smaller kids. Total area of the Indoor

Activity Zone shall be ~ 5250 sq ft.

1.1.6. Food Court

Food court will complement the coffee shop and will have varied food option catering various

cuisines. The total size of food court shall be around 4000sq ft.

1.1.7. Parking

The Concessionaire shall provide separate parking for in-house guest and day guest visiting

food court or coffee shop. This shall be an added attraction to the site as no other hotel in

town offer parking facility. The car parking would be able to accommodate ~ 50 cars

1.2. Optional Development Concepts

Following are the optional developments which can be developed by the Concessionaire:

1. Camping site with in the hotel complex

2. Adventure activities in nearby areas

3. Eco-tourism & trekking activities on the banks of Beas river

4. Allocation of some area in food court for commercial purpose

The Concessionaire is authorized to choose any or all the permissible activities in the project,

as per applicable laws.


Page 4 of 58

Schedule – 2: Project Site

2.1. Project History

India Tourism Development Corporation Ltd. (ITDC) entered into an Agreement with

Punjab Tourism Development Corporation (PTDC) on 7th July 1998 for setting up &

operating a quality hotel at Anandpur Sahib. ITDC was designated as Promoter whereas

PTDC were the Co-Promoter for this joint venture with 51% and 49% equity shareholding

respectively. The company was named as ‘Punjab Ashok Hotel Company Limited.’ (PAHCL)

ITDC started the construction work in the year 1998 but work was abandoned in year 2000.

The total area of the plot is around 6 acres of which 0.75 acre is occupied by the Tourist

Reception Centre (TRC Building). Hence for the Hotel the effective are is ~5.25 acres. The

structural and civil work of the Hotel property is completed whereas external development,

interiors, finishing and furnishing work is pending.

2.2. Project Site Appreciation

Anandpur Sahib is located

in Roopnagar district of

Punjab. It is 87 Kms from

Chandigarh. The property

is located in most

premium neighbourhood

surrounded by a world

class museum cum

interpretation centre built

on 100 acres area known

as ‘The Khalsa Heritage

Complex’. The museum is

inspired by the rich

natural and architectural

heritage of Sri Anandpur

Hotel Site

Virasat –e- Khalsa Gurudwara

Kesgarh Sahib

Railway Station Anandpur Sahib

Figure 1: Birdseye View of Project Site


Page 5 of 58

Sahib.

The project site is very conveniently located from bus station, railway station, Takhat Sri

Kesgarh Sahib and Virasat-e-Khalsa.

Table 1: Distance of Project Site from Major Points

S. No. Location Distance

1. Railway Station, Anandpur Sahib 1.5 Km

2. Bus Station, Anandpur Sahib 2.0 Km

3. Virasat-e-Khalsa 0.5 Km

4. Takht Sri Kesgarh Sahib 1.3 Km

2.3. Site Details

2.3.1. Land Details

As per revenue records, land for project is in the ownership of Department of Tourism,

Punjab. Total area of land is ~5.25 Acres and present land use as per revenue records is

hotel. The land is in L shape and located on Park Street Road connecting NH – 503 and SH

– 22 to Takht Sri Kesgarh Sahib.

2.3.2. Floor Area Ratio

Total land area is around 5.25 acres or 21,252 sq. m. As per GMADA Regional Plan 2008-58

the permissible FAR is 1.75 for commercial development. Based on this, the total area

available for development is approximately 37,191 sq. m. At present, the total built up area is

approximately 2,508 sq. m.

2.3.3. Present Infrastructure

On the site there is an incomplete hotel structure present. The site was developed by Punjab

Ashok Hotel Company LimitedLtd. and has an area spread of 5.25 acres. The entire 5.25 Acre

campus has been enclosed by a boundary wall, with only one entrance gate. In order to

maintain security and safety at the campus, no additional entry/exit points are to be

constructed. As all major Civil Infrastructure facilities are provided, details are as follows:


Page 6 of 58

2.3.3.1. Hotel Building

The present hotel complex has a hotel block, restaurant, lounge and office block. Only basic

civil work has been completed for above mentioned components. Due to lack of proper

maintenance the hotel building is in very bad state and lot of cracks have generated and at

many places vegetation on walls in visible.

2.3.3.2. 2.3.3.2 Electricity

The site has basic electrical infrastructure ready and well placed. There is a 200KVA

transformer installed to meet all electrical requirements.

Figure 2: Present Condition of Hotel Structure


Page 7 of 58

2.3.3.3. Water Supply & Sanitation

The site has a dedicated water supply to meet all requirements. All internal plumbing has

been completed. There is a water tank for water storage. Kitchen & dining area as well as

toilets have separate sewage line.

2.3.3.4. Boundary Wall

The site has 6 feet boundary wall along its boundary fitted with 2” high barbed wire on it.


Page 8 of 58

Schedule – 3: Standards & Specifications

1.1.Specifications for Design, Engineering and Construction

The primary objective of the Project is to provide a world class facility to visitors from all age

groups and all sections of society.

1.1.1 Project Site

1.1.1.1 Planning Guidelines

The development shall be in accordance with the provisions of Development Control

Regulations of the appropriate authority. Adequate surface drainage arrangement shall be

made.

1.1.1.2 Entry/Exit to Site

The Concessionaire shall provide entry and exit points in a manner which ensures that the

circulation is not in conflict with other vehicular or pedestrian movements on the access road

to the Project Site.

1.1.1.3 Zoning of Facilities

The Concessionaire shall ensure that the Project Facilities are appropriately zoned within the

Project Site based on the Resort-cum-Spa activities, extent of public usage, functional

relationships, noise levels and applicable norms/ regulations for the Project Site.

1.1.1.4 Parking

The Concessionaire shall ensure to provide sufficient Parking for the Project Facility within

the Project Site and shall be as per the norms specified in State Municipal Building Bye-Law.

The parking facility shall be provided to meet the peak hour and peak season demand of

visitors during the Concession Period. Adequate and appropriate landscaping shall also be

provided in the surface parking lots.

1.1.1.5 Landscaping and Street Furniture

The Concessionaire shall provide appropriate landscaping and street furniture within the

Project Site. The street furniture shall be designed so as to compliment the overall design

concept. The components of street furniture shall comprise of, but not be limited to the

following:

a. Signage- direction, information, safety and facility signs

b. Benches

c. Litterbins

d. Railings and Guards


Page 9 of 58

e. Street Lights/Poles

1.1.2 Road Marking

The Concessionaire shall ensure to provide an appropriate road marking in the Project Site

as per IRC: 67-2010.

1.1.3 Lighting

The Concessionaire shall ensure to provide an appropriate interior & exterior lighting

including illumination of car parks, walkways and access roads as per National Lighting

Code - 2010 (SP-2010). Street lighting shall be such that there are no shadow areas

anywhere along the road/ walkways.

1.1.4 Landscaping

All open areas in the Project Site shall be landscaped appropriately in order to reduce

pollution and enhance the overall aesthetics of the Project Site.

1.2 Minimum Construction Specifications: As per best Industry Practices

1.3 Utilities

Standby DG Set of adequate capacity to be provided to meet the emergency load

requirements or for backup during power outages along with the secondary backup

for the minimum operation.

Adequate underground/overhead water storage to be provided to cater for a day

requirement of domestic flushing and firefighting purpose.

The Concessionaire shall ensure the provision of proper fire safety measure

conforming to the provisions of National Building Code to the satisfaction of the

competent authority.


Page 10 of 58

Schedule – 4: Operation and Maintenance Requirements

H.1. General

1. The Concessionaire shall comply with the O&M Requirements set out in this

Schedule. In doing so, the Concessionaire shall ensure that the Project Facilities are

maintained to the standards and specifications as set out in the Construction

Requirements and also meet the other requirements, if any, set out in the Agreement.

2. The Concessionaire must apply and qualify the proposed project as a 3-Star or above

facility as per the guidelines1 issued by Ministry of Tourism, Government of India.

3. To maintain high standards of quality and safety during operations, it is required that

the Concessionaire shall apply and obtain ISO 9001 - Quality Management certificate

for the Activity Zone component within 6 (six) month of operation. These certificates

shall then be renewed periodically as applicable during the course of Concession

Period.

4. In the design, planning and implementation of all works and functions associated

with the operation and maintenance of the Project Facilities, the Concessionaire shall

take all such actions and do all such things (including without limitation, organizing

itself, adopting measures and standards, executing procedures including inspection

procedures, and engaging contractors) in such manner, as would:

a. ensure the safety of personnel deployed on and users of the Project Facilities or

part thereof;

b. keep the Project Facilities from undue deterioration and wear; and

c. permit unimpaired performance of statutory duties and functions of any party in

relation to the Project.

5. The Concessionaire shall ensure that:

a. Applicable and adequate safety measures are taken

b. Minimum delay is caused to users of the Project Facilities

c. Adverse effects on the environment and to the owners and occupiers of property

and/or land in the vicinity of the Project Facilities, due to any of its actions, is

minimized

1Guidelines available at

http://tourism.gov.in/writereaddata/Uploaded/Guideline/090620130333403.pdf

http://tourism.gov.in/writereaddata/Uploaded/Guideline/090620130333403.pdf


Page 11 of 58

d. Any situation which has arisen or likely to arise on account of any accident or

other emergency is responded to as quickly as possible and its adverse effects

controlled/ minimized

e. Disturbance or damage or destruction to property of third party by operations of

the Project Facility is controlled/ minimized

f. Members of the public are treated with due courtesy and consideration by its

employees/ agents

g. Users are provided with adequate information and forewarned of any event or any

other matter affecting the Project Facility to enable them to control/ minimize

any adverse consequences by such event or matter;

h. A complaint register to record grievances of any member of the public in relation

to the operations and maintenance of the Project Facilities is duly maintained.

The availability and access to the Complaint register shall be prominently

displayed at the entry and exit of the Project Facilities. Within one week following

close of each quarter, the Concessionaire shall be required to send a copy of the

complaint register to . may in its discretion direct the Concessionaire to take

further reasonable action as it may deem appropriate for a fair redressal of any

grievance.

i. All materials used in the maintenance, repair and replacement of any of the

project facility shall be required to meet the Construction Requirements.

j. The personnel assigned by the Concessionaire have the requisite qualifications

and experience and are given the training necessary to enable the Concessionaire

meet the O & M Requirements.

H.2. Operation and Maintenance Manual and O&M Plans

1. Prior to the completion of construction activity, the Concessionaire shall finalize the

O&M Plan - for Resort-cum-Spa, adventure activities as well as services such as water

supply, sanitary, electrical, air conditioning and fire protection.

2. Prior to making application for the Completion certificate for the Project the

Concessionaire shall finalize:

a. The O&M Manual

b. The O&M Plan for the first year of operations

c. The Concessionaire shall be required to submit both these documents to

Independent Engineer and the Concessioning Authority (for information) along

with the application for Completion Certificate.


Page 12 of 58

3. The Operation & Maintenance of the Project Facility shall be carried out to maintain

the performance standards, which shall comprise, but shall not be limited to that

described below.

The performance levels define the level at which the Project Facilities are to be operated

& maintained.

The operations management shall include the following:

a. Routine Maintenance Activities

b. Emergency Operations

a. Routine Maintenance Activities

In order to ensure smooth and uninterrupted use of the Project Facility during normal

operating conditions, routine maintenance of the Project Facility shall include but not be

limited to:

i. Keeping the Project Facilities in a clean, tidy and orderly condition free of litter and

debris;

ii. Removing and disposing of in accordance with all Applicable Laws and Applicable

Permits, all rubbish, debris, etc. including any and all equipment, supplies,

materials and wastes brought or produced by the Concessionaire/ Contractor;

iii. Taking all practical measures to prevent damage to the Project Facilities;

iv. Undertaking maintenance works in accordance with the O&M Plan and O&M

Manual;

v. Preventing, with the assistance of concerned law enforcement agencies where

necessary, any unauthorized entry to and exit from and any encroachments on the

Project Facilities;

vi. Taking all reasonable measures for the safety of all the visitors, workmen, material,

supplies and equipment brought to the Project Facilities.

The Concessionaire shall regularly carry out the necessary preventive maintenance

activities for the Project Facilities to ensure adherence to the Construction Requirements

throughout the Concession Period.

All maintenance activities shall be planned and coordinated in such a way that the

maintenance works shall generally be done during nights and holidays (if unavoidable)

so as to cause least disturbance.

Concessionaire shall adhere to the following Performance Indicators:

Component Performance Indicator


Page 13 of 58

Project Facility The Project Facility is to be managed very efficiently

throughout the Concession Period and especially during the

peak hours and peak season.

Concessionaire shall ensure that the circulation is not in

conflict with other vehicular or visitor movements while at

entry and exit from the Project Site.

To project facility shall remain operational on all days

throughout the Concession Period.

Toilet Blocks and Water

Chambers

It shall remain operational on all hours in a day between

opening and closing of the Project Facility.

Toilet Blocks should remain free from bad odour and

litter/spots at all times.

Parking Area The Concessionaire has to ensure that the vehicles are

parked at the designated parking areas for each category of

vehicles and also ensure ease of entry/ exit of vehicles.

The parking area shall be open to the visitor vehicles on all

hours in a day between opening and closing of the Project

Facility.

The parking are shall be provided to meet the peak hour and

peak season demand of visitors during the Concession

Period.

Parking Area should be managed in such a manner that

entry and exit is without queue.

Adequate and appropriate landscaping shall also be

provided in the surface parking lots.

Security A closed circuit system shall be strategically installed for

general surveillance of the Project Facility.

The Project Facility security staff shall be on duty and all

equipments related to security/surveillance of the Project

Facility shall be operational, for 24 hours throughout the

year.

Safety To apply and obtain the applicable safety certificate within

one years of operation to maintain the safety standards of

the Project Facilities.

In case of accidents and/or breakdowns and/or incidents:


Page 14 of 58

Visitors shall be removed from the affected area

within 15 minutes.

The operations shall be reorganized with proper

information, sufficient number or warning,

regulatory, information signs, displays or temporary

change in visitors circulation within 45 minutes.

If required, the emergency services (like ambulance,

firefighting station, etc.) shall be called immediately

and their services shall be arranged within 30

minutes of the accident.

Water Supply Water Supply shall be available for 24 hours at all the

desired places like toilets, drinking water chambers, Food

Court and other Allied Facilities.

Electricity and Lighting Electricity shall be available for 24 hours.

Standby Generator Sets Standby generator sets to supply power to the Project

Facility must be available at all times in case of disruption or

breakdown in power supply.

Telecommunication &

Networking Equipments

These shall remain functional throughout the year to ensure

and maintain interconnectivity between the various

components of the Project Facility.

Administration or Operation

and Maintenance Office

This shall remain open for 24 hours a day and throughout

the year to ensure the supervisory functioning of the regular

operations of the Project Facility.

Signage’s Appropriate educational, directional, warning sign boards

should be maintained.

Drinking water Chambers All drinking water chambers shall be cleaned daily.

Drinking water quality as per IS 10500 – 2012.

b. Emergency Operations

The Concessionaire shall be responsible for minimizing disruption to the visitors in the

event of accidents and/or breakdowns and/or incidents affecting the safety and use of the

Project Facility by providing adequate warnings, informatory signs etc. and by

maintaining liaison procedures with emergency services. This shall be achieved by the

provision of the following:

a. Declare a state of emergency and inform.


Page 15 of 58

b. Remove visitors from the affected area.

c. Co-ordinate with the emergency services and informing them about the situation.

d. Reorganize the operations with proper information, sufficient number or warning,

regulatory, information signs, displays or temporary change in visitors circulation.

e. Attend to the affected area using manpower, machinery at Concessionaire’s

disposal.

f. Clear the affected site and arrange for repairs.

g. Make a report of the incident to.

The Concessionaire shall evolve a comprehensive recovery plan for the restoration of the

breakdown in the operations. The plan must be documented by record keeping

procedures. The recovery plan shall include the following components:

a. Identify and prioritize essential facility functions for recovery.

b. Procedures for repairs / rebuilding / modifications, if any

c. Identify possible alternative traffic (visitor & vehicular) circulation / parking

plans.

d. Documentation process for after action reports.

e. Liasoning with the nearby emergency services such as trauma centres, hospitals,

police station, fire brigade office.

H.3. Safety

It is required that the Concessionaire shall apply and obtain all applicable safety

certificates within one year of operation to maintain the safety standards of the Project

Facilities. This shall then be adhered to and renewed periodically as applicable during the

course of the Concession Period. The Concessionaire shall implement a Safety

Management Programme in line with relevant guidelines and thereby, form part of the

O&M Manual.

H.4. Inspections

The Concessionaire shall plan inspection programme for the Project Facilities for its

smooth operations as follows:

H.5.1. Visual Inspection

Visual Inspections are broad general inspections carried out frequently by

maintenance engineers having adequate knowledge of building and pavement

structures. The purpose of visual inspection is to report fairly obvious deficiencies,

which could lead to accidents or maintenance problems. Such inspections shall be

frequent. The visual inspection may be carried out by visual assessment with careful


Page 16 of 58

observation of the specific object/ item of the Project Facilities for identification and

for quantification of the deficiencies or damages of the Project Facilities.

H.5.2. Thorough Inspection

Such an inspection is to be carried out on the basis of comprehensive checklist of

items related to the materials, condition and situation of the structure etc. This

inspection is to be carried out by the engineer having good knowledge of the specific

element to analyse the nature, and extent of defects/ deficiencies, suggest suitable

remedial measures to rectify/ remedy them and quantify repair work.


Page 17 of 58

MAINTENANCE AND PERFORMANCE STANDARDS – HOTEL

1. Preamble:

The following maintenance and performance standards cover only some of the minimum

requirements for operation. The Concessionaire shall operate, maintain and manage the

Project and allied facilities strictly conforming to the relevant Indian standards, the best

industry practices and internationally acceptable norms. Whether the requirements are

explicitly stated or not in the RFP documents, the Bidders must note Concessioning

Authority envisages and expects a truly international quality and standard facility in all

respects from the selected Concessionaire, as the binding contractual obligation.

2. General:

During the period of operation, the Concessionaire shall maintain all the facilities in

accordance with performance standards and maintenance requirements, as mentioned

below:

(i) Perform maintenance on a routine and periodic basis.

(ii) Provide functional facilities that (a) meet the Hotel requirements; (b) have an

environmentally acceptable atmosphere for users of the facility; (c) ensure the

safety of the visitors; and, (d) maintain a good environment in the site conducive to

all tourism and leisure facilities.

(iii) Identify potential problems early within the context of the planned maintenance

system so that corrective action may be planned and completed in a timely manner.

(iv) Establish a maintenance list for planned operation and maintenance. Follow an

orderly program so that maximum operational efficiency is attained.

3. Maintenance Works:

(i) The Concessionaire shall perform routine and periodic maintenance activities for

the project infrastructure viz, civil, mechanical and electrical works and equipment,

furniture for meeting the specified performance standards as per Table 1 below.

Table 1


Page 18 of 58

Maintenance Requirement

Description Required Level Facility/ Equipment

Power Supply,

Electrical

Installations,

Electrical

Equipments

Standby power arrangements shall

be made for necessary project

facilities like Hotel Convention &

Exhibition Center, etc.

No loose, open, un-insulated

wiring any of the areas. Switch

Boards, Electric meters are

enclosed in boxes and access to

authorized persons only.

Standby power supply by DG

sets shall be ready to be

operated and should be

available 24 hours

Natural and

Mechanical

Ventilation and

Illumination

Shall meet the required

Illumination level as specified in

the IS Code and NBC.

Shall meet the required Ventilation

level as specified in the IS Code

and NBC.

Any disruption to mechanical

ventilation, if provided, shall

be rectified within 24 hours.

Arrangements for natural

ventilation like skylights

ventilators, shafts etc. shall be

cleaned after every 5 days.

(ii) Maintenance of Circulation Areas of International Convention, Exhibition Center

,Hotel& Commercial area / Spaces, etc.: Circulation Area maintenance shall include

the entire house keeping activities requiring routine and periodic maintenance.

Annual maintenance shall be done for accessories like fans, lighting arrangements

etc in these areas.

4. Performance Standards: Intent:

(i) The performance levels define the level at which the proposed facilities are to be

maintained and operated. Performance standards are defined for operation and

maintenance of the facilities and the site environment.

(ii) The obligations of the Operator in respect of Maintenance requirements shall

include:

a) maintaining site environment so as to cause minimum disturbance to the

environment,


Page 19 of 58

b) ensure that the facilities are operational and rectification of the defects and

deficiencies within the minimum time,

c) ensure that the fixed parameters provided in this RFP are abided by at any

time during the Concession period,

(iii) Notwithstanding anything contrary to specified in this schedule, if the nature and

extent of any defect justifies more time for its repair or rectification as compared to

time specified herein, the Operator shall be entitled to additional time in conformity

with good industry practice. However the Operator shall get prior approval from

the Independent Engineer, for such additional requirements of time.

(iv) Notwithstanding anything to the contrary contained in this schedule, if any defect,

deficiency or deterioration in the project poses danger to the life and property of the

users thereof, the Concessionaire shall promptly take all reasonable measures for

eliminating or minimizing such danger.

5. Routine Maintenance Performance Standards:

Table 2

Performance Standards for Routine Maintenance

Sl.

No Serviceability Indicator

Required

Maintenance Level

Permissible Time Limit for

repairs/rectifications

1.

Power Supply,

Electrical Installations,

Electrical Equipments

shall be functional

Nil

Any disruption in power supply

shall be rectified in six hours.

Standby power supply by DG sets

shall be ready to be operated and

should be available 24 hours

2.

Natural and

Mechanical Ventilation

and Illumination for

multi storey parking, if

any, shall be functional

Nil

Any disruption to mechanical

ventilation if provided shall be

rectified within 24 hours. Sky- lits,

ventilators, shafts etc shall be

cleaned after every 5 days


Page 20 of 58

Sl.


Required

Maintenance Level



3.

Boundary Wall shall be

without any Damage /

Breach

Nil

Any damage / breach to the

boundary wall shall be rectified

within three (3) days after their

detection.

4.

There shall be no

standing water on

pavement surface, no

water logging in the

centre

Nil

Immediate measures to be taken

and water logging should be

cleared within four hours.

B

Commercial Space

5.

All Toilets, Urinals,

bathrooms shall be

clean and functional

A minimum of 95%

toilets and urinals

shall be functional at

any given point of

time.

Toilets, Urinals, bathrooms shall

be demarked with suitable sign

boards. These should be kept clean

and hygienic and cleaning shall be

done at least twice daily.

6.

All drinking water

chambers shall be

clean and functional

A minimum of 95%

drinking water

chambers shall be

functional at any

given point of time

These shall be cleaned daily. Water

supply shall be for 24 hours.

Drinking water quality in all the

seasons shall be as per WHO

standards.

7.

Dustbins, spittoons etc.

shall be clean and

functional

A minimum of 95%

Dustbins, spittoons

shall be functional at

any given point of

time

The dustbin shall be emptied after

every six hours or earlier if it is full

or if creates foul smell in the

neighborhood.

8.

All Information

Signage and Display

Boards shall be visible,

legible and functional

Maximum 2%

number of damaged

signage and boards at

any given point of

time

These shall be cleaned once in a

week. Damaged signage and

boards shall be replaced, repaired

within seven days of their

detection


Page 21 of 58

Sl.


Required

Maintenance Level



9.

Seating Arrangements

shall not be damaged

Maximum 5%

number of damaged

seats at any given

point of time

Any damaged seat shall be

repaired, replaced within seven

days of detection. These shall be

cleaned daily and checked that

they are firmly fixed/grouted to

the platform with the base.

10.

Power Supply,

Electrical Installations,

Electrical Equipments

shall be functional

Nil

Timely intervention with

Temporary measures within 8

hours, permanent restoration

within 7 days, depending on nature

and intensity of work required as

decided by the Independent

Engineer

11.

Staircases shall be

clean and functional Nil

The staircases shall be cleaned at

least twice a day. Damaged

handrails, risers or treads shall be

repaired within three days after

detection.

12.

Illumination (Lighting)

shall be functional

To meet the required

illumination level as

per national

standards

The ventilators, sky-lights, etc

serving as source of natural

ventilation and other luminaries

for artificial lighting shall be

cleaned once in seven days to

maintain the illumination level.

C Buildings such as Offices/ Administration, etc

13.

Defects in Electricity

gadgetry like bulbs/

lamp shades/ wiring/

etc

Nil



within 7 days


Page 22 of 58

Sl.


Required

Maintenance Level



14.

Defects in all other

utilities like water

supply/tap/tap

connections/pipe/sewer

age and drainage pipes/

tanks & overflow/

glasses/ window panes/

all other building

furniture

Nil

Timely intervention with



within 7 days, depending on nature

and intensity of work required.

E Telecom system/networking

15.

Telecommunication

and Networking

Systems shall be

functional

Nil


hours, and permanent restoration

within 3 days

G Fire Fighting Equipments

16.

Fire Fighting

Equipments shall be

functional

Nil

Any damage to fire fighting

equipments installed in the

facilities and in public spaces shall

be rectified within 2 days of

detection.Fire extinguishers shall

be replaced before the end of its

expiry date.

The water tank meant for fire

fighting purpose shall remain

flooded with water to its capacity

at all the times.

H Water Tank

17.

Water Tank shall be

clean and functional Nil

Water tank shall be cleaned and

disinfected every month (by usage

of approved chemicals) to ensure


Page 23 of 58

Sl.


Required

Maintenance Level



that no inorganic sedimentation

takes place.

6. Periodic Maintenance Performance Standards:

In order to maintain the quality and operational standards of high quality, the periodic

maintenance/renewal activities are proposed for the Project in Table 3.

Table 3

Periodic Maintenance/ Renewal Activities

Sl. Periodic Renewal Activities Time Limit for renewal

1 Repainting of furniture, signages

delineators, markings etc. Minimum once in a year

2 Repainting of Buildings and all other

structures. Minimum once in three years

3

Repainting of carpentry work like

joinery, doors, windows, ventilators,

wooden furniture etc in the offices,

cabins, booths etc.

Minimum once in three years

4 Resurfacing of Pavement

Routine repairs every year and premix

carpet every fourth year. Incase the

pavement is of Rigid type, no periodic

renewal would be required except cleaning

& filling of joints

5 Mechanical Equipment

Minimum once in a year as per

manufacturer’s installation, operation and

maintenance instruction manual

6 Electrical Equipment

Minimum once in a year as per

manufacturer’s installation, operation and

maintenance instruction manual


Page 24 of 58

7. Performance Standards for Operation:

Table 4

Performance Standards for Operation

Sl. Parameters Performance Indicators

1.

Convention & Exhibition

Center

To remain operational 24 hours a day throughout

the year.

2. Hotel


the year.

3. Parking Area


the year.

4. Enquiry Offices


the year.

5. Information System, Displays


the year.

6. Toilets


the year.

7. Water Supply


the year.

8. Electricity Supply


the year .

9.

Telecommunication and

Networking Equipment


the year.

10.

Standby Diesel Generator

Sets

Standby diesel generator sets to supply power to the

Project facilities must be available 24 hours a day,

throughout the year in case of disruption or

breakdown in power supply.

11. Maintenance Office

This shall remain open for 16 hours a day and

throughout the year.

12. Security

To remain functional 24 hours a day throughout the

year


Page 25 of 58

Appropriate fencing of the site with lighting and

security shall be provided to ensure that there will

be no encroachment on the site.


Page 26 of 58

Schedule 5: Substitution Agreement

DRAFT SUBSTITUTION AGREEMENT

THIS SUBSTITUTION AGREEMENT is entered into on this the ____ day of ____2017.

AMONGST

1. Punjab Ashok Hotel Company Limited having its registered office at

_______________ (hereinafter referred to as the “Concessioning Authority”

which expression shall unless repugnant to the context or meaning thereof include its

administrators, successors and assigns);

2. [______ Limited], a company incorporated under the provisions of the Companies

Act, 1956 and having its registered office at ______, (hereinafter referred to as the

“Concessionaire” which expression shall unless repugnant to the context or meaning

thereof include its successors and permitted assigns and substitutes);

3. ______ [NAME AND PARTICULARS OF Lenders’ Representative] and having its

registered office at ______,acting for and on behalf of the Senior Lenders as their

duly authorized agent with regard to matters arising out of or relation to this

Agreement (hereinafter referred to as the “Lenders’ Representative”, which

expression shall unless repugnant to the context or meaning thereof include its

successors and substitutes);

WHEREAS:

(A) The Concessioning Authority has entered into a Concession Agreement dated

______ (hereinafter referred to as the “Concession Agreement”) with

________________ (hereinafter referred to as the “Concessionaire”) for the

_____________ (hereinafter referred to as the “Project”) on design, build, operate

and transfer basis (DBOT), a copy of which is annexed hereto and marked as Annex-

A, which forms part of this Substitution Agreement.

(B) Senior Lenders have agreed to finance the Project in accordance with the terms and

conditions set forth in the Financing Agreements.


Page 27 of 58

(C) Senior Lenders have requested the Concessioning Authority to enter into this

Substitution Agreement for securing their interests through assignment, transfer and

substitution of the Concession to a Nominated Company in accordance with the

provisions of this Agreement and the Concession Agreement.

(D) In order to enable implementation of the Project including its planning, designing,

engineering financing, construction, operation and maintenance, levy, collect,

appropriate Tariffs and User Charges, the Concessioning Authority has agreed and

undertaken to transfer and assign the Concession to a Nominated Company in

accordance with the terms and conditions set forth in this Agreement and the


NOW IT IS HEREBY AGREED as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Substitution Agreement, the following words and expressions shall, unless

repugnant to the context or meaning thereof, have the meaning hereinafter

respectively assigned to them:

“Agreement” means this Substitution agreement and any amendment thereto

made in accordance with the provisions contained in this Agreement;

“FinancialDefault” means occurrence of a material breach of the terms and

conditions of the Financing Agreements or a continuous default in Debt Service by

the Concessionaire for a minimum period of 3 (three) months;

“Lenders’Representative” means the person referred to as the Lenders’

Representative in the foregoing Recitals;

“NominatedCompany” means a company, incorporated under the provisions of

the Companies Act, 1956/2013, selected by the Lenders’ Representative, on behalf of

Senior Lenders, and proposed to the Concessioning Authority for

assignment/transfer of the Concession as provided in this Agreement;

“Notice of Financial Default” shall have the meaning ascribed thereto in Clause

3.2.1; and


Page 28 of 58

“Parties” Means the parties to this Agreement collectively and “Party” shall mean

any of the Parties to this Agreement individually.

1.2 Interpretation

1.2.1 Reference to Lenders' Representative shall, unless repugnant to the context or

meaning thereof, mean reference to the Lenders' Representative, acting for and on

behalf of Senior Lenders.

1.2.2 References to Clauses are, unless stated otherwise, references to Clauses of this

Agreement.

1.2.3 The words and expressions beginning with capital letters and defined in this

Agreement shall have the meaning ascribed thereto herein, and the words and

expressions used in this 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.

1.2.4 The rules of interpretation stated in Clauses 1.2, 1.3 and 1.4 of the Concession

Agreement shall apply, mutatis mutandis, to this Agreement.

2 ASSIGNMENT

2.1 Assignment of rights and title

The Concessionaire hereby assigns the rights, title, benefits and interest in the

Concession toand in favour of the Lenders' Representative pursuant to and in

accordance with the provisions of this Agreement and as per the provisions of

Articles 2.1(d), 9 and 11.1 of the Concession Agreement by way of security in respect

of financing by the Senior Lenders under the Financing Agreements.

3 SUBSTITUTION OF THE CONCESSIONAIRE

3.1 Rights of substitution

3.1.1 Pursuant to the rights, title, benefit and interest assigned under Clause 2.1, the

Lenders' Representative shall be entitled to substitute the Concessionaire by a

Nominated Company under and in accordance with the provisions of this

Agreement and the Concession Agreement.


Page 29 of 58

3.1.2 The Concessioning Authority hereby agrees to substitute the Concessionaire by

endorsement on the Concession Agreement in favour of the Nominated Company

selected by the Lenders' Representative in accordance with this Agreement. (For the

avoidance of doubt, the Senior Lenders or the Lenders' Representative shall not be

entitled to operate and maintain the Project as Concessionaire either individually or

collectively).

3.2 Substitution upon occurrence of Financial Default

3.2.1 Upon occurrence of a Financial Default, the Lenders' Representative may issue a

notice to the Concessionaire (the "Notice of Financial Default") along with

particulars thereof, and send a copy of the same to the Concessioning Authority

for its information and record. A Notice of Financial Default under this Clause 3

shall be conclusive evidence of such Financial Default and it shall be final and

binding upon the Concessionaire for the purposes of this Agreement.

3.2.2 Upon issue of Notice of Financial Default hereunder, the Lenders' Representative may,

without prejudice to any of its rights or remedies under this Agreement or the

Financing Agreements, substitute the Concessionaire by the Nominated Company in

accordance with the provisions of this Agreement.

3.2.3 At any time after the Lenders' Representative has issued a Notice of Financial

Default, it may by notice require the Concessioning Authority to suspend all the

rights of the Concessionaire and undertake the operation and maintenance of the

Project in accordance with the provisions of the Concession Agreement, and

upon receipt of such notice, the Concessioning Authority shall undertake

Suspension under and in accordance with the provisions of the Concession

Agreement. The aforesaid Suspension shall be revoked upon substitution of the

Concessionaire by a Nominated Company, and in the event such substitution is not

completed within 180 (one hundred and eighty) days from the date of such

Suspension, the Concessioning Authority may terminate the Concession

Agreement forthwith by issuing a Termination Notice in accordance with the

provisions of the Concession Agreement; provided that upon written request from

the Lenders' Representative and the Concessionaire, the Concessioning Authority

may extend the aforesaid period of 180 (one hundred and eighty) days by a period

not exceeding 90 (ninety) days.


Page 30 of 58

3.3 Substitution upon occurrence of Concessionaire Default

3.3.1 Upon occurrence of a Concessionaire Default, the Concessioning Authority shall by

a notice inform the Lenders' Representative of its intention to issue a Termination

Notice and grant 15 (fifteen) days time to the Lenders' Representative to make a

representation, stating the intention to substitute the Concessionaire by a

Nominated Company.

3.3.2 In the event that the Lenders' Representative makes a representation to the

Concessioning Authority within the period of 15 (fifteen) days specified in Clause

3.3.1, stating that it intends to substitute the Concessionaire by a Nominated

Company, the Lenders' Representative shall be entitled to undertake and complete

the substitution of the Concessionaire by a Nominated Company in accordance with

the provisions of this Agreement within a period of 180 (one hundred and eighty)

days from the date of such representation, and the Concessioning Authority shall

either withhold Termination or undertake Suspension during the aforesaid period of

180 (one hundred and eighty) days; provided that upon written request from the

Lenders' Representative and the Concessionaire, the Concessioning Authority shall

extend the aforesaid period of 180 (one hundred and eighty) days by a period not

exceeding 90 (ninety) days.

3.4 Procedure for substitution

3.4.1 The Concessioning Authority and the Concessionaire hereby agree that on or after

the date of Notice of Financial Default or the date of representation to the

Concessioning Authority under Clause 3.3.2, as the case may be, the Lenders'

Representative may, without prejudice to any other rights or remedies of the Senior

Lenders, invite, negotiate and procure offers, either by private negotiations or public

auction or tenders for the take over and transfer of the Project including the

Concession to the Nominated Company upon such Nominated Company's

assumption of the liabilities and obligations of the Concessionaire towards the

Concessioning Authority under the Concession Agreement and towards the Senior

Lenders under the Financing Agreements.

3.4.2 To be eligible for substitution in place of the Concessionaire, the Nominated

Company shall be required to fulfill the eligibility criteria that were laid down by


Page 31 of 58

the Concessioning Authority for short listing the bidders for award of the

Concession; provided that the Lenders' Representative may represent to the

Concessioning Authority that all or any of such criteria may be waived in the interest

of the Project, and if the Concessioning Authority determines that such waiver

shall not have any material adverse effect on the Project, it may waive all or any

of such eligibility criteria.

3.4.3 Upon selection of a Nominated Company, the Lenders' Representative shall request

the Concessioning Authority to:

(a) accede to transfer to the Nominated Company the right to construct,

implement, operate and maintain the Project in accordance with the provisions

of the Concession Agreement;

(b) endorse and transfer the Concession to the Nominated Company, on the same

terms and conditions, for the residual Concession Period; and

(c) enter into a Substitution Agreement with the Lenders' Representative and the

Nominated Company on the same terms as are contained in this Agreement.

3.4.4 If the Concessioning Authority has any objection to the transfer of Concession in

favour of the Nominated Company in accordance with this Agreement, it shall within

15 (fifteen) days from the date of proposal made by the Lenders' Representative, give a

reasoned order after hearing the Lenders' Representative. If no such objection is

raised by the Concessioning Authority, the Nominated Company shall be deemed to

have been accepted. The Concessioning Authority thereupon shall transfer and

endorse the Concession within 7 (seven) days of its acceptance/deemed acceptance

of the Nominated Company; provided that in the event of such objection by the

Concessioning Authority, the Lenders' Representative may propose another

Nominated Company whereupon the procedure set forth in this Clause 3.4 shall be

followed for substitution of such Nominated Company in place of the Concessionaire

3.5 Selection to be binding

The decision of the Lenders' Representative and the Concessioning Authority in

selection of the Nominated Company shall be final and binding on the

Concessionaire TheConcessionaire irrevocably agrees and waives any right to

challenge the actions of the Lenders' Representative or the Senior Lenders or the

Concessioning Authority taken pursuant to this Agreement including the


Page 32 of 58

transfer/assignment of the Concession in favour of the Nominated Company. The

Concessionaire agrees and confirms that it shall not have any right to seek

revaluation of assets of the Project or the Concessionaire's shares. It is hereby

acknowledged by the Parties that the rights of the Lenders' Representative are

irrevocable and shall not be contested in any proceedings before any court.

TheConcessioning Authority and the Concessionaire shall not have any right or

remedy to prevent, obstruct or restrain the Concessioning Authority or the Lenders'

Representative from effecting or causing the transfer by substitution and

endorsement of the Concession as requested by the Lenders' Representative.

4 PROJECT AGREEMENTS

4.1 Substitution of Nominated Company in Project Agreements

The Concessionaire shall ensure and procure that each Project Agreement contains

provisions that entitle the Nominated Company to step into such Project Agreement,

in place and substitution of the Concessionaire in the event of such Nominated

Company's assumption of the liabilities and obligations of the Concessionaire under

the Concession Agreement.

5 TERMINATION OF CONCESSION AGREEMENT

5.1 Termination upon occurrence of Financial Default

At any time after issue of a Notice of Financial Default, the Lenders' Representative

may by a notice in writing require the Concessioning Authority to terminate the

Concession Agreement forthwith, and upon receipt of such notice, the

Concessioning Authority shall undertake Termination under and in accordance

with the provisions of Article 6 of the Concession Agreement.

5.2 Termination when no Nominated Company is selected

In the event that no Nominated Company acceptable to the Concessioning Authority

is selected and recommended by the Lenders' Representative within the period of

180 (one hundred and eighty) days or any extension thereof as set forth in Clause

3.3.2, the Concessioning Authority may terminate the Concession Agreement

forthwith in accordance with the provisions thereof.


Page 33 of 58

5.3 Realisation of Debt Due

The Concessioning Authority and the Concessionaire hereby acknowledge and

agree that, without prejudice to their any other right or remedy, the Lenders'

Representative is entitled to receive from the Concessionaire, without any further

reference to or consent of the Concessionaire, the Termination Payments upon

Termination of the Concession Agreement.

6 DURATION OF THE AGREEMENT

6.1 Duration of the Agreement

This Agreement shall come into force from the date hereof and shall expire at the

earliest to occur of the following events:

(a) Termination of the Agreement; or

(b) no sum remains to be advanced, or is outstanding to the Senior Lenders, under

the Financing Agreements.

7 INDEMNITY

7.1 General indemnity

7.1.1 The Concessionaire will indemnify, defend and hold the Concessioning

Authority and the Lenders' Representative harmless against any and all proceedings,

actions and third party claims for any loss, damage, cost and expense of whatever

kind and nature arising out of any breach by the Concessionaire of any of its

obligations under this Agreement or on account of failure of the Concessionaire to

comply with Applicable Laws and Applicable Permits.

7.1.2 The Concessioning Authority will indemnify, defend and hold the Concessionaire

harmless against any and all proceedings, actions and third party claims for

any loss, damage, cost and expense arising out of failure of the Concessioning

Authority to fulfil any of its obligations under this Agreement, materially and

adversely affecting the performance of the Concessionaire's obligations under the

Concession Agreement or this Agreement, other than any loss, damage, cost and

expense, arising out of acts done in discharge of lawful functions by the Concessioning

Authority, its officers, servants and agents.


Page 34 of 58

7.1.3 The Lenders' Representative will indemnify, defend and hold the Concessionaire

harmless against any and all proceedings, actions and third party claims for any

loss, damage, cost and expense arising out of failure of the Lenders' Representative to

fulfil its obligations under this Agreement, materially and adversely affecting the

performance of the Concessionaire's obligations under the Concession Agreement,

other than any loss, damage, cost and expense, arising out of acts done in discharge

of lawful functions by the Lenders' Representative, its officers, servants and agents.

7.2 Notice and contest of claims

In the event that any Party hereto receives a claim from a third party in respect of

which it is entitled to the benefit of an indemnity under Clause 7.1 or in respect of

which it is entitled to reimbursement (the "Indemnified Party"), it shall notify the

other Party responsible for indemnifying such claim hereunder (the "Indemnifying

Party") within 15 (fifteen) days of receipt of the claim and shall not settle or pay the

claim without the prior approval of the Indemnifying Party, such approval not to be

unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to

contest or dispute the claim, it may conduct the proceedings in the name of the

Indemnified Party and shall bear all costs involved in contesting the same. The

Indemnified Party shall provide all cooperation and assistance in contesting any

claim and shall sign all such writings and documents as the Indemnifying Party may

reasonably require.

8 DISPUTE RESOLUTION

8.1 Dispute resolution

8.1.1 Any dispute, difference or claim arising out of or in connection with this Agreement

which is not resolved amicably shall be decided by reference to arbitration to a Board of

Arbitrators comprising one nominee each of the Concessioning Authority,

Concessionaire and the Lenders' Representative. Such arbitration shall be held in

accordance with the provisions of the Arbitration and Conciliation Act, 1996.

8.1.2 The Arbitrators shall issue a reasoned award and such award shall be final and

binding on the Parties. The venue of arbitration shall be New Delhi and the

language of arbitration shall be English.


Page 35 of 58

9 MISCELLANEOUS PROVISIONS

9.1 Governing law and jurisdiction

This Agreement shall be construed and interpreted in accordance with and governed

by the laws of India, ansubject to clause 8.1 above, the Courts at New Delhi shall have

exclusive jurisdiction over all matters arising out of or relating to this Agreement.

9.2 Priority of agreements

In the event of any conflict between the Concession Agreement and this Agreement,

the provisions contained in the Concession Agreement shall prevail over this

Agreement.

9.3 Alteration of terms

All additions, amendments, modifications and variations to this Agreement shall be

effectual and binding only if in writing and signed by the duly

authorisedrepresentatives of the Parties.

9.4 Waiver

9.4.1 Waiver by any Party of a default by another Party in the observance and performance of

any provision of or obligations under this 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 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 Agreement in any manner.

9.4.2 Neither the failure by either Party to insist on any occasion upon the performance of the

terms, conditions and provisions of this Agreement or any obligation thereunder nor

time or other indulgence granted by a Party to another Party shall be treated or deemed

as waiver of such breach or acceptance of any variation or the relinquishment of any

such right hereunder.


Page 36 of 58

9.5 No third party beneficiaries

This Agreement is solely for the benefit of the Parties and no other person or entity shall

have any rights hereunder.

9.6 Survival

9.6.1 Termination of this Agreement:

(d) shall not relieve the Parties of any obligations hereunder which expressly or by

implication survive termination hereof; and

(e) except as otherwise provided in any provision of this Agreement expressly

limiting the liability of either Party, shall not relieve either Party of any

obligations or liabilities for loss or damage to the other Party arising out of or

caused by acts or omissions of such Party prior to the effectiveness of such

termination or arising out of such termination.

9.6.2 All obligations surviving the cancellation, expiration or termination of this

Agreement shall only survive for a period of 3 (three) years following the date of such

termination or expiry of this Agreement.

9.7 Severability

If for any reason whatever any provision of this 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 dispute

resolution under Clause 8 of this Agreement or otherwise.

9.8 Successors and assigns


Page 37 of 58

This Agreement shall be binding on and shall inure to the benefit of the Parties and

their respective successors and permitted assigns.

9.9 Notices

All notices or other communications to be given or made under this Agreement shall be

in writing, shall either be delivered personally or sent by courier or registered post

with an additional copy to be sent by facsimile. The address for service of each

Party and its facsimile number are set out under its name on the signing pages hereto.

A notice shall be effective upon actual receipt thereof, save that where it is received

after 5.30 (five thirty) p.m. on any day, or on a day that is a public holiday, the notice

shall be deemed to be received on the first working day following the date of actual

receipt. It is hereby agreed and acknowledged that any Party may by notice change

the address to which such notices and communications to it are to be delivered or

mailed. Such change shall be effective when all the Parties have notice of it.

9.10 Language

All notices, certificates, correspondence and proceedings under or in connection

with this Agreement shall be in English.

9.11 Authorised representatives

Each of the Parties shall by notice in writing designate their respective

authorisedrepresentatives through whom only all communications shall be made. A

Party hereto shall be entitled to remove and/or substitute or make fresh

appointment of such authorised representative by similar notice.

9.12 Original Document

This Agreement may be executed in three counterparts, each of which

whereexecuted and delivered shall constitute an original of this Agreement.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED

THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.


Page 38 of 58

SIGNED, SEALED AND SIGNED, SEALED AND

DELIVERED DELIVERED

For and on behalf of For and on behalf of

CONCESSIONAIRE by: CONCESSIONING AUTHORITY by:

(Signature) (Signature)

(Name) (Name)

(Designation) (Designation)

(Address) (Address)

(Fax No.) (Fax No.)

SIGNED, SEALED AND DELIVERED

For and on behalf of

SENIOR LENDERS by the Lenders' Representative:

(Signature)

(Name)

(Designation)

(Address)

(Fax)

In the presence of:

1

2.


Page 39 of 58

SCHEDULE 6(A)

FORMAT OF CONSTRUCTION PERFORMANCE SECURITY (DURING

CONSTRUCTION PERIOD)

(BANK GUARANTEE)2

PERFORMANCE BANK GUARANTEE OF CONCESSIONAIRE

Bank Guarantee No.: ______ Dated:

_________________


2 To be issued by a Scheduled Bank in India


Page 40 of 58

__________________(Name of the Bank)

__________________________________

__________________________________





Unconditional and irrevocable Bank Guarantee.

Context of Bank Guarantee

Performance during Construction Period in respect of Concession Agreement (hereinafter

referred to as the “Agreement”) to be entered between Punjab Ashok Company Limited

(hereinafter referred to as the “Concessioning Authority”) and _______________

(hereinafter referred to as the “Concessionaire”) for the ______________ (hereinafter

referred to as the “Project”), provided however, such context of the Bank Guarantee or

reference to the Agreement in this Bank Guarantee shall in no manner to be relied upon at

any stage to adversely affect or dilute the unconditional and irrevocable nature of this Bank

Guarantee. The title of this Guarantee i.e. “Construction Performance Security” shall in no

manner and at no stage be relied upon to adversely affect or dilute the unconditional and

irrevocable nature of this Bank Guarantee. The Contract of Bank Guarantee is an

independent Contract between the Bank and Concessioning Authority and is not dependent

upon execution or performance of any Agreement between the Concessioning Authority and

__________(name of the bidder).


1. At the request of the Concessionaire, we ________________________,

___________________ (name and address of the bank), hereinafter referred to

as the “Bank”), do hereby unconditionally and irrevocably affirm and undertake that


Page 41 of 58

we are the Guarantor and are responsible to the Concessioning Authority i.e. the

beneficiary on behalf of the Concessionaire, upto a total sum of Rs. ____ Crores

(Rupees ______ Crores Only), such sum being payable by us to the Concessioning

Authority immediately upon receipt of first written demand from the Concessioning

Authority.

2. We unconditionally and irrevocably undertake to pay to the Concessioning Authority

on an immediate basis, upon receipt of first written demand from the Concessioning

Authority and without any cavil or argument or delaying tactics or reference by us to

Concessionaire and without any need for the Concessioning Authority to convey to us

any reasons for invocation of the Guarantee or to prove the failure to perform on the

part of the Concessionaire or to show grounds or reasons for the demand or the sum

specified therein, the entire sum or sums within the limits of Rs. ____ Crores

(Rupees ____ Crores Only).

3. We hereby waive the necessity of the Concessioning Authority demanding the said

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

4. We further agree and affirm that no change or addition to or other modification to

the terms of the Agreement, shall in any way release us from any liability under this


change, addition or modification. We further agree with the Concessioning Authority

that the Concessioning Authority 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 Concessioning Authority 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

Concessioning Authority.

6. We unconditionally and irrevocably undertake to pay to the Concessioning Authority,

any amount so demanded not exceeding Rs. ____ Crores (Rupees _____ Crores

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 Concessioning Authority, shall be a valid discharge of our liability for payment

under this Guarantee and the Concessionaire shall be a valid discharge of our liability


Page 42 of 58

for payment under this Guarantee and the Concessionaire shall have no claim against

us for making such payment.

7. This unconditional and irrevocable Guarantee shall remain in full force and effect

and shall remain valid until ______________

Notwithstanding anything contained herein:

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

(Rupees ____ Crores Only).

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

__________to ____________.

3. We are liable to pay the guaranteed amount or any part thereof under this

unconditional and irrevocable Bank Guarantee only and only if the Concessioning

Authority serves upon us a written claim or demand on or before __________.

__________________


For Bank


Page 43 of 58

SCHEDULE 6 (B)

FORMAT OF OPERATION AND MAINTENANCE PERFORMANCE SECURITY

(DURING O&M PERIOD)

(BANK GUARANTEE)3

PERFORMANCE BANK GUARANTEE OF CONCESSIONAIRE

Bank Guarantee No.: ______ Dated:

_________________

3 To be issued by a Scheduled Bank in India


Page 44 of 58


__________________(Name of the Bank)

__________________________________

__________________________________





Unconditional and irrevocable Bank Guarantee.

Context of Bank Guarantee

Performance during Operation & Maintenance Period in respect of Concession Agreement

dated ______ (hereinafter referred to as the “Agreement”) entered between

_______________(hereinafter referred to as the “PAHCL” or “Concessioning Authority”)

and_______________ (hereinafter referred to as the “Concessionaire”) for the

_________________ (hereinafter referred to as the “Project”), provided however, such

context of the Bank Guarantee or reference to the Agreement in this Bank Guarantee shall in

no manner to relied upon at any stage to adversely affect or dilute the unconditional and

irrevocable nature of this Bank Guarantee. The title of this Guarantee i.e. “O&M Performance

Security” shall in no manner and at no stage be relied upon to adversely affect or dilute the

unconditional and irrevocable nature of this Bank Guarantee. The Contract of Bank

Guarantee is an independent Contract between the Bank and PAHCL and is not dependent

upon execution or performance of any Agreement between PAHCL and __________(name

of the bidder).



Page 45 of 58

1. At the request of the Concessionaire, we ________________________,

___________________ (name and address of the bank), hereinafter referred to

as the “Bank”), do hereby unconditionally and irrevocably affirm and undertake that

we are the Guarantor and are responsible to the PAHCL i.e. the beneficiary on behalf

of the Concessionaire, upto a total sum of Rs. ___ Crores (Rupees ___ Crores Only),

such sum being payable by us to PAHCL immediately upon receipt of first written

demand from the PAHCL.

2. We unconditionally and irrevocably undertake to pay to the PAHCL on an immediate

basis, upon receipt of first written demand from the PAHCL and without any cavil or

argument or delaying tactics or reference by us to Concessionaire and without any

need for the PAHCL to convey to us any reasons for invocation of the Guarantee or to

prove the failure to perform on the part of the Concessionaire or to show grounds or

reasons for the demand or the sum specified therein, the entire sum or sums within

the limits of Rs. ____ Crores (Rupees ___ Crores Only).

3. We hereby waive the necessity of the PAHCL demanding the said amount from

Concessionaire prior to serving the Demand Notice upon us.

4. We further agree and affirm that no change or addition to or other modification to

the terms of the Agreement, shall in any way release us from any liability under this


change, addition or modification. We further agree with the PAHCL that the PAHCL

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

PAHCL 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

PAHCL.

6. We unconditionally and irrevocably undertake to pay to the PAHCL, any amount so

demanded not exceeding Rs.____ Crores (Rupees ____ Crores 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 PAHCL, 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.


Page 46 of 58

7. This unconditional and irrevocable Guarantee shall remain in full force and effect

and shall remain valid until ______________

Notwithstanding anything contained herein:

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

(Rupees _____ Crores Only).

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

__________to ____________.

2. We are liable to pay the guaranteed amount or any part thereof under this

unconditional and irrevocable Bank Guarantee only and only if the PAHCL serves

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

__________________


For Bank


Page 47 of 58

SCHEDULE 7

VALUE OF PERFORMANCE SECURITY

The value of Performance Security for the various phases of the Project shall be as set out in

this Schedule.

Type of

Security

Value of

Security

Instrument Duration

From

Duration

To

Construction

Performance

security

Rs. 75,00,000

(Rs Seventy Five

Lakhs only)

Bank Guarantee

in the format as

provided in

Schedule- 6(A)

Before

signing of

the

Concession

Agreement

Till issuance

of Project

Constructio

n

Completion

Certificate

O&M

Performance

security

Rs__________

_ (Rs _____

only)

Bank Guarantee

in the format as

provided in

Schedule- 6(B)

Date of issue

of Project

Construction

Completion

Certificate

Two months

after expiry

of

Concession

Period

The O&M Performance Security shall be enhanced at the rate such that

the O&M performance security is maintained at the level of 1.5 times of

the ACF payable for the year.


Page 48 of 58


Page 49 of 58

SCHEDULE 8

DRAFT PROJECT SITE LEASE DEED

This Lease made at _________the _________ day of ________________ Two

Thousand Seventeen

BETWEEN


Page 50 of 58

Punjab Ashok Hotel Company Limited and having its registered office at

______________,hereinafter referred to as the “Lessor”, (which expression shall, unless

the context does not so admit, include its successors and assigns) of the One Part;

AND

M/s _______________________________, a Company Incorporated under the

Companies Act, 1956 and having its registered office at ___________________

hereinafter called “the Lessee” (which expression shall unless the context does not so

admit includes its successor or successors in business and permitted assigns) of the Other

Part;

WHEREAS

A. Punjab Ashok Hotel Company Limited (hereinafter referred to as the “Concessioning

Authority” or “PAHCL” or the “Lessor”) has vide the Concession Agreement dated

_________ (hereinafter “Concession Agreement”) entered between and

_______________ (hereinafter referred to as the “Concessionaire” or the

“Lessee”) granted Concession to ___________ to plan, design, finance, construct,

develop, operate and maintain a minimum Three Star Hotel at _______

(hereinafter referred to as the “Project”) on a Design, Build, Operate and Transfer

(DBOT) basis and to determine, levy, demand, collect, retain and appropriate Tariffs

and Fees from the Users of the Project Facility.

B. The vesting of the land comprising the Project Site and all rights relating thereto with

the Concessionaire by the Concessioning Authority, under a valid and binding lease

deed in a form satisfactory to the Concessionaire, is specified in the Concession

Agreement as a Condition Precedent to the Concessionaire undertaking its

obligations under the Concession Agreement.


Page 51 of 58

C. In order to satisfy this Condition Precedent of the Concession Agreement, the Lessor

hereby vests with the Lessee the land owned by it comprising the Project Site on the

terms and conditions and subject to the covenants and stipulations hereinafter

contained.

NOW THIS INDENTURE OF LEASE WITNESSETH AS FOLLOWS:

1. The capitalised terms contained herein shall, unless the context otherwise requires,

have the same meaning as ascribed to them in the Concession Agreement.

2. The following terms shall have the meaning as hereunder:

(a) Deed means this Lease Deed;

(b) Appendix means any of the appendices, supplements and documents

annexed to this Deed;

(c) Concession Agreement shall mean the Concession Agreement dated

_____________ entered into between PAHCL and ________; and a copy

of which is annexed hereto and marked as Appendix-B to form part of this

Lease Deed.

(d) Demised Premises means all the lands which are described, delineated and

shown in Appendix “A” hereto and which comprise the Project Site and are

owned by the Lessor;

(e) Parties shall mean Lessor and Lessee herein;

(f) Lessor means the Concessioning Authority;

(g) Lessee means the Concessionaire or ___________.

3. Interpretation

(a) Words denoting the singular shall include the plural and vice-versa;

(b) Words denoting a person shall include an individual, corporation, company,

partnership firm, joint ventures, trust or other entity;


Page 52 of 58

(c) Headings and bold typeface are only for convenience and shall be ignored for

the purposes of interpretation;

(d) Reference to any legislation or law or to any provision thereof shall include

references to any such law as it may, after the date of this Deed, from time to

time be amended, supplemented or re-enacted;

(e) References to the word “include” or “including” shall be construed without

limitation;

(f) References to this Deed or to any other agreement or deed or other

instrument shall be construed as a reference to such agreement, deed, or

other instrument as the same may from time to time be amended, varied,

supplemented or novated;

(g) Reference to any Party to this Deed or any other agreement or deed or other

instrument shall include its successors or permitted assigns;

(h) A reference to a section, Article, paragraph or Appendix is, unless indicated to

the contrary, a reference to a section, Article, paragraph or Appendix to this

Deed;

(i) The Appendices to this Deed are a part of this Deed and shall be enforced as if

they were expressly set out in the body of this Deed; and

(j) Any agreement, consent, approval, authorisation, proposal, notice,

communication, information or report required under or pursuant to this

Deed from or by any Party shall be valid and effectual only if it is in writing

under the hand of the duly authorised representative of such Party in this

behalf and not otherwise.

4. The Lessor hereby demises the Demised Premises unto the Lessee under the terms of

this Deed from the ____ day of _____ 2017 for a period, which shall be co-

terminous with the terms of the Concession Agreement and shall be extended or

terminated at a prior date to coincide with the Concession Period. The Lessor hereby

undertakes that it shall not terminate this Deed, except upon the due and valid

termination of the Concession Agreement.

5. In consideration of the Concession Agreement dated _______ between the Lessor

and the Lessee and in consideration of the premium herein reserved and the

covenants on the part of the Lessee, the Lessor hereby demises unto the Lessee the


Page 53 of 58

Demised Premises without interruption or interference, free from Encumbrances and

together with the full and free right and liberty of way and passage and other rights in

relation thereto, to implement the Project with delivery of Vacant Possession thereof.

6. The Lessee shall pay unto the Lessor an annual rent of Re 1/- as lease rental, which

shall be paid as an advance lease rental in single lump sum payment of Rs. 33/- (Rupees

Thirty three Only) on or prior to the date upon which this deed is executed.

7. The Lessor hereby vests the Demised Premises with the Lessee along with all

Easementary Rights, free from any Encumbrance; provided that the Lessee shall

remove the structures and public utilities at, on, over the Demised Premises at its

cost and expense and the Lessor shall render all necessary assistance in this behalf.

8. The Lessor hereby vests the Demised Premises with the Lessee under this Deed for

the purpose of implementing the Project, including for the purposes of planning,

designing, engineering, financing, construction, operation and maintenance of the

Project Facility and to develop, construct, operate and maintain all facilities,

structures, buildings, works and activities whatsoever as may be authorised under the

rights granted to the Lessee in accordance with the terms of the Concession

Agreement or otherwise approved by the Lessor.

9. The Parties hereby agree that the Lessee shall not mortgage, transfer or otherwise

encumber the Demised Premises and/or any or all of its rights and interest in relation

theretoin the form of lease, sub-lease, license, right-of-way or otherwise create a

security interest thereon in favour of the Lenders for the purpose of enabling

Financing of the Project and for securing finances for permitted activities or purposes

under the Concession Agreement. However, for the purposes of enabling financing of

the Project, the Lessee shall have the right to mortgage, transfer, assign etc its rights,

in favour of Senior Lenders, as per the provisions of the Concession Agreement.

10. The Lessor vests the Lessee with the right, without requiring any prior permission of

the Lessor, to vest with the Lenders the power to take over the control over,

possession of and all rights and interests in relation to the Demised Premises by


Page 54 of 58

appointing a Substitute Entity (nominated company) to replace the Concessionaire

and to perform the Concessionaire’s obligations hereunder upon the occurrence of an

Event of Default by the Concessionaire under the Concession Agreement or any

Project Agreement (“Lenders’ Step-In Rights”). The Lessor agrees and recognises that

the appointment of such Substitute Entity pursuant upon the exercise of the Lenders’

Step-In Rights shall not in any way constitute an Event of Default under/ or a

violation of the terms of this Deed, and that such Substitute Entity shall be entitled to

all the rights accruing to the Concessionaire under this Deed. The Lessor hereby

undertakes to novate this Deed in favour of the Substitute Entity (for the avoidance of

doubts, the novation shall not involve any amendment of this Deed other than an

amendment of the name of the Party defined as “Lessee” in this Deed) and at the

request of the Lenders execute any documentation concerning or relating to the

novation.

11. In the event of termination of the Concession Agreement by efflux of time or

otherwise, this Lease Deed shall stand terminated and the Concessionaire shall hand

over the Vacant Possession of the Project Site to the Concessioning Authority or its

nominated agency. And the Concessionaire, its contractors, sub-contractors, agents,

employees and Licensees shall henceforth vacate the Project Site.

12. The Lessor hereby covenants with the Lessee as under:

(a) That it shall not increase the lease rental due and payable by the Lessee under

Clause 6 hereof;

(b) That it shall not interfere with or impede in any manner or otherwise limit,

restrict or impose any conditions or restrictions on the complete, free and full

enjoyment and use of the Demised Premises and all rights in relation thereto

by the Lessee,

(c) It shall not interfere in or impede in any manner or otherwise limit, restrict or

impose conditions in relation to: (i) to the development, construction,

implementation, operation and maintenance of the Facility; (ii) the

implementation of the Project by the Lessee; and (iii) the possession, control

and use by the Lessee of the Demised Premises, the Facility constructed

thereon and any other facilities developed in the course of implementation of

the Concession Agreement or otherwise with the approval of the Lessor;


Page 55 of 58

(d) That except the lease rental specified in Clause 6 hereof, it shall not levy any

fee, rental, tax or any other charge on the Lessee for the lease of the Demised

Premises;

(e) That it has clear and marketable title to and is in lawful possession of the

Demised Premises and that there is no litigation, claim, demand or any

proceedings pending before any Competent Authority in respect of the

acquisition of or the Lessor’s title to or possession of the Demised Premises

and the Lessee shall have complete, lawful and uninterrupted Vacant

Possession, control and use of the Demised Premises; and

(f) That it shall not terminate this Deed, except upon the due and valid

termination of the Concession Agreement in accordance with the terms

thereof.

13. The Lessee hereby covenants with the Lessor as follows:

(a) That it shall develop, establish, design, construct, implement and commence

Commercial Operations of the Facility as per its obligations under the

Concession Agreement and complete the construction of the Facility within

the time period specified thereof in the Concession Agreement;

(b) That it shall operate and maintain the Facility or cause it to be operated and

maintained in accordance with the Concession Agreement;

(c) That it shall observe and perform all terms, covenants, conditions and

stipulations of this Deed;

(d) That it shall inform the Lessor about encroachments on the Demised Premises

that are affecting the performance of its rights under the Concession

Agreement. The Lessee shall assist the Lessor in removing these

encroachments; and

(e) That it shall pay all the applicable stamp duty and registration charges for the

proper and valid execution and registration of this Deed.

14. Each Party hereto represents and warrants that:

(a) It has full power and authority to execute, deliver and perform its obligations

under this Deed and to carry out the transactions contemplated hereby;


Page 56 of 58

(b) It has taken all necessary actions to authorise the execution, delivery and

performance of this Deed; and

(c) This Deed constitutes its legal, valid and binding obligations that shall be

enforceable against it in accordance with the terms hereof.

15. The Parties hereby acknowledge and specify that this Deed is being executed for the

benefit of the Lessee and the Lessee shall have the right to enforce this Deed through

specific performance. The Parties further agree that:

(a) The failure by a Party to perform its obligations under this Deed and any

breach of covenants or undertakings given and provided for in this Deed by

the Party shall amount to an Event of Default under the Concession

Agreement (“Event of Default”).

(b) Any dispute, controversy or claim arising out of or in relation to this Deed or

the interpretation of any of its provisions shall be settled in accordance with

the provisions of Article 7 of the Concession Agreement.

(c) All notices under the terms of this Deed shall be sent either by hand, facsimile

or courier to the following addresses:

Lessor :

Lessee :

IN WITNESS WHEREOF the parties hereto have affixed their respective signatures to

this Lease Deed the day and year first herein above written:

SIGNED IN THE NAME AND ON

BEHALF OF THE PUNJAB ASHOK

HOTEL COMPANY

LIMITEDTHROUGH

SIGNED IN THE NAME AND ON

BEHALF OF ___________ PVT. LTD.

THROUGH :


Page 57 of 58

IN THE PRESENCE OF WITNESSES:

1.

2.

Place:

Date:

Appendix A: Particulars of land with detailed project site map / plan

Appendix B: Signed Concession Agreement


Page 58 of 58