RFP HotelAlaknanda Haridwar 13.01.23

JANUARY 13, 2023
DEVELOPMENT OF HOTEL ALAKNANDA AT

HARIDWAR AS 5-STAR HOTEL IN PPP MODE ON
DBFOT BASIS
Volume I: Request for Proposal
UTTARAKHAND TOURISM DEVELOPMENT BOARD

Pt. Deen Dayal Upadhyay Paryatan Bhawan, Near O.N.G.C. Helipad,
Nimbuwala, Garhi Cantt, Dehradun, Uttarakhand – 248003
Development of HOTEL Alaknanda at HARIDWAR as 5-Star Hotel in PPP mode on DBFOT basis
Disclaimer
The information contained in this Request for Proposal document (the “RFP”) or subsequently
provided to Bidder(s), whether verbally or in documentary or any other form by or on behalf of the
Authority or any of its employees or advisors, is provided to Bidder(s) on the terms and conditions set
out in this RFP and such other terms and conditions subject to which such information is provided.
This RFP is not an agreement and is neither an offer nor invitation by the Authority to the prospective
Bidders or any other person. The purpose of this RFP is to provide interested parties with
information that may be useful to them in making their financial offers (Bids) pursuant to this RFP.
This RFP includes statements, which reflect various assumptions and assessments arrived at by the
Authority in relation to the Project. Such assumptions, assessments and statements do not purport to
contain all the information that each Bidder may require. This RFP may not be appropriate for all
persons, and it is not possible for the Authority, its employees or advisors to consider the investment
objectives, financial situation and particular needs of each party who reads or uses this RFP. The
assumptions, assessments, statements and information contained in the Bidding Documents may not
be complete, accurate, adequate or correct. Each Bidder should, therefore, conduct its own
investigations and analysis and should check the accuracy, adequacy, correctness, reliability and
completeness of the assumptions, assessments, statements and information contained in this RFP
and obtain independent advice from appropriate sources.
Information provided in this RFP to the Bidder(s) is on a wide range of matters, some of which may
depend upon interpretation of law. The information given is not intended to be an exhaustive account
of statutory requirements and should not be regarded as a complete or authoritative statement of law.
The Authority accepts no responsibility for the accuracy or otherwise for any interpretation or opinion
on law expressed herein.
The Authority, its employees and advisors make no representation or warranty and shall have no
liability to any person, including any Applicant or Bidder under any law, statute, rules or regulations or
tort, principles of restitution or unjust enrichment or otherwise for any loss, damages, cost or expense
which may arise from or be incurred or suffered on account of anything contained in this RFP or
otherwise, including the accuracy, adequacy, correctness, completeness or reliability of the RFP and
any assessment, assumption, statement or information contained therein or deemed to form part of
this RFP or arising in any way for participation in this Bid Stage.
The Authority also accepts no liability of any nature whether resulting from negligence or otherwise
howsoever caused arising from reliance of any Bidder upon the statements contained in this RFP.
The Authority may in its absolute discretion, but without being under any obligation to do so, update,
amend or supplement the information, assessment or assumptions contained in this RFP.
The issue of this RFP does not imply that the Authority is bound to select a Bidder or to appoint the
Selected Bidder or Concessionaire, as the case may be, for the Project and the Authority reserves the
right to reject all or any of the Bidders or Bids without assigning any reason whatsoever.
The Bidder shall bear all its costs associated with or relating to the preparation and submission of its
Proposal including but not limited to preparation, copying, postage, delivery fees, expenses
associated with any demonstrations or presentations which may be required by the Authority or any
other costs incurred in connection with or relating to its Proposal. All such costs and expenses will
remain with the Bidder and the Authority shall not be liable in any manner whatsoever for the same or
for any other costs or other expenses incurred by a Bidder in preparation or submission of the
Proposal, regardless of the conduct or outcome of the Bidding Process.
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Contents
Definitions.............................................................................................................................................. 11
1 Proposal Data Sheet ..................................................................................................................... 13
1.1 Project Background & Introduction ............................................................................................. 13
1.2 Proposal process and description ............................................................................................... 16
2 Instructions to Bidders ................................................................................................................... 22
2.1 Scope of Proposal ................................................................................................................. 22
2.2 Eligible Bidders...................................................................................................................... 22
2.3 General Terms of Bidding ..................................................................................................... 24
2.4 Change in Composition of the JV.......................................................................................... 27
2.5 Change in Ownership ............................................................................................................ 28
2.6 Cost of Bidding ...................................................................................................................... 28
2.7 Site Visit and Verification of Information ............................................................................... 28
2.8 Right to Accept and to Reject Any or All Proposals .............................................................. 29
2.9 Contents of the RFP .............................................................................................................. 30
2.10 Clarifications .......................................................................................................................... 31
2.11 Amendment Modification of RFP .......................................................................................... 31
2.12 Language .............................................................................................................................. 31
2.13 Format and Signing of Proposal............................................................................................ 31
2.14 Submission of Proposals ....................................................................................................... 32
2.15 Proposal Due Date ................................................................................................................ 32
2.16 Late Proposals ...................................................................................................................... 33
2.17 Contents of the Proposal ....................................................................................................... 33
2.18 Modifications/ Substitution/ Withdrawal of Proposals ........................................................... 33
2.19 Rejection of Proposals .......................................................................................................... 33
2.20 Validity of Proposals .............................................................................................................. 33
2.21 Confidentiality ........................................................................................................................ 33
2.22 Correspondence with the Bidder ........................................................................................... 34
2.23 Proposal Security .................................................................................................................. 34
3 Evaluation of Proposals ................................................................................................................ 35
3.1 Opening and Evaluation of Proposals ................................................................................... 35
3.2 Evaluation of Technical Proposal .......................................................................................... 35
3.3 Tests of Responsiveness ...................................................................................................... 35
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3.4 Details of Experience ............................................................................................................ 35
3.5 Financial Information for Purposes of Evaluation ................................................................. 36
3.6 Technical Capacity for Purposes of Evaluation .................................................................... 36
3.7 Shortlisting of Bidders ........................................................................................................... 36
3.8 Selection of Bidder ................................................................................................................ 36
3.9 Contacts During Proposal Evaluation ................................................................................... 37
4 Fraud and Corrupt Practices ......................................................................................................... 38
5 Pre- Proposal Conference ............................................................................................................. 40
6 Miscellaneous................................................................................................................................ 41
Appendix I. Letter Comprising the Proposal ......................................................................................... 42
Annex i. Details of Bidder .................................................................................................................. 45
Annex ii. Technical Capacity of the Bidder ....................................................................................... 47
Annex iii. Financial Capacity of the Bidder ........................................................................................ 48
Annex iv. Statement of Legal Capacity ............................................................................................. 49
Appendix II. Financial Proposal ............................................................................................................ 50
Appendix III. Format of Bank Guarantee for Proposal Security ............................................................ 51
Appendix IV. Power of Attorney for signing of Proposal ....................................................................... 53
Appendix V. Power of Attorney for Lead Member of JV ....................................................................... 55
Appendix VI. Format for Anti-Collusion Certificate ............................................................................... 57
Appendix VII. Joint Bidding Agreement ................................................................................................ 58
Appendix VIII Litigation History ............................................................................................................. 62
Appendix –IX Affidavit ........................................................................................................................... 63
Appendix X. Bid Security Declaration ................................................................................................... 64
1 Definitions and interpretation ........................................................................................................ 68
1.1 Definitions .............................................................................................................................. 68
1.2 Principles of Interpretation .................................................................................................... 74
1.3 Measurements and Arithmetic Conventions ......................................................................... 75
1.4 Ambiguities within Agreement ............................................................................................... 75
2 The Concession ............................................................................................................................ 76
2.1 Grant of Concession ............................................................................................................. 76
2.2 Concession Period ................................................................................................................ 76
2.3 Acceptance of the Concession.............................................................................................. 76
2.4 Project Site ............................................................................................................................ 76
2.5 Use of the Project Site .......................................................................................................... 77
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2.6 Information about the Project Site ......................................................................................... 77
2.7 Peaceful Possession ............................................................................................................. 77
2.8 Rights and Title over the Project Site .................................................................................... 77
2.9 Clearance& Permissions ....................................................................................................... 78
2.10 Consideration to the Authority ............................................................................................... 78
3 Performance Security .................................................................................................................... 79
3.1 Performance Security ............................................................................................................ 79
3.2 Fresh Performance Security ................................................................................................. 79
4 User Charges ................................................................................................................................ 79
4.1 Levy, Collection and appropriation of User Charges ............................................................ 79
4.2 Revision of User Charges ..................................................................................................... 80
4.3 User Charges payable by the Authority ................................................................................ 80
5 Obligations & Undertakings ........................................................................................................... 81
5.1 General Obligations of the Concessionaire .......................................................................... 81
5.2 Obligations of the Concessionaire during Implementation Period ........................................ 83
5.3 Obligations of the Authority ................................................................................................... 84
5.4 Minimum Equity requirements ............................................................................................... 84
6 Independent Expert ....................................................................................................................... 85
6.1 Independent Expert ............................................................................................................... 85
6.2 Duties and functions .............................................................................................................. 85
6.3 Authorised signatories ........................................................................................................... 85
6.4 Remuneration ........................................................................................................................ 86
6.5 Termination ........................................................................................................................... 86
7 Steering Group .............................................................................................................................. 87
7.1 Constitution ........................................................................................................................... 87
7.2 Functions ............................................................................................................................... 87
8 Drawings ....................................................................................................................................... 88
8.1 Preparation of Drawings ........................................................................................................ 88
8.2 Review and Approval of Drawings ........................................................................................ 88
9 Project Implementation ................................................................................................................. 90
9.1 Execution............................................................................................................................... 90
9.2 Inspection .............................................................................................................................. 90
9.3 Testing during Construction Period ....................................................................................... 90
9.4 Rejection ............................................................................................................................... 91
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9.5 Ownership ............................................................................................................................. 91
9.6 Commencement .................................................................................................................... 91
9.7 Time for Completion .............................................................................................................. 91
9.8 Delays Caused by Competent Authorities ............................................................................ 91
9.9 Extension of Time ................................................................................................................. 92
9.10 Progress ................................................................................................................................ 93
9.11 Delay in Completion .............................................................................................................. 93
9.12 Notice to Test ........................................................................................................................ 93
9.13 Tests on Completion ............................................................................................................. 93
9.14 Re-Testing ............................................................................................................................. 94
9.15 Failure to Pass Tests ............................................................................................................ 94
9.16 Construction Completion Certificate ..................................................................................... 95
9.17 Construction Completion Certificate not a Cessation of Liability .......................................... 95
9.18 Rectification ........................................................................................................................... 95
10 Operations and Maintenance Period ............................................................................................ 96
10.1 Commencement and Duration .............................................................................................. 96
10.2 Obligations of the Concessionaire during Operations and Maintenance Period .................. 96
10.3 Scope of Work During Operations and Maintenance Period ................................................ 96
10.4 Reporting ............................................................................................................................... 97
10.5 Books and Records ............................................................................................................... 98
10.6 Cost of Remedying Defects .................................................................................................. 98
10.7 Subsequent Tests ................................................................................................................. 98
10.8 Failure to Remedy Defects.................................................................................................... 99
10.9 Accidents ............................................................................................................................... 99
11 Financing Arrangement ............................................................................................................... 100
11.1 Financing Arrangement ....................................................................................................... 100
11.2 Amendments to Financing Documents ............................................................................... 100
12 Escrow Account: Article Deleted ................................................................................................. 101
13 Insurances ................................................................................................................................... 102
13.1 Insurance during the Implementation Period ...................................................................... 102
13.2 Insurance during the Operation Period ............................................................................... 102
13.3 Insurance Companies ......................................................................................................... 102
13.4 Evidence of Insurance Cover .............................................................................................. 102
13.5 Application of Insurance Proceeds ..................................................................................... 102
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13.6 Validity of the Insurance Cover ........................................................................................... 103
14 Force Majeure ............................................................................................................................. 104
14.1 Force Majeure Event ........................................................................................................... 104
14.2 Non-Political Event .............................................................................................................. 104
14.3 Indirect Political Event ......................................................................................................... 104
14.4 Political Event ...................................................................................................................... 105
14.5 Effect of Force Majeure Event............................................................................................. 105
14.6 Allocation of Costs During Subsistence of Force Majeure .................................................. 105
14.7 Termination ......................................................................................................................... 106
14.8 Termination Payment for Force Majeure Events ................................................................ 106
14.9 Dispute Resolution .............................................................................................................. 107
14.10 Liability for other losses, damages etc. ........................................................................... 107
14.11 Duty to Report ................................................................................................................. 107
14.12 Excuse from Performance of Obligations ....................................................................... 108
15 Events of Default and Termination .............................................................................................. 109
15.1 Event of Default ................................................................................................................... 109
15.2 Termination due to Event of Default ................................................................................... 110
15.3 Rights of the Authority on Termination ................................................................................ 112
15.4 Termination Payments ........................................................................................................ 112
15.5 Mode of Payment ................................................................................................................ 113
16 Change in Law ............................................................................................................................ 114
16.1 Change in Law .................................................................................................................... 114
16.2 Extension of Concession Period ......................................................................................... 114
17 Transfer of Project ....................................................................................................................... 115
17.1 Ownership ........................................................................................................................... 115
17.2 Handback of Transfer Assets .............................................................................................. 115
17.3 Obligations of Parties .......................................................................................................... 116
18 Dispute Resolution ...................................................................................................................... 118
18.1 Amicable Resolution ........................................................................................................... 118
18.2 Arbitration ............................................................................................................................ 118
19 Representations and Warranties, Disclaimer .............................................................................. 120
19.1 Representations and Warranties of the Concessionaire .................................................... 120
19.2 Disclaimer............................................................................................................................ 121
19.3 Representations and Warranties of the Authority ............................................................... 122
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20 Miscellaneous.............................................................................................................................. 123
20.1 Assignment and Charges .................................................................................................... 123
20.2 Liability and Indemnity......................................................................................................... 123
20.3 Advertising on the Project Site ............................................................................................ 124
20.4 Governing Law and Jurisdiction .......................................................................................... 124
20.5 Waiver ................................................................................................................................. 124
20.6 Survival ................................................................................................................................ 125
20.7 Amendments ....................................................................................................................... 125
20.8 Notices ................................................................................................................................ 125
20.9 Severability .......................................................................................................................... 126
20.10 No Partnership ................................................................................................................ 126
20.11 Language ........................................................................................................................ 126
20.12 Exclusion of Implied Warranties etc. ............................................................................... 126
20.13 Counterparts .................................................................................................................... 126
Schedule- A: The Project .................................................................................................................... 128
Broad Scope of Work ...................................................................................................................... 128
Schedule – B: Project Site .................................................................................................................. 129
Project Site Description ................................................................................................................... 129
Schedule- C: Project Facilities ............................................................................................................ 130
Schedule – D: Project Completion Schedule ...................................................................................... 132
Schedule- E: Independent Engineer’s Services ................................................................................. 134
Terms of Reference ........................................................................................................................ 134
Schedule – F: Drawings ...................................................................................................................... 136
Drawings ......................................................................................................................................... 136
Additional Drawings ........................................................................................................................ 136
Schedule – G: Standards & Specifications ......................................................................................... 137
Specifications for Design, Engineering and Construction ............................................................... 137
Schedule – H: Operation and Maintenance Requirements ................................................................ 139
General............................................................................................................................................ 139
Operation and Maintenance Manual and O&M Plans .................................................................... 140
Safety .............................................................................................................................................. 143
Inspections ...................................................................................................................................... 143
Schedule – I: Vesting Certificate ......................................................................................................... 144
Schedule – J: Format of Performance Bank Guarantee of Concessionaire ....................................... 145
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Schedule – K: Substitution Agreement ............................................................................................... 147
Schedule – L: Indicative List of Clearances ........................................................................................ 153
Schedule – M: List of Prohibited Activities .......................................................................................... 154
Schedule – O: Memorandum of Understanding.................................................................................. 156
Page 8 of 156
Development of HOTEL Alaknanda at HARIDWAR as 5-Star Hotel in PPP mode on DBFOT

basis
1- Proposal Submission Procedure: -
a. The proposal documents shall be published online on the e-Government

Procurement System (e-GPS) portal i.e. http://www.uktenders.gov.inon the date and
time as mentioned in the tender time schedule (Key Dates).
b. All the interested bidders are required to register on e-GPS portal i.e.
http://www.uktenders.gov.inwhich is free of cost.
c. The bidder is also required to obtain Digital Signature Certificate (DSC) from one of
the authorized Certifying Authorities (CA). Digital Signature is mandatory to
participate in the e-tendering. More information on how to obtain a DSC and also its
use is available under the link “Information about DSC” on the e-GPS portal i.e.
http://www.uktenders.gov.in. Bidders already possessing the digital signature issued
from authorized CAs can use the same in these tenders.
d. Proposals shall be submitted online on the same e-GPS portal i.e.

http://www.uktenders.gov.in after signing them electronically using a Digital
Signature Certificate (DSC) within the stipulated time as mentioned in tender time
schedule (Key Dates). Online Proposals, ready for submission / upload, shall include
bidding document, scanned copy of Cost of bidding document, proposal security &
all the Supporting Documents in support of qualification other than rates filled by the
bidder in BOQ.
2- Offline submission of Original Documents: - In addition to the cost of bidding document and
proposal security as prescribed in Clause 1.2.4, the bidders are also required to submit in
original all the documents listed in Clause 1.2.12 of I.T.B., either by registered post or by
hand, in the office UTDB Dehradun upto the date and time as mentioned in tender time
schedule (Key Dates).
3- Proposals will be opened in the office of the UTDB, Dehradun by the designated Tender
Opening Committee in the presence of intending bidders or their authorized representatives
on the date and time as mentioned in tender time schedule (Key Dates) If the office
happens to be closed on the date of opening of the Proposals as specified, the proposals
will be opened on the next working day at the same time. The electronic bidding system
would not allow any late submission of proposals.
4- The proposals shall remain valid for a period not less than 120 days from deadline date of
proposal submission.
5- Bidders are advised to visit the respective sites before quoting their rates. Once the
proposals are accepted, no claim whatsoever will be acceptable.
6- During the Operation and Maintenance period, the Concessionaire shall give preference to
locals and shall follow the labour laws of Uttarakhand State.
7- A pre-proposal meeting to clarify the issues regarding the tenders is proposed to be held in
the Office UTDB Dehradun on date & time as stipulated in Clause1.2.11
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8- Other Terms and Conditions of bidding contained in proposal documents can be

seen on the e-GPS portal i.e. http://www.uktenders.gov.in or in the Office of UTDB
Dehradun
9- UTDB shall not be held liable for any delays due to system failure beyond its control.
Even though the system will attempt to notify the bidders of any proposal updates,
the Authority shall not be liable for any information not received by the bidder. It is
the bidders’ responsibility to verify the website for the latest information related to
this proposal.
Page 10 of 156
Definitions
Request for Proposal (RFP) shall mean this document inviting the submission of “Proposal” to
Development of HOTEL Alaknanda at HARIDWAR as 5-Star Hotel in PPP mode on DBFOT basis.
DBFOT shall mean Design, Build, Finance, Operate and Transfer
Agreement/ Concession Agreement shall mean the Draft Concession Agreement given in Part 2 of
this RFP document.
Authority shall mean the “Uttarakhand Tourism Development Board (UTDB)”.
Competent Authority shall mean the authority that has legal capacity or power to perform any
designated function.
Bidder shall mean the Business Enterprise(s) that has submitted Proposal in response to this RFP
Document as sole entity or in Joint Venture.
Concessionaire shall mean the Successful Bidder with whom the Authority shall sign the Concession
Agreement.
Proposal Document shall mean this Request for Proposal document or any other document issued
by the Authority as part of the proposal process.
Proposal Process shall mean various activities taken up by the Authority leading up to the selection
of the Successful Bidder.
Bid/ Proposal shall mean together Folder A and Folder B as defined in Clause 1.2.1 as submitted by
the Bidders in response to this RFP Document.
Bidding Company shall mean a corporate entity (Public or Private Limited) registered in India as a
Business Entity under respective Act.
Joint venture (JV) shall mean a group of two or more commercial enterprises joined together under a
common identity for a common purpose which otherwise retain their distinct identities.
Lead Member In case if the proposal is submitted in Joint Venture (JV), the “Lead Member (LM)”
shall be that JV Member vested with the prime responsibility of developing the Project and holding not
less than 26% stake in the JV.
JV Member Each entity in the Bidding JV shall be referred to as a “JV Member”.
Associates The Bidder as an individual entity or Joint Venture, only those entities shall mean
“Associates” who control and are controlled by or are under the common control with such Bidder/
JV Member.
Proposal Security shall have the meaning as referred in Clause 2.23 of this document.
Proposal Validity Period shall mean the period stipulated in Clause 2.20 of Section 2 of this RFP
Document, for which the Proposal submitted is valid.
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Proposal Value shall mean the amount offered by the Bidder in the Financial Proposal payable to the
Authority for the purpose of developing the Project at the Project Site.
Bank shall mean any Nationalized Bank and any Indian Scheduled Commercial Bank as notified by
Reserve Bank of India.
Floor Area Ratio (FAR) means the quotient of the floor space excluding the area specifically
exempted from computation under the concerned regulations that can be constructed in a plot to the
plot area.
FAR = Total covered floor area on all floors/ Plot area
“Financial Bid / Financial Proposal” shall mean the information submitted as per Appendix II of this
document and is part of the Bid/Proposal.
“Good Industry Practice” shall mean practices, methods, techniques and standards as changed
from time to time that are generally accepted for use in the infrastructure, construction and real estate
industry or any other good industry practice which is relevant to the said project.
Project shall have the meaning as referred in Clause 1.1.4 of this document.
Project Site shall mean all that plot details as mentioned in Clause 1.1.3 of this document, which is
more specifically described in the Draft Concession Agreement.
Proposal shall mean cumulatively Techno-Commercial proposal and its sub-proposal and the
Financial Proposal submitted by the Bidder in response to this RFP.
Proposal Due Date shall mean last date of proposal submission as per Clause1.2.11 or extended
thereafter through corrigendum.
Selection Process shall have the same meaning as the ' Proposal Process'.
Responsiveness Responsive Proposals mean those proposals which meets the requirements of
qualification and eligibility criteria as per the technical proposal.
Successful Bidder is the Bidder whose offer has been considered as Best and Final Offer by the
Authority during evaluation.
THE WORDS AND EXPRESSIONS BEGINNING WITH CAPITAL LETTERS AND DEFINED IN THIS
DOCUMENT SHALL, UNLESS REPUGNANT TO THE CONTEXT, HAVE THE MEANING
ASCRIBED THERETO HEREIN.
Page 12 of 156
1 Proposal Data Sheet

Clause No. Description
1.1 Project Background & Introduction
1.1.1 Introduction
Uttarakhand Tourism Development Board advises the Government on all matters relating to
tourism in the State. The statutory board is chaired by the Tourism Minister Govt. of
Uttarakhand. The Secretary tourism acts as Chief Executive Officer. The board also
functions as a regulatory and licensing Authority. UTDB strives to place Uttarakhand on the
tourism map of the world as one of the leading tourist destinations, and to make
Uttarakhand synonymous with tourism. Its prerogative is to develop tourism as a major
source of employment and income/revenue generation and as a pivot of the economic and
social development in the State. UTDB envisages to develop manifold tourism related
resources of the State in an eco-friendly manner, with the active participation of the private
sector and the local host communities. To strengthen business and MICE tourism in
Dehradun, UTDB intends to develop a 5-Star hotel with benchmark facilities for business
tourists coming to the state.
1.1.2 Background
Haridwar serves as the Gateway to the Char Dhams of Uttarakhand and Dev Bhomi. The
‘Panch Tirth’ or the five pilgrimages located within the periphery of Haridwar, are
Gangadwara (Har Ki Pauri), Kushwart (Ghat), Kankhal, Bilwa Tirtha (Mansa Devi Temple)
and Neel Parvat (Chandi Devi). Haridwar is also one of the four places; where Kumbh Mela
occurs after rotation of every twelve years and Ardh Kumbh after every six years. Haridwar
has a long-standing position as a great source for Ayurvedic medicines and herbal remedies
as well as its unique Gurukul school system of traditional education.
It also provides lot of opportunity for business travel. Rajaji National Park is just 10 kms from
Haridwar. The national parks are one of the favourite destinations for many corporate
meetings, events and incentives or conferences. Team building exercise can be fun in
nature around.
In this context, UTDB has identified a land parcel located in the Belwala area of Haridwar to
be developed into 5-Star hotel to cater to the Premium tourist segment, foreigners and
corporate visitors.
This 5-Star Hotel at Haridwar would help state by attracting Premium tourist segment,
foreigners and corporate visitors, which would result in more revenues for state.
1.1.3 Site Location
The proposed 5-Star Hotel at Haridwar is to be developed on approx. 1,290 sqm on which
the existing building is situated. The land area is free from any encroachments and is ideal
to develop a 5-Star Hotel at Haridwar as envisaged by UTDB. Address of proposed site for
project is:
Hotel Alaknanda,
Belwala, Mayapur,
Delhi Bypass Rd,
Haridwar, Uttarakhand 249401
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1.1.4 The Project component
(i) Designing of proposed 5-star hotel at site.

(ii) Demolish of existing structure at site.
(iii) Construction of proposed 5-star hotel.
(iv) Operation and management of the hotel for a period of as mentioned in Clause No.
1.1.7
1.1.5 Key Feature
Proposed land area for 1,290 sqm

construction of 5-star hotel at
site (excluding parking area)
Availability of parking and Sufficient space for parking is available at site. As per
open space Supreme Court order W.P.(C) No. 47/2004 dated
15.01.2018 – “the remaining vacant open space
shall be jointly used by both State of Uttarakhand
and State of U.P. for parking purposes”. A detailed
plan for parking shall be prepared by the successful
bidder and submitted to UTDB for approval.
Topography of Area Plain
The construction shall be as per local authority guidelines and byelaws. The Concessionaire
has to obtain all required approvals form the local authorities prior to construction.
1.1.6 Facilities Proposed to be Incorporated by the Developer in the Project
(The below mentioned facilities are only indicative and derived for the purpose of finalizing
the financial model for this project. However, the bidder may re-appropriate the facilities as
best suitable for the business.)
The hotel may have the following facilities:
 Theme Based
o Suite (up to 4 Nos. Duplex Units)
o Deluxe Room (approx. 50 Nos.)
o Standard Room (approx. 50 Nos.)
 Conference Hall / Convention Hall
 Restaurant
 Open-air terrace
 Banquet lawn
 24/7 Café
 Spa & Wellness Center
 Swimming Pool
 Admin Block, Entrance Foyer and lobby
 Commercial Space
Other facilities as deemed suitable may be included with prior permission of UTDB
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1.1.7 The Contour of the Project
The Successful Bidder shall develop a 5-Star Hotel at Haridwar as per the prevalent
Development Control standards prescribed in the Act/Rules of State. Expected minimum
investment is INR 100.00 Crores (One Hundred Crore only) (the “Eligible Project
Cost”). As per the final hotel facilities the actual cost of the project may vary at the time of
execution of the project.
Selected Bidder, prior to execution of the agreement (the “Concessionaire”), shall be

responsible for designing, engineering, financing, procurement, construction, operation and
maintenance of the Project under and in accordance with the provisions of an agreement for
a period of 60 Years (the “Concession Agreement”) to be entered into between the
Selected Bidder and the Authority in the form provided by the Authority as part of the
Bidding Documents pursuant hereto.
The Concession period shall be 60 (Sixty) Years from the date of signing of the Contract
which may be extended for a period of next 30 (thirty) years depending upon the
performance of the Concessionaire.
1.1.8 Construction Period
The Construction Period of the Hotel shall be 3 (three) Years (including demolition of the
existing structure) from the date of Site Handover/Notice to proceed. (the “Construction
Period”)
Operation and Maintenance Period
The O & M period shall be Total concession period of 60 years – (less) Construction
period of 3 years.
1.1.9 Development Mode
The Project is proposed to be developed on Design, Build, Finance, Operate and Transfer
Basis (DBFOT)
1.1.10 Fees
(i) Annual Concession Fee: The Concessionaire shall pay an Annual Concession Fee
for INR 2.50 Crores which shall be escalated at the rate of 3% in every three years.
(ii) Revenue Sharing: In addition to above Concessionaire is required to pay a revenue

share as quoted in the BoQ
1.1.11 Moratorium Period
The Moratorium period for annual concession fees is permitted for the construction period of
three years. The Concessionaire is exempted to pay annual concession fees and revenue
share during construction period of three years. The Concessionaire shall start paying the
agreed annual concession fees and revenue share after expiry of three years from the date
of start, irrespective of any delay in construction schedule.
During the construction period, the Bidder shall put advertisement/ hoarding of UTDB on
the Project Site as per applicable laws.
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1.1.12 Operation and Maintenance
The Developer shall ensure operation and maintenance of the Hotel facility as per the
minimum industry standards prescribed for a Category Hotel specified under Annexure ‘H’
of the Concession Agreement and in pursuance of the same may enter into tie ups with the
known brands in the industry to run the facility and maintain the prescribed industry
standards.
1.1.13 Conformation with Bye Laws
Bidders shall ensure that the design of entire Project facility conforms to the provisions of
local development authorities, Bye-laws, requirements of all statutory/ regulatory bodies in
respect of fire hazard, ventilation & lighting requirement, safety, security, evacuation, alarm
etc. during disaster. The Project shall confirm with the norms of the National Disaster
Management Authority for the seismic zone in which the Project falls.
1.1.14 Incentives
Not available for PPP Projects.

1.1.15 Project Approvals
Bidder will be responsible to obtain all Approvals / clearances / NOCs from all respective
local bodies, statutory & regulatory authorities in respect of Building Plan of the Project
and/or its facilities to be constructed through its own resources and own cost as and when
required.
1.1.16 Scope of Work
The Project envisages the following scope of work:
a. Preparing detailed designs for the proposed Project in accordance with the approved
conceptual plans and design, and submit to UTDB for approval.
b. Getting the designs for the proposed project approved from the Concerned
Development Authority or their authorized representative, local bodies and other
respective agencies.
c. Demolition of the existing structure with proper safety measurements confirming to the
applicable rules.
d. Obtain all necessary approvals from respective departments before commencement of
construction work.
e. Construction of the 5-star hotel.
f. Operation and maintenance of constructed 5-star hotel as per hotel bye-laws for a
period as mentioned in Clause 1.1.7.
g. Pay in advance the Annual Concession Fee as described in Clause 1.1.10.
1.1.17 Annual Taxes, Fee, Rates & Duties
The Bidder shall bear / pay all applicable taxes, fees, rates and duties in relation to the
Project at all time during and after the construction
1.2 Proposal process and description

1.2.1 RFP & Proposal Process
UTDB invites Request for Proposal (RFP) from interested parties to participate in the
Page 16 of 156

proposal process. The bidders are required to submit their proposals online on
www.uktenders.gov.in (the “e-Tender website”) only, proposals submitted in any other
form will not be accepted. This is single stage two envelope bidding process as Uttarakhand
Procurement Rules, 2017. The proposal document would be required to be uploaded on
https://www.uktenders.gov.in in two separate folders as indicated below:
Folder 1: Technical Proposal
Folder 2: Financial Proposal
Applicants must satisfy themselves that they are qualified to proposal, and should give an
undertaking to this effect in the form at Appendix I.
Folder 1: Technical Proposal should comprise of all the documents required to demonstrate
the competency of the bidder as per the requirements of technical qualification criteria,
except Financial Proposal. No financial information like price should be given in the
Technical proposal, in which case the proposal shall be summarily rejected.
In addition to the Technical proposal submitted online, the bidder is required to submit the
original documents as mentioned in Clause 1.2.12 before technical proposal opening.
Folder 2: Financial Proposal should comprise of the maximum revenue share in percentage
(%) offered by the bidder in the prescribed BoQ which shall be the sole criteria for the
selection of the highest / successful bidder.
1.2.2 Proposal Validity:
The Proposal / Bid shall be valid for a period of not less than 120 (One Hundred Twenty)
days following last date for proposal submission (i.e., “Proposal Due Date”).
1.2.3 Draft Concession agreement
The Bidding Documents include the draft Concession Agreement for the Project. The
aforesaid documents and any addenda issued subsequent to this RFP Document, or
modified RFP documents but before the Proposal Due Date, will be deemed to form part of
the Bidding Documents.
1.2.4 (i) Document Fee:
The bidder is required to deposit a non-refundable document fee of INR 11,800/- (Eleven
Thousand Eight Hundred) including GST to be paid online as per details given below
before technical proposal opening. Non-payment of document fee within prescribed
time shall lead to rejection of the proposal.
The Bidders will have to provide Document Fee by way of online transfer only through Real
Time Gross Settlement or National Electronic Funds Transfer to the account as mentioned
below.
(ii) Proposal Security / Earnest Money Deposit (EMD):
A Bidder is required to deposit, along with its proposal, a Proposal Security equivalent to
INR 2.00 Crores (Two Crores only) refundable not later than 60 days from the Proposal
Due Date or from the date of execution of agreement with the Successful Bidder, whichever
is later, except in the case of the highest Bidder.
The Bidders will have to provide Proposal Security by way of Demand Draft (DD) or online
Page 17 of 156

transfer through Real Time Gross Settlement (RTGS) / National Electronic Funds Transfer
(NEFT) to the account set out below or through an irrevocable and unconditional Bank
Guarantee as per format (Appendix - III) before technical proposal opening. In case of non-
payment within this time and / or of lesser value, the proposal shall be summarily
rejected.
Beneficiary Name CEO Uttarakhand Tourism Development Board Dehradun
Bank’s name Indian Bank
Account Number 50517934250
Branch Nimbuwala, Garhi Cantt
Address Nimbuwala, Garhi Cantt, Dehradun
IFSC IDIB000N599
GST No. 05AAALU0031F1ZK
PAN AAALU0031F
The proposal shall be summarily rejected if it is not accompanied by the Proposal Security.
Startups, Micro and Small enterprises will be exempted from payment of Tender Fee and
EMD. However, exemption is not available in case of JV / Consortium unless other partners
are also among these enterprises. In lieu of EMD “Bid Security Undertaking” will be
acceptable as per present policy. (as per approval from EFC dated 07.12.2021)
(iii)Performance Security
The successful bidder has to furnish Performance Securities for INR 6.00 Crores in the
manner as mentioned below:
a) Construction Period: The successful bidder shall furnish a Performance Security
of INR 3.50 Crores (Three Crores Fifty Lakhs Only) before signing of the
Concession Agreement, by way of an irrevocable and unconditional Bank
Guarantee or FDR issued by a scheduled bank located in India in favour of UTDB
with validity for 60 (sixty) days beyond the construction period. This Performance
Security shall be returned after successfully completion of the construction period.
b) O&M Period: The successful bidder shall furnish an unconditional Bank
Guarantee or FDR of INR 2.50 Crores as part of Performance Security which shall
be valid for a period of 60 (sixty) days beyond the completion of the Concession
Period (the Performance Security can be submitted for shorter span but not less
than 5 years duly renewed before expiry and shall cover the entire duration of the
Concession period).
(iv)Loan on Land
UTDB will not provide any guarantees nor the Concessionaire is permitted to offer the land
as collateral guarantee.
1.2.5 Technical Qualifications
Eligibility and Qualification Criteria
Those bidders who satisfies the minimum essential requirements as given below will be
declared as technically qualified and eligible for opening of their financial proposals.
1. Past Experience: For demonstrating the past experience, the Bidder over the past 10
Page 18 of 156

(ten) financial years preceding the Proposal Due Date shall have:
i. Category I: The bidder should have experience of successfully completion of
construction of residential housing societies / hotels / malls / auditoriums /
stadiums and other similar building structures as mentioned below:
(a) One single work or INR 60 crores; or
(b) Two works of INR 30 crores each; or
(c) Three works of INR 20 crores each
in last 10 years from last date of proposal submission
or
ii. Category II: The bidder should have collected and appropriated revenues from
operation and maintenance of Hotel/ Resort/ Spa/ Convention Facility /
Tourism Infrastructure as mentioned below:
a) INR 20 crores in any one financial year; or
b) INR 30 crores collectively in any two financial years; or
c) INR 60 crores collectively in any three financial years
In last 5 years from last date of proposal submission.
(In case of JV any one Partner of the JV can fulfil the criteria of required Past Experience.)
2. Average Annual Turnover in last five years:

The bidder should have an Average Annual Turnover of not less than INR 60.00 Crores
in last five years from all occupation.
3. Net Worth:
The bidder should have a Net Worth of not less than INR 40.00 Crores as on
31.03.2022.
(In case if the bidder has not filed the Income tax return for F.Y 2021-22 then Net Worth
as on 31/03/2021 will also be accepted)
(In case of JV any one Partner of the JV can fulfil the criteria of required Average Annual
Turnover with Net Worth).
O&M Experience: The Bidder shall be eligible only if it has equivalent experience of
operation and maintenance of Hotel/ Resort/ Spa/ Convention Facility / Tourism
Infrastructure on its own or through its Associates. In the event the Bidder does not have
such experience, it should furnish an undertaking that if selected to undertake the Project, it
shall enter into an agreement for entrusting its operation & maintenance (O&M) obligations
to an entity having the aforesaid experience within 60 days of the signing of Concession
Agreement, failing which the Concession Agreement shall be liable to termination. Such an
entity which proposes to undertake the O&M obligations shall be approved by the Authority.
Those bidders who qualify the above mentioned qualification criteria would be only eligible
for opening of the Financial Proposals.
Financial Evaluation
The bidder offering highest percentage (%) of revenue share in the BoQ shall be declared
as successful / highest Bidder. In case if the successful / highest bidder withdraws or is not
selected for any reason or fails to sign the Concession Agreement within prescribed time
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than the next H2 bidder may be invited to match the proposal submitted by the highest
Bidder. Or UTDB may invite fresh proposals or annul the Bidding Process, as the case may
be.
The highest percentage (%) of revenue share offered by the bidder is the sole criteria for
selection of the successful / highest bidder.
1.2.6 Project Site Assessment
Bidders are invited to examine the Project in greater detail, and to carry out, at their cost,
such studies as may be required for submitting their respective Proposals for award of the
Concession including implementation of the Project.
1.2.7 Proposal parameter
Proposals are invited for the Project on the basis of the highest percentage (%) of revenue
share to be paid by the Bidder during the period of concession. The highest percentage (%)
of revenue share shall constitute the sole criteria for evaluation of proposals. Subject to
Clause 2.19, the Project will be awarded to the Bidder quoting the highest percentage (%) of
revenue share.
1.2.8 User Charges
The Concessionaire will be entitled to levy and charge an appropriate User Charges from
users of the Project, as prescribed in the RFP document.
1.2.9 Document Fee
As per Clause 1.2.4

1.2.10 Queries and Pre-Proposal
Any queries or request for additional information concerning this RFP shall be submitted in
writing or by fax and e-mail to:
The Chief Executive Officer,
Uttarakhand Tourism Development Board,
Pt. Deen Dayal Upadhyay Paryatan Bhawan, Near O.N.G.C. Helipad, Nimbuwala, Garhi
Cantt, Dehradun, Uttarakhand – 248003
Phone No.: +91 135 255 9898
Fax No.: +91 135 255 9988
e-mail: pppcell.utdb@gmail.com with CC to procurement.utdb@gmail.com
The subject of communication shall clearly bear the following identification/ title:
"Queries/Clarification: Development of HOTEL Alaknanda at HARIDWAR as 5-Star
Hotel in PPP mode on DBFOT basis"
Prospective bidders are advised to visit the site for inspection / better understanding before
submitting their proposals. For the purpose Adventure Sports Officer, UTDB Mob. No.
73007 99203 may be contacted.
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1.2.11 Schedule and Venue
The Authority shall endeavour to adhere to the following schedule (the “Schedule of
Bidding Process”):
Sl.
Event Description Date
No.
1 Date of downloading RFP document From 3:00 PM on 13.01.2023
2 Pre-Proposal meeting At 12:00 Noon on 27.01.2023
3 Last date for seeking clarification, if any Upto 5:00 PM on 27.01.2023
4 Start date and time for uploading of
From 3:00 PM on 03.02.2023
proposals in e-Procurement platform
5 Last date and time for uploading of
Upto 3:00 PM on 20.02.2023
proposals in e-Procurement platform
6 Time and date for opening of Technical
at 3:30 PM on 20.02.2023
Proposals
7 Time and date for opening of Financial
To be intimated later.
Proposals
Venue for Opening of Technical & Financial Proposal:
Pt. Deen Dayal Upadhyay Paryatan Bhawan, Near O.N.G.C. Helipad, Nimbuwala, Garhi
Cantt, Dehradun, Uttarakhand – 248003
1.2.12 Original Documents
The bidder is required to submit the below mentioned original documents in person or
through registered post / speed post / courier to PPP Cell of UTDB, Pt. Deen Dayal
Upadhyay, Paryatan Bhawan, Near O.N.G.C. Helipad, Nimbuwala, Garhi Cantt, Dehradun,
before opening of Technical Proposals.
(a) Original Power of Attorney (as per format)

(b) Original Affidavit of correctness (as per format)
(c) Original affidavit for litigation history (as per format) and
(d) JV Agreement (if applicable)
The Proposal Inviting Authority shall not be held liable for any delays in the receipt of these
documents. In case these original documents are not received within the stipulated
time, the proposal shall be summarily rejected. No other original documents are
required at this stage.
1.2.13 Successful bidder
The bidder offering maximum revenue share in percentage (%) in the BoQ shall be declared
as successful bidder.
Page 21 of 156
2 Instructions to Bidders
A. General
2.1 Scope of Proposal
UTDB possess a land parcel located in main Mayapur at Haridwar District. This land
parcel is situated adjacent to the Har-ki-pauri and hotel Bhagirathi. There are number
of quality hotels around this land parcel which are already doing good business round
the year. UTDB wish to utilise this land parcel to develop a quality 5-star hotel in
DBFOT basis. The hotel should have access to the local public and the tourists
arriving at Haridwar. UTDB wishes to receive Proposals from experienced and
capable Bidders in respect of the Project. The Scope of Proposal includes: -
2.1.1 Preparing detailed design for the proposed Project in accordance with the
approved conceptual plans and design and submit to the UTDB for approval.
2.1.2 Getting the accepted design of the proposed project approved from the
respective Development Authorities or their authorized representative, local
bodies and other respective agencies.
2.1.3 Demolition of the existing structure with proper safety measurements confirming
to the applicable rules.
2.1.4 Obtain all necessary approvals from respective departments before
commencement of construction work.
2.1.5 Construction of the business hotel along with the facilities as mentioned in
Clause 1.1.6.
2.1.6 Operation and maintenance of constructed business hotel as per hotel bye-laws
for a period as mentioned in Clause 1.1.7.
2.1.7 Pay in advance the Annual Concession Fee as described in Clause 1.1.10.
2.2 Eligible Bidders

2.2.1 For determining the eligibility of Bidders for their pre-qualification hereunder, the
following shall apply:
a. The Bidder may be a single entity or a group of entities (the "JV"), joining together
to implement the Project. However, no Bidder applying individually or as a
member of a JV, as the case may be, can be member of another Bidder. The term
Bidder used herein would apply to both a single entity and a JV.
b. A Bidder may be a natural person, private entity or any combination of them with a
formal intent to enter into an agreement or under an existing agreement to form a
JV. A JV shall be eligible for consideration subject to the conditions set out in
Clause 2.2.2 below.
2.2.2 Where the Bidder is a single entity or a JV, it shall be required to form an
appropriate Special Purpose Vehicle, incorporated under the Indian Companies
Act 2013 (the “SPV”), to execute the Concession Agreement and implement the
Project. In case the Bidder is a JV, it shall, in addition to forming an SPV, comply
with the following additional requirements:
a. Number of members in a JV shall not exceed 3 (three);

b. Qualification could be met individually or collectively by members of JV;
Page 22 of 156
c. Subject to the provisions of clause (a) above, the Proposal should contain the
information required for each member of the JV;
d. Members of the JV shall nominate one member as the lead member (the "Lead
Member"), shall have at least 51% (fifty-one per cent) shareholding till a period of
5 (five) years from the Project Construction Completion Date and 26% (twenty-six
percent) during the remaining Concession Period. The nomination(s) shall be
supported by a Power of Attorney, as per the format at Appendix V, signed by all
the other members of the JV;
e. All other members of the JV shall legally and beneficially hold not less than 26%
(twenty-six percent) shareholding in the JV till a period of 5 (five) years from the
Project Construction Completion Date.
f. The Proposal should include a brief description of the roles and responsibilities of
individual members, particularly with reference to financial, technical and O&M
obligations;
g. An individual Bidder cannot at the same time be member of a JV applying for
qualification. Further, a member of a particular Bidder JV cannot be member of
any other Bidder JV applying for qualification;
h. The members of a JV shall form an appropriate SPV to execute the Project, if
awarded to the JV;
i. Members of the JV shall enter into a binding Joint Bidding Agreement,
substantially in the form specified at Appendix VII (the "Jt. Bidding Agreement"),
for the purpose of submitting a Proposal. The Jt. Bidding Agreement, to be
submitted along with the Proposal, shall, inter alia:
i. Convey the intent to form an SPV with shareholding/ ownership equity
commitment(s) in accordance with this RFP, which would enter into the
Concession Agreement and subsequently perform all the obligations of the
Concessionaire in terms of the Concession Agreement, in case the
concession to undertake the Project is awarded to the JV;
ii. Clearly outline the proposed roles and responsibilities, if any, of each member;
iii. Commit the minimum equity stake to be held by each member;
iv. Commit that each of the members, whose experience will be evaluated for the
purposes of this RFP, shall subscribe for 26% (twenty-six per cent) or more of
the paid up and subscribed equity of the SPV and shall further commit that
each such member shall, for a period of 5 (five) years from the Project
Construction Completion Date, hold equity share capital not less than 26%
(twenty-six percent) of the subscribed and paid up equity share capital of the
SPV;
v. Members of the JV undertake that they shall collectively hold at least 100%
(hundred per cent) of the subscribed and paid up equity of the SPV at all times
until the fifth anniversary of the Project Construction Completion Date; and
vi. Include a statement to the effect that all members of the JV shall be liable
jointly and severally for all obligations of the Concessionaire in relation to the
Project until the Financial Close of the Project is achieved in accordance with
the Concession Agreement.
j. Except as provided under this RFP and the Bidding Documents, there shall not be
any amendment to the Jt. Bidding Agreement without the prior written consent of
the Authority.
Page 23 of 156
2.2.3 Technical Qualification:
To be eligible for pre-qualification and short-listing, the Bidders shall have to satisfy
the following conditions of eligibility:
a. Technical Capacity: For demonstrating technical capacity and experience (the

"Technical Capacity"), the bidder shall fulfil eligibility as mentioned in Clause
1.2.5 (a)
2.2.4 Financial Capacity: The Bidder shall have a minimum Net Worth (the
“Financial Capacity”) as mentioned in Clause 1.2.5 (b).
2.2.5 In case of a JV, the combined technical capability of those Members, who have
and shall continue to have an equity share of at least 26% (twenty-Six per cent)
each in the SPV, should satisfy the above conditions of eligibility; provided that
each such Member shall, for a period of 5 (five) years from the Project
Construction Completion Date, hold equity share capital not less than 26%
(twenty-six per cent) of the subscribed and paid up equity of the SPV.
2.2.6 The Bidders shall enclose with its letter comprising the Proposal, to be submitted
as per the format at Appendix I, complete with its Annexes, the following:
i. Certificate(s) from its statutory auditors or the concerned client(s) stating the project
cost (excluding the cost of land) in projects commissioned during the past 7 (seven)
years in respect of the projects specified in paragraph 2.2.3 (a) above. In case a
particular job/ contract has been jointly executed by the Bidder (as part of a JV), it
should further support its claim for the share in work done for that particular job/
contract by producing a certificate from its statutory auditor or the client; and
ii. certificate(s) from its statutory auditors specifying the net worth of the Bidder (for
relevant financial year), specifying that the methodology adopted for calculating such
net worth conforms to the provisions of this RFP.
2.3 General Terms of Bidding

2.3.1 A Bidder is eligible to submit only one proposal for the Project. A Bidder bidding
individually or as a member of a JV shall not be entitled to submit another
proposal either individually or as a member of any JV, as the case may be.
2.3.2 Notwithstanding anything to the contrary contained in the RFP, the detailed
terms specified in the draft Concession Agreement shall have overriding effect;
provided, however, that any conditions or obligations imposed on the Bidder
hereunder shall continue to have effect in addition to its obligations under the
Concession Agreement.
2.3.3 The Financial Proposal should be furnished in the format on e-tender website
only.
2.3.4 The Financial Proposal shall be highest percentage (%) of revenue share to be
quoted by the Bidder. Revenue share shall be payable by the Concessionaire to
the Authority, as the case may be, as per the provisions of the Concession
Agreement.
2.3.5 The Bidder shall deposit a Proposal Security / EMD equivalent to amount as
mentioned in Proposal Data Sheet in accordance with the provisions of this RFP.
2.3.6 The Proposal shall be summarily rejected if it is not accompanied by the
Proposal Security. The Proposal Security shall be refundable not later than 60
days from the Proposal Due Date or from the Date of signing of agreement with
Page 24 of 156
the Successful Bidder, whichever is later, except in the case of the highest
Bidder.
2.3.7 The Bidder should submit a Power of Attorney as per the format at Appendix IV,
authorising the signatory of the proposal to commit the Bidder.
2.3.8 In case the Bidder is a JV, the Members thereof should furnish a Power of
Attorney in favour of the Lead Member in the format at Appendix V.
2.3.9 Any condition or qualification or any other stipulation contained in the proposal
shall render the proposal liable to rejection as a non-responsive proposal.
2.3.10 The Proposal and all communications in relation to or concerning the Bidding
Documents and the proposal shall be in English.
2.3.11 The Bidding Documents including the RFP and all attached documents are and
shall remain the property of the UTDB and are transmitted to the Bidders solely
for the purpose of preparation and the submission of a proposal in accordance
herewith. Bidders are to treat all information as strictly confidential and shall not
use it for any purpose other than for preparation and submission of their
proposal. UTDB will not return any proposal or any information provided along
therewith.
2.3.12 A Bidder shall not have a conflict of interest (the "Conflict of Interest") that
affects the Bidding Process. Any Bidder found to have a Conflict of Interest shall
be disqualified. In the event of disqualification, the Authority shall forfeit and
appropriate the Proposal Security or Performance Security, as the case may be,
as mutually agreed genuine pre-estimated compensation and damages payable
to the Authority for, inter alia, the time, cost and effort of the Authority, including
consideration of such Bidder's proposal, without prejudice to any other right or
remedy that may be available to the Authority hereunder or otherwise. Without
limiting the generality of the above, a Bidder shall be considered to have a
Conflict of Interest that affects the Bidding Process, if:
i. the Bidder, its Member or Associate (or any constituent thereof) and any other
Bidder, its Member or any Associate thereof (or any constituent thereof) have
common controlling shareholders or other ownership interest; provided that this
disqualification shall not apply in cases where the direct or indirect shareholding of
a Bidder, its Member or an Associate thereof (or any shareholder thereof having a
shareholding of more than 5% (five per cent) of the paid up and subscribed share
capital of such Bidder, Member or Associate, as the case may be) in the other
Bidder, its Member or Associate is less than 5% (five per cent) of the subscribed
and paid up equity share capital thereof; provided further that this disqualification
shall not apply to any ownership by a bank, insurance company, pension fund or a
public financial institution referred to in section 2(72) of the Companies Act 2013.
For the purposes of this Clause 2.3.12 (i), indirect shareholding held through one
or more intermediate persons shall be computed as follows:
a. where any intermediary is controlled by a person through management control
or otherwise, the entire shareholding held by such controlled intermediary in
any other person (the “Subject Person”) shall be taken into account for
computing the shareholding of such controlling person in the Subject Person;
and
b. subject always to sub-clause (a) above, where a person does not exercise
control over an intermediary, which has shareholding in the Subject Person,
Page 25 of 156
the computation of indirect shareholding of such person in the Subject Person

shall be undertaken on a proportionate basis; provided, however, that no such
shareholding shall be reckoned under this sub-clause (b) if the shareholding of
such person in the intermediary is less than 26% of the subscribed and paid
up equity shareholding of such intermediary; or
ii. a constituent of such Bidder is also a constituent of another Bidder; or
iii. such Bidder, or any Associate thereof receives or has received any direct or
indirect subsidy, grant, concessional loan or subordinated debt from any other
Bidder, or any Associate thereof or has provided any such subsidy, grant,
concessional loan or subordinated debt to any other Bidder, its Member or any
Associate thereof; or
iv. such Bidder has the same legal representative for purposes of this proposal as
any other Bidder; or
v. such Bidder, or any Associate thereof has a relationship with another Bidder, or
any Associate thereof, directly or through common third party/ parties, that puts
either or both of them in a position to have access to each other’s information
about, or to influence the Application of either or each other; or
vi. such Bidder has participated as a consultant to the Authority in the preparation of
any documents, design or technical specifications of the Project.
2.3.13 A Bidder shall be liable for disqualification and forfeiture of Proposal Security if
any legal, financial or technical adviser of the Authority in relation to the Project is
engaged by the Bidder in any manner for matters related to or incidental to such
Project during the Bidding Process or subsequent to the (i) issue of the LOA or
(ii) execution of the Concession Agreement. In the event any such adviser is
engaged by the Successful Bidder or Concessionaire, as the case may be, after
issue of the LOA or execution of the Concession Agreement, then
notwithstanding anything to the contrary contained herein or in the LOA or the
Concession Agreement and without prejudice to any other right or remedy of the
Authority, including the forfeiture and appropriation of the Proposal Security or
Performance Security, as the case may be, which the Authority may have
thereunder or otherwise, the LOA or the Concession Agreement, as the case
may be, shall be liable to be terminated without the Authority being liable in any
manner whatsoever to the Successful Bidder or Concessionaire for the same.
2.3.14 The RFP is not transferable.
2.3.15 Any award of Concession pursuant to the RFP shall be subject to the terms of
Bidding Documents.
2.3.16 A bidder shall not be eligible for bidding hereunder if the Bidder, its Member or
Associate was, during a period of 2 (two) months preceding the Proposal Due
Date, either by itself or as member of a JV:
i. unable to achieve financial close, for 2 (two) or more projects of the Authority,
within the period specified in the respective concession agreements entered into
with the Authority;
ii. under a declaration of ineligibility for corrupt or fraudulent practice or debarred or
blacklisted with any of the Government (Central or State), Semi-Govt. & PSU in
India.
2.3.17 Any entity, or any entity controlled by it, which has been barred by the Central/
State Government from participating in any project would not be eligible to
Page 26 of 156
submit a Proposal, either individually or as member of a JV if the bar subsists as

on the date of Proposal.
2.3.18 A Bidder including any JV Member or Associate should, in the last 3 (three)
years, have neither failed to perform on any contract, as evidenced by imposition
of a penalty by an arbitral or judicial authority, as the case may be, nor has been
expelled from any project or contract by any public entity nor have had any
contract terminated any public entity for breach by such Bidder, JV Member or
Associate.
2.3.19 In computing the Technical Capacity and Net Worth of the Bidder/ JV Members
under Clauses 2.2.3, 2.2.4 and 3.3, the Technical Capacity and Net Worth of
their respective Associates would also be eligible hereunder.
2.3.20 For purposes of this RFP, Associate means, in relation to the Bidder/ JV
Member, a person who controls, is controlled by, or is under the common control
with such Bidder/ JV Member (the "Associate"). As used in this definition, the
expression "control" means, with respect to a person which is a company or
corporation, the ownership, directly or indirectly, of more than 50% (fifty per cent)
of the voting shares of such person, and with respect to a person which is not a
company or corporation, the power to direct the management and policies of
such person by operation of law.
2.3.21 While Qualification is open to persons from any country, the following provisions
shall apply:
i. Where, on the date of the proposal, not less than 15% (fifteen percent) of the
aggregate issued, subscribed and paid up equity share capital in a Bidder or its
Member is held by persons resident outside India or where a Bidder or its Member
is controlled by persons resident outside India; or
ii. if at any subsequent stage after the date of the proposal, there is an acquisition of
not less than 15% (fifteen percent) of the aggregate issued, subscribed and paid
up equity share capital or control, by persons resident outside India, in or of the
Bidder or its Member;
Then the Qualification of such Bidder or in the event described in sub clause (ii)
above, the continued Qualification of the Bidder shall be subject to approval of the
Authority from national security and public interest perspective. The decision of the
Authority in this behalf shall be final and conclusive and binding on the Bidder.
The holding or acquisition of equity or control, as above, shall include direct or indirect
holding/ acquisition, including by transfer, of the direct or indirect legal or beneficial
ownership or control, by persons acting for themselves or in concert and in
determining such holding or acquisition, the Authority shall be guided by the principles,
precedents and definitions contained in the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997, or any
substitute thereof, as in force on the date of such acquisition.
The Bidder shall promptly inform the Authority of any change in the shareholding, as
above, and failure to do so shall render the Bidder liable for disqualification from the
Bidding Process.
2.4 Change in Composition of the JV

2.4.1 Change in the composition of a JV will not be permitted by the Authority during
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the Bidding process.
2.5 Change in Ownership

2.5.1 By submitting the Proposal, the Bidder acknowledges and undertakes that the
Lead Member shall continue to hold minimum 51% of the equity and each of the
other JV Members shall continue to hold at least 26% of the equity of the
Concessionaire until the fifth anniversary of the Project Construction Completion
Date is achieved under and in accordance with the provisions of the Concession
Agreement. The Bidder further acknowledges and agrees that the aforesaid
obligation shall be the minimum, and shall be in addition to such other
obligations as may be contained in the Concession Agreement, and a breach
hereof shall, notwithstanding anything to the contrary contained in the
Concession Agreement, be deemed to be a breach of the Concession
Agreement and dealt with as such thereunder. For the avoidance of doubt, the
provisions of this Clause 2.5.1 shall apply only when the Bidder is a JV.
2.5.2 By submitting the Proposal, the Bidder shall also be deemed to have
acknowledged and agreed that in the event of a change in control of a JV
Member or an Associate whose Technical Capacity and/ or Financial Capacity is
being taken into consideration for the purposes of evaluation of eligibility
conditions under and in accordance with the RFP, the Bidder shall inform the
Authority forthwith along with all relevant particulars about the same and the
Authority may, in its sole discretion, disqualify the Bidder or withdraw the LOA
from the Successful Bidder, as the case may be. In the event such change in
control occurs after signing of the Concession Agreement but prior to Financial
Close of the Project, it would, notwithstanding anything to the contrary contained
in the Concession Agreement, be deemed to be a breach thereof, and the
Concession Agreement shall be liable to be terminated without the Authority
being liable in any manner whatsoever to the Concessionaire. In such an event,
notwithstanding anything to the contrary contained in the Concession
Agreement, the Authority shall forfeit and appropriate the Proposal Security or
Performance Security, as the case may be, as mutually agreed genuine pre-
estimated compensation and damages payable to the Authority for, inter alia,
time, cost and effort of the Authority, without prejudice to any other right or
remedy that may be available to the Authority hereunder or otherwise.
2.6 Cost of Bidding

2.6.1 The Bidders shall be responsible for all of the costs associated with the
preparation of their Proposals and their participation in the Bidding Process. The
Authority will not be responsible or in any way liable for such costs, regardless of
the conduct or outcome of the Bidding Process.
2.7 Site Visit and Verification of Information

2.7.1 Bidders are encouraged to submit their respective Proposals after visiting the
Project site and ascertaining for themselves the site conditions, location,
surroundings, climate, availability of power, water and other utilities for
construction, access to site, handling and storage of materials, weather data,
applicable laws and regulations, and any other matter considered relevant by
them.
2.7.2 It shall be deemed that by submitting a Proposal, the Bidder has:
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a. made a complete and careful examination of the Bidding Documents;

b. received all relevant information requested from the Authority;
c. acknowledged and accepted the risk of inadequacy, error or mistake in the
information provided in the Bidding Documents or furnished by or on behalf of the
Authority relating to any of the matters referred to in Clause 2.7.1 above;
d. satisfied itself about all matters, things and information including matters referred
to in Clause 2.7.1 hereinabove necessary and required for submitting an informed
Proposal, execution of the Project in accordance with the Bidding Documents and
performance of all of its obligations thereunder;
e. acknowledged and agreed that inadequacy, lack of completeness or incorrectness
of information provided in the Bidding Documents or ignorance of any of the
matters referred to in Clause 2.7.1 hereinabove shall not be a basis for any claim
for compensation, damages, extension of time for performance of its obligations,
loss of profits etc. from the Authority, or a ground for termination of the
Concession Agreement; and
f. agreed to be bound by the undertakings provided by it under and in terms hereof.
2.7.3 The Authority shall not be liable for any omission, mistake or error on the part of
the Bidder in respect of any of the above or on account of any matter or thing
arising out of or concerning or relating to RFP, the Bidding Documents or the
Bidding Process, including any error or mistake therein or in any information or
data given by the Authority.
2.8 Right to Accept and to Reject Any or All Proposals

2.8.1 Notwithstanding anything contained in the RFP, the Authority reserves the right
to reject any or all the proposals and to annul the Bidding Process any time with
or without assigning any reasons without any liability or any obligation for such
rejection or annulment.
2.8.2 The Authority reserves the right to reject any proposal and appropriate the
Proposal Security if:
a. at any time, a material misrepresentation is made or uncovered, or bidder is found

to be involved in fraud and corrupt practices as per Clause 4.
2.8.3 Any misrepresentation/ improper response shall lead to the disqualification of the
Bidder. If the Bidder is a JV, then the entire JV shall be disqualified / rejected. If
such disqualification / rejection occurs after the Financial proposals have been
opened and the highest Bidder gets disqualified / rejected, then the Authority
reserves the right to:
i. invite the remaining bidders to submit proposals in accordance with Clause 3.8.3
and 3.8.4; or
ii. take any such measure as may be deemed fit in the sole discretion of the
Authority, including annulment of the Bidding Process.
2.8.4 In case it is found during the evaluation or at any time before signing of the
Concession Agreement or after its execution and during the period of
subsistence thereof, including the Concession thereby granted by the Authority,
that one or more of the pre-qualification conditions have not been met by the
Bidder or the Bidder has made material misrepresentation or has given any
materially incorrect or false information, the Bidder shall be disqualified forthwith
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if not yet appointed as the Concessionaire either by issue of the LOA or entering
into of the Concession Agreement, and if the Bidder has already been issued the
LOA or has entered into the Concession Agreement, as the case may be, the
same shall, notwithstanding anything to the contrary contained therein or in this
RFP, be liable to be terminated, by a communication in writing by the Authority to
the Bidder, without the Authority being liable in any manner whatsoever to the
Bidder or Concessionaire, as the case may be. In such an event, the Authority
shall forfeit and appropriate the Proposal Security or Performance Security, as
the case may be, as mutually agreed genuine pre-estimated compensation and
damages payable to the Authority for, inter alia, time, cost and effort of the
Authority, without prejudice to any other right or remedy that may be available to
the Authority.
2.8.5 The Authority reserves the right to verify all statements, information and
documents submitted by the Bidder in response to the RFP or the Bidding
Documents. Failure of the Authority to undertake such verification shall not
relieve the Bidder of its obligations or liabilities hereunder nor will it affect any
rights of the Authority thereunder.
B. Documents
2.9 Contents of the RFP
2.9.1 This RFP comprises the Disclaimer set forth hereinabove, the contents as listed
below, and will additionally include any Addenda issued in accordance with
Clause 2.10.
Invitation for Proposals
Section 1 Proposal Data Sheet
Section 2 Instructions to Bidders
Section 3 Evaluation of Proposals
Section 4 Fraud and Corrupt Practices
Section 5 Pre-Proposal Conference
Section 6 Miscellaneous
Appendices
I. Letter Comprising the Proposal

II. Financial Proposal
III. Format of Bank Guarantee for Proposal Security
IV. Power of Attorney for signing of Proposal
V. Power of Attorney for Lead Member of JV
VI. Format for Anti Collusion Certificate
VII. Joint Bidding Agreement
VIII. Format for previous 5-year litigation certificate
IX. Format for Affidavit
X. Bid Security Declaration
2.9.2 The draft Concession Agreement to be provided by the Authority as part of the
Proposal Documents shall be deemed to be part of this RFP.
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2.10 Clarifications
2.10.1 Bidders requiring any clarification on the RFP may notify the Authority in writing
by e-mail in accordance with Clause 1.2.10. They should send in their queries
before the date mentioned in the Schedule of Bidding Process specified in
Clause 1.2.11. The Authority shall endeavour to respond to the queries within the
period specified therein, but no later than 15 (fifteen) days prior to the Proposal
Due Date. The responses will be uploaded in the e-tender website.
2.10.2 The Authority shall endeavour to respond to the questions raised or clarifications
sought by the Bidders. However, the Authority reserves the right not to respond
to any question or provide any clarification, in its sole discretion, and nothing in
this Clause shall be taken or read as compelling or requiring the Authority to
respond to any question or to provide any clarification.
2.10.3 The Authority may also on its own motion, if deemed necessary, issue
interpretations and clarifications to all Bidders. All clarifications and
interpretations issued by the Authority shall be deemed to be part of the Bidding
Documents. Verbal clarifications and information given by Authority or its
employees or representatives shall not in any way or manner be binding on the
Authority.
2.11 Amendment Modification of RFP

2.11.1 At any time prior to the deadline for submission of Proposals, the Authority may,
for any reason, whether at its own initiative or in response to clarifications
requested by a Bidder, modify the RFP by the issuance of Addenda.
2.11.2 Any Addendum/Modification thus issued will be uploaded in the e-Tender
website.
2.11.3 In order to afford the Bidders a reasonable time for taking an Addendum into
account, or for any other reason, the Authority may, at its own discretion, extend
the Proposal Due Date.
C. Preparation and Submission of Proposals

2.12 Language
2.12.1 The Proposal and all related correspondence and documents in relation to the
Bidding Process shall be in English language. Supporting documents and printed
literature furnished by the Bidder with the Proposal may be in any other language
provided that they are accompanied by translations of all the pertinent passages
in the English language, duly authenticated and certified by the Bidder.
Supporting materials, which are not translated into English, may not be
considered. For the purpose of interpretation and evaluation of the Proposal, the
English language translation shall prevail.
2.13 Format and Signing of Proposal

2.13.1 The Bidder shall provide all the information sought under this RFP. The Authority
will evaluate only those Proposals that are received in the required formats and
complete in all respects.
2.13.2 The Bidder shall submit its Proposal online in two folders separately i.e.,
“Technical Proposal (Folder -I)” and “Financial Proposal (Folder-II)”. The
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contents of Technical and Financial Proposals will be as specified in this RFP. All
documents are to be signed by the authorized representative of the Bidders.
2.13.3 The Proposal shall contain page numbers.
2.14 Submission of Proposals

2.14.1 The Proposals should be submitted in two folders as provided in the e-portal –
Technical and Financial proposals:
Folder 1: Technical Proposal
a. Proof of submission of Document fee / Proposal Security of requisite amount as

specified in Proposal Data Sheet;
b. Power of Attorney for signing of proposal in the prescribed format (Appendix IV);
c. In case of JV Power of Attorney for Lead Member of JV in the prescribed format
(Appendix V) along with Power of Attorney of all the JV members firms;
d. JV Agreement in case of a JV, in the format at Appendix VII;
e. Copy of Memorandum and Articles of Association, if the Bidder is a body
corporate, and if a partnership then a copy of its partnership deed;
f. Certificate of incorporation;
g. GST registration certificate;
h. Copies of audited balance sheet and profit and loss account statements for the
preceding five years; and
i. Bidder is required to review the draft Concession Agreement given in the RFP and
enclose in their proposal a copy duly initialled by the bidder.
j. Letter comprising the proposal in the prescribed format (Appendix-I) along with
Annexes and supporting documents
k. Anti-Collusion Certificate in the format at Appendix VI
l. Previous five years litigation history certificate in the format at Appendix VIII
m. Affidavit in format at Appendix IX
n. Bid Security Declaration at Appendix X
o. All other documents required as per the RFP.
Proposal should contain information and details about each Member of the JV,
wherever required as per the RFP.
2.14.2 All the documents specified in Clauses 2.14.1, and 2.14.2 shall be uploaded on
e-tender website.
2.14.3 All communication shall be addressed to contact details provided in Proposal
Data Sheet.
2.14.4 Proposals submitted in any other mode shall not be accepted.
2.14.5 Original documents specified in Clause 1.2.12 shall be deposited in original
before last date time of proposal submission failing which the proposal shall not
be entertained and shall be rejected.
2.15 Proposal Due Date

2.15.1 Proposals should be submitted as per schedule mentioned in Clause 1.2.11 in
the manner and form as detailed in this RFP.
2.15.2 The Authority may, in its sole discretion, extend the Proposal Due Date by
issuing an Addendum in accordance with Clause 2.11 uniformly for all Bidders.
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2.16 Late Proposals

2.16.1 Proposals received by the Authority after the specified time on the Proposal Due
Date shall not be eligible for consideration and shall be summarily rejected.
2.17 Contents of the Proposal

2.17.1 The Proposal shall be furnished in the form of - Technical Proposal and Financial
Proposal. The contents of Technical Proposal shall be as mentioned in Clause
2.14.2 Financial Proposal shall be as per the e-Bid format available on E-
tendering website and shall consist of Annual Concession Fee to be quoted by
the Bidder. The Bidder shall specify (in Indian Rupees) the Annual Concession
Fee offered by him, to undertake the Project in accordance with the RFP and the
provisions of the Concession Agreement.
2.17.2 The Project will be awarded to the Bidder quoting the highest Annual Concession
Fee.
2.17.3 The opening of Proposals and acceptance thereof shall be substantially in
accordance with this RFP.
2.17.4 The proposed Concession Agreement shall be deemed to be part of the
Proposal.
2.18 Modifications/ Substitution/ Withdrawal of Proposals

2.18.1 The Bidder may modify, substitute or withdraw its Proposal after submission prior
to Proposal Due Date. No Proposal shall be modified, substituted or withdrawn
by the Bidder on or after the Proposal Due Date.
2.18.2 Any alteration/ modification in the Proposal or additional information supplied
subsequent to the Proposal Due Date, unless the same has been expressly
sought for by the Authority, shall be disregarded.
2.19 Rejection of Proposals

2.19.1 The Authority reserves the right to accept or reject all or any of the Proposals
without assigning any reason whatsoever. It is not obligatory for the Authority to
accept any Proposal or to give any reasons for their decision.
2.19.2 The Authority reserves the right not to proceed with the Bidding Process at any
time, without notice or liability, and to reject any Proposal without assigning any
reasons.
2.20 Validity of Proposals

2.20.1 The Proposals shall be valid for a period of not less than period specified in
Proposal Data Sheet from the Proposal Due Date. The validity of Proposals may
be extended by mutual consent of the respective Bidders and the Authority.
2.21 Confidentiality
2.21.1 Information relating to the examination, clarification, evaluation and
recommendation for the Bidders shall not be disclosed to any person who is not
officially concerned with the process or is not a retained professional advisor
advising the Authority in relation to or matters arising out of, or concerning the
Bidding Process. The Authority will treat all information, submitted as part of the
Proposal, in confidence and will require all those who have access to such
material to treat the same in confidence. The Authority may not divulge any such
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information unless it is directed to do so by any statutory entity that has the

power under law to require its disclosure or is to enforce or assert any right or
privilege of the statutory entity and/ or the Authority.
2.22 Correspondence with the Bidder

2.22.1 The Authority shall not entertain any correspondence with from any Bidder in
relation to acceptance or rejection of any Proposal.
D. Proposal Security
2.23 Proposal Security
2.23.1 The Bidder shall furnish as part of its Proposal, a Proposal Security as set forth
in Clause 1.2.4 of this RFP document. The Authority shall not be liable to pay
any interest on the Proposal Security deposit so made and the same shall be
interest free.
2.23.2 Any Proposal not accompanied by the Proposal Security shall be rejected by the
Authority as non- responsive.
2.23.3 Save as provided in Clauses 1.2.4 and 1.2.5 above, the Proposal Security of
unsuccessful Bidders will be returned by the Authority, without any interest, as
promptly as possible on acceptance of the Proposal of the Successful Bidder or
when the Bidding process is cancelled by the Authority.
2.23.4 The Successful Bidder's Proposal Security will be returned, without any interest,
upon the Bidder signing the Concession Agreement and furnishing the
Performance Security in accordance with the provisions thereof. The Authority
may, at the Successful Bidder's option, adjust the amount of Proposal Security in
the amount of Performance Security to be provided by him in accordance with
the provisions of the Concession Agreement.
2.23.5 The Authority shall be entitled to forfeit and appropriate the Proposal Security as
mutually agreed genuine pre-estimated compensation / damages to the Authority
in any of the events specified in Clause 2.23.6 herein below. The Bidder, by
submitting its Proposal pursuant to this RFP, shall be deemed to have
acknowledged and confirmed that the Authority will suffer loss and damage on
account of withdrawal of its Proposal or for any other default by the Bidder during
the Proposal validity period. No relaxation of any kind on Proposal Security shall
be given to any Bidder.
2.23.6 The Proposal Security shall be forfeited and appropriated by the Authority under
the following conditions:
I. If a Bidder engages in a corrupt practice, fraudulent practice, coercive practice,

undesirable practice or restrictive practice as specified in Clause 4 of this RFP;
II. If a Bidder withdraws its proposal during the period of proposal validity as
specified in this RFP and as extended by the Bidder from time to time;
III. In the case of Successful Bidder, if it fails within the specified time limit -
(a) to sign the Concession Agreement and/or
(b) to furnish the Performance Security within the period prescribed therefore in
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3 Evaluation of Proposals
3.1 Opening and Evaluation of Proposals
3.1.1 To assist in the examination, evaluation, and comparison of proposals, UTDB
may utilise the services of consultant/s or advisor/s.
3.1.2 For evaluation of proposals, the Authority may, at its sole discretion, seek
clarifications in writing from any Bidder.
3.1.3 The Authority will subsequently examine and evaluate the proposals in
accordance with the provisions set out in this Section 3.
3.1.4 The Authority shall open the Technical Proposals on the Proposal Due Date, at
the place specified in Proposal Data Sheet and in the presence of the Bidders
who choose to attend.
3.1.5 The Authority shall open Financial Proposals of only those Bidders who meet the
eligibility criteria specified in Clause 2.2.3 and 2.2.4 at such date and time as
intimated by the Authority.
3.1.6 Proposals shall be deemed to be under consideration immediately after they are
opened and until such time the Authority makes official intimation of award/
rejection to the Bidders. While the proposals are under consideration, Bidders
and/ or their representatives or other interested parties are advised to refrain
from contacting by any means, the Authority and/ or their employees/
representatives on matters related to the proposals under consideration
3.2 Evaluation of Technical Proposal

3.2.1 The Bidder’s competence and capability shall be evaluated on the basis of by the
following parameters:
a. Technical Capacity; and

b. Financial Capacity
3.3 Tests of Responsiveness

3.3.1 Prior to evaluation of proposals, the Authority shall determine whether each
proposal is responsive to the requirements of the RFP. A proposal shall be
considered responsive only if:
a. Technical Proposal is received as specified in Clause 2.14.2;

b. Financial Proposal is received as per the format at Appendix II;
c. it is received by the Proposal Due Date including any extension thereof pursuant
to Clause 2.14.2;
d. it is signed and marked as stipulated in Clauses 2.13 and 2.14;
e. it is accompanied by all the Proposal Security as specified in Clause 2.3.5;
f. It is accompanied by all the original documents as mentioned in Clause 1.2.12.
g. it is accompanied by the Power(s) of Attorney as specified in Clauses 2.3.7 and
2.3.8, as the case may be;
h. it contains all the information (complete in all respects) as requested in this RFP
and/or Bidding Documents (in formats same as those specified);
i. it does not contain any condition.
3.4 Details of Experience

3.4.1 The Bidder should furnish the details of Eligible Experience in accordance to
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clause 2.2.3 (a).

3.4.2 The Bidders must provide the necessary information relating to Technical
Capacity as per formats at Appendix I.
3.4.3 The Bidder should furnish the required Project-specific information and evidence
in support of its claim of Technical Capacity, as per format at Annex ii of
Appendix I.
3.5 Financial Information for Purposes of Evaluation

3.5.1 The Proposal must be accompanied by the Audited Annual Reports of the Bidder
(of each Member in case of a JV) for the last 3 (three) financial years, preceding
the year in which the Proposal is made.
3.5.2 The Proposal must be accompanied by the Audited Annual Financial
Statements along with ITR and 26 AS of the bidder (of each member in case of
a JV) for last 3 (three) financial years, preceding the year in which the Proposal
is made.
3.5.3 In case the annual accounts for the latest financial year are not audited and
therefore the Bidder cannot make it available, the Bidder shall give an
undertaking to this effect and the statutory auditor shall certify the same. In such
a case, the Bidder shall provide the Audited Annual Reports for 3 (three) years
preceding the year for which the Audited Annual Report is not being provided.
3.5.4 The Bidder must establish the minimum Net Worth specified in Clause 2.2.3 (b),
and provide details as per format at Annex iii of Appendix I.
3.5.4.1 The bidder shall quote a maximum revenue share in percentage (%), to be
paid to the Authority per financial year after moratorium period as mentioned in
Clause 1.1.11 during the concession period.
3.6 Technical Capacity for Purposes of Evaluation

3.6.1 No request for alteration, modification, substitution or withdrawal shall be
entertained by the Authority in respect of non-responsive proposals.
3.6.2 The Bidder shall demonstrate experience in respect of any one category only
mentioned in Clause 1.2.5 of ITB.
3.6.3 Experience for any activity relating to an Eligible Project shall not be claimed by
two or more Members of the JV. In other words, no double counting by a JV in
respect of the same experience shall be permitted in any manner whatsoever
3.7 Shortlisting of Bidders

3.7.1 In the first step of evaluation, Technical Proposals of the Bidders shall be
evaluated as per the qualification criteria mentioned in the RFP and the bidders
qualifying in these criteria and whose proposals are found to be responsive shall
be considered for opening of their Financial proposal.
3.7.2 Financial Proposals of the shortlisted bidders will be opened online in presence
of the nominees of the Bidders, who choose to attend the same.
3.8 Selection of Bidder

3.8.1 The Bidder quoting the maximum revenue share in percentage (%) offered to the
Authority shall be declared as the Successful Bidder (the “Successful Bidder”).
3.5.3.1.
3.8.2 In the event that two or more Bidders quote / offer the same percentage (%) of
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revenue share (the "Tie Bidders"), the Authority shall declare the bidder who
has higher Average Annual Turnover in last 3 (three) years (i.e. 2019-20, 2020-
21 & 2021-22) as Successful Bidder.
3.8.3 In the event that the highest Bidder withdraws or is not selected for any reason
the Authority may invite the H2 Bidder (bidder offering the second best offer) to
match the offer of H1. In the event that H2 bidder refuse to match the offer of
highest Bidder, the Authority may, in its discretion, invite fresh proposals.
3.8.4 Authority will issue Letter of Acceptance (the “LOA”) to the Successful Bidder.
The Successful Bidder shall, within 7 (seven) days of the receipt of LOA, confirm
their acceptance.
3.8.5 The Successful Bidder shall submit the required Performance Security and sign
the concession Agreement within 30 (thirty) days from the date of issue of LOA.
If the Successful Bidder fails to submit the required Performance Security and
sign the Concession Agreement within stipulated time than the Authority may
take necessary action as per Clause 2.23.6 and at its discretion may invite the
remaining bidders to match the Successful quote or invite fresh proposals.
3.9 Contacts During Proposal Evaluation

3.9.1 Proposals shall be deemed to be under consideration immediately after they are
opened and until such time the Authority makes official intimation of award/
rejection to the Bidders. While the Proposals are under consideration, Bidders
and/ or their representatives or other interested parties are advised to refrain
from contacting by any means, the Authority and/ or their employees/
representatives on matters related to the Proposals under consideration.
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4 Fraud and Corrupt Practices

4.1 The Bidders and their respective officers, employees, agents and advisers shall observe
the highest standard of ethics during the Bidding Process and subsequent to the issue of
the LOA and during the subsistence of the Concession Agreement. Notwithstanding
anything to the contrary contained herein, or in the LOA or the Concession Agreement, the
Authority shall reject a Proposal, withdraw the LOA, or terminate the Concession
Agreement, as the case may be, without being liable in any manner whatsoever to the
Bidder or Concessionaire, as the case may be, if it determines that the Bidder or
Concessionaire, as the case may be, has, directly or indirectly or through an agent,
engaged in corrupt practice, fraudulent practice, coercive practice, undesirable practice or
restrictive practice in the Bidding Process. In such an event, the Authority shall forfeit and
appropriate the Proposal Security or Performance Security, as the case may be, as
mutually agreed genuine pre-estimated compensation and damages payable to the
Authority towards, inter alia, time, cost and effort of the Authority, without prejudice to any
other right or remedy that may be available to the Authority hereunder or otherwise.
4.2 Without prejudice to the rights of the Authority under Clause 4.1 hereinabove and the rights
and remedies which the Authority may have under the LOA or the Concession Agreement,
if a Bidder or Concessionaire, as the case may be, is found by the Authority to have
directly or indirectly or through an agent, engaged or indulged in any corrupt practice,
fraudulent practice, coercive practice, undesirable practice or restrictive practice during the
Bidding Process, or after the issue of the LOA or the execution of the Concession
Agreement, such Bidder or Concessionaire shall not be eligible to participate in any tender
or RFP issued by the Authority during a period of 2 (two) years from the date such Bidder
or Concessionaire, as the case may be, is found by the Authority to have directly or
indirectly or through an agent, engaged or indulged in any corrupt practice, fraudulent
practice, coercive practice, undesirable practice or restrictive practices, as the case may
be.
4.3 For the purposes of this Clause 4, the following terms shall have the meaning hereinafter
respectively assigned to them:
a. “corrupt practice” means (i) the offering, giving, receiving, or soliciting, directly or
indirectly, of anything of value to influence the actions of any person connected with
the Bidding Process (for avoidance of doubt, offering of employment to or employing or
engaging in any manner whatsoever, directly or indirectly, any official of the Authority
who is or has been associated in any manner, directly or indirectly with the Bidding
Process or the LOA or has dealt with matters concerning the Concession Agreement
or arising therefrom, before or after the execution thereof, at any time prior to the
expiry of one year from the date such official resigns or retires from or otherwise
ceases to be in the service of the Authority, shall be deemed to constitute influencing
the actions of a person connected with the Bidding Process); or (ii) engaging in any
manner whatsoever, whether during the Bidding Process or after the issue of the LOA
or after the execution of the Concession Agreement, as the case may be, any person
in respect of any matter relating to the Project or the LOA or the Concession
Agreement, who at any time has been or is a legal, financial or technical adviser of the
Authority in relation to any matter concerning the Project;
b. “fraudulent practice” means a misrepresentation or omission of facts or suppression
of facts or disclosure of incomplete facts, in order to influence the Bidding Process;
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c. “coercive practice” means impairing or harming, or threatening to impair or harm,

directly or indirectly, any person or property to influence any person’s participation or
action in the Bidding Process;
d. “undesirable practice” means (i) establishing contact with any person connected with
or employed or engaged by the Authority with the objective of canvassing, lobbying or
in any manner influencing or attempting to influence the Bidding Process; or (ii) having
a Conflict of Interest; and
e. “restrictive practice” means forming a cartel or arriving at any understanding or
arrangement among Bidders with the objective of restricting or manipulating a full and
fair competition in the Bidding Process.
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5 Pre- Proposal Conference

5.1 Pre-Proposal meeting will be held on the date, time and place indicated in the Tender
Schedule of this document, subject to required permissions on account of situation arising
out of COVID 19. In addition, participation through Video Conference (VC) will also be
facilitated, details for which will be shared on request. Attendance of the bidders at the Pre-
Proposal meeting is not mandatory. But it is highly recommended to attend for
understanding the provisions of RFP and selection process. Interested bidders are
requested to submit the queries / suggestions / comments as per following format through
MS Word file:
Page No. Clause No. Queries / Suggestions / Comments
5.2 During the course of Pre-Proposal conference, the Bidders will be free to seek clarifications
and make suggestions for consideration of the Authority. The Authority will upload the
Addendum / Corrigendum with respect to the pre-proposal conference on e-procurement
portal. Bidders are advised to regularly check the e-procurement portal, UTDB will not be
responsible for any ignorance of the bidder in this regard.
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6 Miscellaneous
6.1 The Bidding Process shall be governed by, and construed in accordance with, the laws of
India and the Courts at Dehradun shall have exclusive jurisdiction over all disputes arising
under, pursuant to and/ or in connection with the Bidding Process.
6.2 The Authority, in its sole discretion and without incurring any obligation or liability, reserves
the right, at any time, to;
a. Suspend and/ or cancel the Bidding Process and/ or amend and/ or supplement the
Bidding Process or modify the dates or other terms and conditions relating thereto;
b. Consult with any Bidder in order to receive clarification or further information;
c. retain any information and/ or evidence submitted to the Authority by, on behalf of,
and/ or in relation to any Bidder; and/ or
d. Independently verify, disqualify, reject and/ or accept any and all submissions or other
information and/ or evidence submitted by or on behalf of any Bidder.
6.3 It shall be deemed that by submitting the Proposal, the Bidder agrees and releases the
Authority, its employees, agents and advisers, irrevocably, unconditionally, fully and finally
from any and all liability for claims, losses, damages, costs, expenses or liabilities in any
way related to or arising from the exercise of any rights and/ or performance of any
obligations hereunder, pursuant hereto and/ or in connection herewith and waives any and
all rights and/ or claims it may have in this respect, whether actual or contingent, whether
present or future.
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Appendix I. Letter Comprising the Proposal

(Refer Clause 2.2.6)
Dated:
To,
The Chief Executive Officer
Pt. Deen Dayal Upadhyay Paryatan Bhawan, Near O.N.G.C. Helipad, Nimbuwala, Garhi Cantt,
Dehradun, Uttarakhand – 248003
Sub: Proposal for Project - Development of HOTEL Alaknanda at HARIDWAR as 5-Star Hotel
in PPP mode on DBFOT basis
Dear Sir / Madam,
1. With reference to the RFP document dated ………..*, I/we, having examined the RFP document
and understood its contents, hereby submit my/our Proposal for the aforesaid project. The
Proposal is unconditional and unqualified.
2. I/ We acknowledge that the Authority will be relying on the information provided in the Proposal
and the documents accompanying such Proposal of the Bidders, and we certify that all
information provided in the Proposal and in Annexes I to IV is true and correct; nothing has been
omitted which renders such information misleading; and all documents accompanying such
Proposal are true copies of their respective originals.
3. This statement is made for the express purpose of qualifying as a Bidder for the development,
construction, operation and maintenance of the aforesaid Project.
4. I/ We shall make available to the Authority any additional information it may find necessary or
require to supplement or authenticate the Proposal statement.
5. I/ We acknowledge the right of the Authority to reject our Proposal without assigning any reason
or otherwise and hereby waive our right to challenge the same on any account whatsoever.
6. I/ We certify that in the last three years, we/ any of the JV Members or our/ their Associates have
neither failed to perform on any contract, as evidenced by imposition of a penalty by an arbitral or
judicial authority or a judicial pronouncement or arbitration award, nor been expelled from any
project or contract nor have had any contract terminated for breach on our part.
7. I/ We declare that:
a. I/ We have examined and have no reservations to the RFP document, including any
Addendum issued by the Authority.
b. I/ We do not have any conflict of interest in accordance with Clauses 2.3.12 and 2.3.13 of the
RFP document; and
c. I/We have not directly or indirectly or through an agent engaged or indulged in any corrupt
practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice, as
defined in Clause 4.3 of the RFP document, in respect of any tender or request for proposal
issued by or any agreement entered into with the Authority or any other public sector
enterprise or any government, Central or State; and
d. I/ We hereby certify that we have taken steps to ensure that in conformity with the provisions
of Section 4 of the RFP document, no person acting for us or on our behalf has engaged or
*All blank spaces shall be suitably filled up by the Bidder to reflect the particulars relating to such Bidder
Page 42 of 156
will engage in any corrupt practice, fraudulent practice, coercive practice, undesirable practice
or restrictive practice.
8. I/ We understand that you may cancel the Bidding Process at any time and that you are neither
bound to accept any Proposal that you may receive nor to invite the Bidders to Proposal for the
Project, without incurring any liability to the Bidders, in accordance with Clause 2.19.2 of the RFP
document.
9. I/ We believe that we/ our JV / proposed JV satisfy(ies) the Net Worth criteria and meet(s) all the
requirements as specified in the RFP document and are/ is qualified to submit a Proposal.
10. I/ We declare that we/ any Member of the JV, or our/ its Associates are not a Member of a/ any
other JV applying for qualification.
11. I/ We certify that in regard to matters other than security and integrity of the country, we/ any
Member of the JV or any of our/ their Associates have not been convicted by a Court of Law or
indicted or adverse orders passed by a regulatory authority which could cast a doubt on our ability
to undertake the Project or which relates to a grave offence that outrages the moral sense of the
community.
12. I/ We further certify that in regard to matters relating to security and integrity of the country, we/
any Member of the JV or any of our/ their Associates have not been charge-sheeted by any
agency of the Government or convicted by a Court of Law.
13. I/ We further certify that no investigation by a regulatory authority is pending either against us/ any
Member of the JV or against our/ their Associates or against our CEO or any of our Directors/
Managers/ employees.
14. I/ We undertake that in case due to any change in facts or circumstances during the Bidding
Process, we are attracted by the provisions of disqualification in terms of the provisions of this
RFP; we shall intimate the Authority of the same immediately.
15. The Statement of Legal Capacity as per format provided at Annex v in Appendix I of the RFP
document, and duly signed, is enclosed. The power of attorney for signing of proposal and the
power of attorney for Lead Member of JV, as per format provided at Appendix IV and V
respectively of the RFP, are also enclosed.
16. I/ We understand that the Successful Bidder shall either be an existing Company incorporated
under the Indian Companies Act, 1956, or shall incorporate as such prior to execution of the
17. I/ We hereby confirm that we [are in compliance of/ shall comply with] the O&M requirements
specified in Clause 2.2.6.
18. I/ We hereby irrevocably waive any right or remedy which we may have at any stage at law or
howsoever otherwise arising to challenge or question any decision taken by the Authority in
connection with the selection of the Bidder, or in connection with the selection/ Bidding Process
itself, in respect of the above mentioned Project and the terms and implementation thereof.
19. I/ We agree and undertake to abide by all the terms and conditions of the RFP document.
20. I/ We certify that in terms of the RFP, my/our Net worth is ₹. ……………….. (Rupees In words).
21. {We agree and undertake to be jointly and severally liable for all the obligations of the
Concessionaire under the Concession Agreement till occurrence of Financial Close in accordance
with the Concession Agreement.}†
In witness thereof, I/ we submit this proposal under and in accordance with the terms of the RFP
document.
†Omit if the Bidder is not a JV
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Yours faithfully,
Date: (Signature, name and designation of the Authorised Signatory)
Place: Name and seal of the Bidder/ Lead Member
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Annex i. Details of Bidder

1. a. Name of Bidder:
b. Country of incorporation:
c. Address of the Corporate headquarters and its branch office(s), if any, in India:
d. Date of incorporation and /or commencement of business:
2. Brief description of the Company including details of its main lines of business and proposed
role and responsibilities in this Project:
3. a. Details of individual(s) who will serve as the point of contact/ communication for the
Authority:
b. Name:
c. Designation:
d. Company:
e. Address:
f. Telephone Number:
g. E-Mail Address:
h. Fax Number:
4. a. Particulars of the Authorised Signatory of the Bidder:

b. Name
c. Designation:
d. Address:
e. Phone Number:
f. Fax Number:
5. In case of a JV:
a. The information above (1-4) should be provided for all the Members of the JV.
b. A copy of the Jt. Bidding Agreement, as envisaged in Clause 2.2.2 (g) should be attached
to the Proposal.
c. Information regarding the role of each Member should be provided as per table below:
Sl. Role‡{Refer Clause Percentage of equity in the JV
Name of the Member
No. 2.2.2. (d)}§ {Refer Clauses 2.2.2 (a), (c) & (g)}
1.
2.
3.
The following information shall also be provided for each Member of the JV:
No. Criteria Yes No
Has the Bidder/ constituent of the JV been barred by the [Central/ State]
1. Government, or any entity controlled by it, from participating in any
project (BOT or otherwise).
If the answer to 1 is yes, does the bar subsist as on the date of Proposal
2.
‡
The role of each Member, as may be determined by the Bidder, should be indicated in accordance with instruction 4 at Annex-
IV.
§
All provisions contained in curly parenthesis shall be suitably modified by the Bidder to reflect the particulars relating to such
Bidder.
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Has the Bidder/ constituent of the JV paid liquidated damages of more

than 5% of the contract value in a contract due to delay or has been
3.
penalised due to any other reason in relation to execution of a contract,
in the last three years?
6. A statement by the Bidder and each of the Members of its JV (where applicable) or any of their
Associates disclosing material non- performance or contractual non-compliance in past
projects, contractual disputes and litigation/ arbitration in the recent past is given below (Attach
extra sheets, if necessary)
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Annex ii. Technical Capacity of the Bidder

Past Experience
(Refer to Clauses 2.2.3(a), 3.3 and 3.4 of the RFP)
For Category I: The bidder should have experience of successfully completion of construction of
residential housing societies / hotels / malls / auditoriums / stadiums and other similar
building structures
S.N Name of Details of Contract Prime Date of Completion

Organisation Work Amount of Contractor/Sub
(Client) work Contractor
executed
(Including
Variations)
(The bidder is required to provide the information only for those works which are successfully
completed before last date of Proposal submission. The above details should be accompanied with
successfully work completion certificate issued by the employer (Govt. or Pvt. both are accepted)
Or
For Category II: The bidder should have collected and appropriated revenues from operation
and maintenance of Hotel/ Resort/ Spa/ Convention Facility / Tourism Infrastructure
Financial Years Turnover from operation and maintenance of Hotel/ Resort/ Spa/
Convention Facility / Tourism Infrastructure
(1) (2)
2017-18
2018-19
2019-20
2020-21
2021-22
(The above details should be accompanied with a certificate on above format issued by Chartered
Accountant firm on its letter pad duly signed and stamped based on the previous years audited
Balance Sheets)
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Annex iii. Financial Capacity of the Bidder

(Refer to Clauses 2.2.4 and 3.5 of the RFP)
(In case of JV each JV member has to provide this certificate separately)
It is certified that the Turnover and Net Worth of the firm M/s. ……………… for last five years based
on the financial records is mentioned below:
Financial Years Turnover Net Worth

(1) (2) (3)
2017-18
2018-19
2019-20
2020-21
2021-22
This certificate has to be issued by CA on the CA firm letterhead along with the firm’s stamp,
registration no. and signature of CA.
Instructions:
1. The Bidder/ its constituent JV Members shall attach copies of the balance sheets, financial
statements and Annual Reports for 5 (five) years preceding the Proposal Due Date. The financial
statements shall:
a. reflect the financial situation of the Bidder or JV Members and its/ their Associates where
the Bidder is relying on its Associate’s financials;
b. be audited by a statutory auditor;
c. be complete, including all notes to the financial statements; and
d. correspond to accounting periods already completed and audited (no statements for
partial periods shall be requested or accepted).
2. In the case of a JV, a copy of the Jt. Bidding Agreement shall be submitted in accordance with
Clause 2.2.2 (h) of the RFP document.
3. The Bidder shall also provide the name and address of the Bankers to the Bidder.
4. The Bidder shall provide an Auditor’s Certificate specifying the Net Worth of the Bidder and also
specifying the methodology adopted for calculating such Net Worth in accordance with Clause
2.2.6 of the RFP document.
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Annex iv. Statement of Legal Capacity

(To be forwarded on the letterhead of the Bidder/ Lead Member of JV)
Ref. Date:
To,
Dear Sir / Madam,
We hereby confirm that we/ our members in the JV (constitution of which has been described in the
Proposal) satisfy the terms and conditions laid out in the RFP document.
We have agreed that …………………… (Insert member’s name) will act as the Lead Member of our
JV.**
We have agreed that ………………….. (Insert individual’s name) will act as our representative/ will act
as the representative of the JV on its behalf* and has been duly authorized to submit the RFP.
Further, the authorized signatory is vested with requisite powers to furnish such letter and
authenticate the same.
Thanking you,
Yours faithfully,
(Signature, name and designation of the authorised signatory)
For and on behalf of……………………………..
**Please strike out whichever is not applicable
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Appendix II. Financial Proposal

(Refer Clauses 2.14.1)
The Bidder shall fill the excel utility supplied on e-tender website under the Financial Proposal and
upload the duly filled excel utility on e-tender website as per instructions provided
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Appendix III. Format of Bank Guarantee for Proposal Security

[To be issued by any Nationalized Bank/Scheduled Banks in India]
From: …………………………………………………………………………
[Name and Address of Bank/ Financial Institution]
To,
1. ………………………………………[Name of relevant Bidder] (“Bidder”), has in response to a

Request for Proposal (“RFP”) issued by Uttarakhand Tourism Development Board (hereinafter
referred to as “Authority”) submitted a proposal dated [date to be inserted] (the “Proposal”) for
it to cause a company (the “Developer”) to implement the Development of HOTEL Alaknanda at
HARIDWAR as 5-Star Hotel in PPP mode on DBFOT basis. (the “Project”).
2. .…………………………………….[Name of Bank/Financial Institution](the “Guarantor”) with its
registered office at …………………………………, unconditionally guarantees to pay the Authority
upon first written demand and without deduction the sum of INR ………. (Rupees in words) (the
“Guaranteed Sum”) subject to the conditions set out below.
3. The Guarantor unconditionally and irrevocably promises to pay on demand the Guaranteed Sum,
without protest or demur whatsoever upon the receipt of a written demand from the Authority
which shall be final and conclusive as against the Guarantor requiring the Guarantor to make
payment to the Authority. The written demand made shall specify the occurrence of one or more
conditions set out in clause 5 and such demand notice shall constitute prima facie conclusive
evidence of the occurrence of such events or conditions.
4. No underlying dispute as between the Authority and the Bidder, nor any pending Proposal for
interim relief or arbitration proceedings or other legal proceedings shall constitute any ground for
prevention, delay or obstruction for making payment to the Authority by the Guarantor and the
existence of any disputes or differences or claims in arbitration or otherwise shall not constitute
any ground for non-payment on this Guaranteed Sum.
5. The Authority shall notify the Guarantor of its demand for payment of the Guaranteed Sum
without any deduction of whatsoever nature and without reference to any claim or counter claim
or set off, upon the Authority’s notification that:
a. upon the occurrence of any of the conditions for default as set out in the Concession
Agreement.
b. there has been non-compliance of the conditions precedent as provided in the Concession
Agreement, or as elsewhere referred to in the RFP documents/ Concession Agreement.
Certification by the Authority of the occurrence of such event, shall be conclusive and binding on
the bank/financial institution.
6. This Guarantee shall be valid for a period of 180 days from the Proposal due date as mentioned
in 1.2.11.
7. The release of this Guarantee and its return will be exclusively notified by the Authority and in the
event of the Authority requiring revalidation or extension of this Guarantee, the Guarantor has
accepted and shall be obligated to make such extension in favour of the Authority for a further
minimum term of six (6) months and the Bidder is deemed to have made the request for such
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extension upon the execution and furnishing of this Guarantee in the first instance. The Guarantor
shall not refuse such extension nor shall the Bidder be eligible to file any proceedings for stay or
return of Guarantee for any reason whatsoever.
8. This Guarantee shall be valid and effective for enabling the Authority to lodge a claim for payment
under the Guarantee till the date of expiry of the term of the Guarantee. The Guarantor shall be
obligated to make payment upon the Guarantee forthwith on demand if the claim is lodged within
the claim validity period and the obligation to pay would be subject to normal limitation for
payment of claims upon a guarantee. Time is of essence for payment and in the event of failure to
make payment, the Guarantor shall be obligated to pay compound interest at Two Percent (2%)
above the prime lending rate of the Guarantor institution, compounding quarterly in the event of
the Guarantor‘s failure to make payment upon the Guarantee for any reason whatsoever.
Payment of interest as provided would be no excuse for delayed payment or non-payment.
9. No change in the constitution of the Bidder, Developer or of the Guarantor shall be a ground for
release of the Guarantee and no variation in the RFP documents or the Concession Agreement
made post selection of the Bidder, or post making of the Proposal, shall constitute a variation,
which would, subject to the terms and conditions of this agreement, discharge the Guarantor. The
Guarantor shall notwithstanding such change, be bound to make payment upon the Guarantee on
demand.
10. The Guarantor agrees that it will not assign its obligations under this Guarantee without the prior
written consent of the Authority. The Authority will not unreasonably withhold its consent if the
proposed assignee is of at least equal financial standing to the Guarantor and the assignee
assumes in writing the obligations of the Guarantor under this Guarantee at the same time or
before the assignment.
11. This Guarantee binds the Guarantor, its successors and permitted assigns.
SEAL OF [BANK/FINANCIAL INSTITUTION] ………………………………..
NAME OF [BANK/FINANCIAL INSTITUTION] ………………………………..
SIGNATURE ……………………………..
NAME ……………………………..
TITLE ……………………………..
DATE ……………………………..
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Appendix IV. Power of Attorney for signing of Proposal

Know all men by these presents, We…………………………………………….. (name of the firm and
address of the registered office) do hereby irrevocably constitute, nominate, appoint and authorise Mr/
Ms (name), …………………… son/daughter/wife of ……………………………… and presently residing
at …………………., who is presently employed with us/ the Lead Member of our JV and holding the
position of ……………………………. , as our true and lawful attorney (hereinafter referred to as the
“Attorney”) to do in our name and on our behalf, all such acts, deeds and things as are necessary or
required in connection with or incidental to submission of our Proposal for the Development of HOTEL
Alaknanda at HARIDWAR as 5-Star Hotel in PPP mode on DBFOT basis proposed or being
developed by the Uttarakhand Tourism Development Board (the “Authority”) including but not
limited to signing and submission of all Proposals and other documents and writings, participate in
Pre-Proposal Conference and other conferences and providing information/ responses to the
Authority, representing us in all matters before the Authority, signing and execution of all contracts
including the Concession Agreement and undertakings consequent to acceptance of our Proposal,
and generally dealing with the Authority in all matters in connection with or relating to or arising out of
our Proposal for the said Project and/ or upon award thereof to us and/or till the entering into of the
Concession Agreement with the Authority.
AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things
lawfully done or caused to be done by our said Attorney pursuant to and in exercise of the powers
conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney in
exercise of the powers hereby conferred shall and 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 …………. 2023
For
…………………………..
(Signature, name, designation and address)
Witnesses:
1.
2.
(Notarised)
Accepted
……………………………
(Signature)
(Name, Title and Address of the Attorney)
Notes:
 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
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so required, the same should be under common seal affixed in accordance with the required
procedure.
 Wherever required, the Bidder should submit for verification the extract of the charter documents
and documents such as a resolution/ power of attorney in favour of the person executing this
Power of Attorney for the delegation of power hereunder on behalf of the Bidder.
 For a Power of Attorney executed and issued overseas, the document will also have to be
legalised by the Indian Embassy and notarised in the jurisdiction where the Power of Attorney is
being issued. However, the Power of Attorney provided by Bidders from countries that have
signed The Hague Legislation Convention 1961 are not required to be legalised by the Indian
Embassy if it carries a conforming Appostille certificate.
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Appendix V. Power of Attorney for Lead Member of JV

Whereas the Uttarakhand Tourism Development Board (“the Authority”) has invited Proposals from
interested parties for the Development of HOTEL Alaknanda at HARIDWAR as 5-Star Hotel in PPP
mode on DBFOT basis Project (the “Project”).
Whereas, …………………….., …………………….., ……………………..and ……………………..

(collectively the “JV”) being Members of the JV are interested in bidding for the Project in accordance
with the terms and conditions of the Request for Proposal (RFP) and other connected documents in
respect of the Project, and Whereas, it is necessary for the Members of the JV to designate one of
them as the Lead Member with all necessary power and authority to do for and on behalf of the JV, all
acts, deeds and things as may be necessary in connection with the JV’s Proposal for the Project and
its execution.
NOW THEREFORE KNOW ALL MEN BY THESE PRESENTS
We, …………………….. having our registered office at …………………….., M/s. ……………………..

having our registered office at …………………….., M/s. …………………….. having our registered
office at …………………….., and …………………….. having our registered office at
…………………….., (hereinafter collectively referred to as the “Principals”) do hereby irrevocably
designate, nominate, constitute, appoint and authorise M/S …………………….. having its registered
office at …………………….., being one of the Members of the JV, as the Lead Member and true and
lawful attorney of the JV (hereinafter referred to as the “Attorney”). We hereby irrevocably authorise
the Attorney (with power to sub-delegate) to conduct all business for and on behalf of the JV and any
one of us during the bidding process and, in the event the JV is awarded the concession/contract,
during the execution of the Project and in this regard, to do on our behalf and on behalf of the JV, all
or any of such acts, deeds or things as are necessary or required or incidental to the submission of its
Proposal for the Project, including but not limited to signing and submission of all Proposals and other
documents and writings, participate in bidding process and other conferences, respond to queries,
submit information/ documents, sign and execute contracts and undertakings consequent to
acceptance of the Proposal of the JV and generally to represent the JV in all its dealings with the
Authority, and/ or any other Government Agency or any person, in all matters in connection with or
relating to or arising out of the JV’s Proposal for the Project and/ or upon award thereof till the
Concession Agreement is entered into with the Authority.
AND hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things
lawfully done or caused to be done by our said Attorney pursuant to and in exercise of the powers
conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney in
exercise of the powers hereby conferred shall and shall always be deemed to have been done by us/
JV.
IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED THIS POWER
OF ATTORNEY ON THIS …………………. DAY OF ………. 2023
For ……………………..
(Signature)
……………………..
(Name & Title)
For ……………………..
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(Signature)
……………………..
(Name & Title)
Witnesses:
1.
2.
………………………………………
(Executants)
(To be executed by all the Members of the JV)
Notes:
 The mode of execution of the Power of Attorney should be in accordance with the procedure, if
any, laid down by the applicable law and the charter documents of the executant(s) and when it is
so required, the same should be under common seal affixed in accordance with the required
procedure.
 Also, wherever required, the Bidder should submit for verification the extract of the charter
documents and documents such as a resolution/ power of attorney in favour of the person
executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder.
 For a Power of Attorney executed and issued overseas, the document will also have to be
legalised by the Indian Embassy and notarised in the jurisdiction where the Power of Attorney is
being issued. However, the Power of Attorney provided by Bidders from countries that have
signed The Hague Legislation Convention 1961 are not required to be legalised by the Indian
Embassy if it carries a conforming Appostille certificate.
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Appendix VI. Format for Anti-Collusion Certificate††

(Refer Clause 2.14.2 (j)
We hereby certify and confirm that in the preparation and submission of this Proposal, we have not
acted in concert or in collusion with any other Bidder or other person/s and also not done any act,
deed or thing which is or could be regarded as anti-competitive.
We further confirm that we have not offered nor will offer any illegal gratification in cash or kind to any
person or agency in connection with the instant Proposal.
Dated this ……………………..Day of …………………., 2023
Name of the Bidder
…………………………………………….
Signature of the Authorised Person
…………………………………………….
Name of the Authorised Person
††On the bidder’s letter head
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Appendix VII. Joint Bidding Agreement

(Refer Clause 2.2.2 (h))
(To be executed on Stamp paper of appropriate value)
THIS JOINT BIDDING AGREEMENT is entered into on this the ………… day of ………… 2023
AMONGST
1. ………… and having its registered office at ………… (hereinafter referred to as the “First Part”
which expression shall, unless repugnant to the context include its successors and permitted
assigns)
AND
2. ………… and having its registered office at ………… (hereinafter referred to as the “Second
Part” which expression shall, unless repugnant to the context include its successors and
permitted assigns)
AND
3. ………… and having its registered office at ………… (hereinafter referred to as the “Third Part”
which expression shall, unless repugnant to the context include its successors and permitted
assigns)
The above mentioned parties of the FIRST, SECOND AND THIRD, are collectively referred to as the
“Parties” and each is individually referred to as a “Party”
WHEREAS,
A. Uttarakhand Tourism Development Board having its office at Pt. Deen Dayal Upadhyay Paryatan
Bhawan, Near O.N.G.C. Helipad, Nimbuwala, Garhi Cantt, Dehradun, Uttarakhand – 248003
(hereinafter referred to as the “Authority” which expression shall, unless repugnant to the
context or meaning thereof, include its administrators, successors and assigns) has invited
Proposals (the “Proposals”) by its Request for Proposal No. ………… dated …………(the
“RFP”) for selection of Bidder for Development of HOTEL Alaknanda at HARIDWAR as 5-Star
Hotel in PPP mode on DBFOT basis (the “Project”).
B. The Parties are interested in jointly bidding for the Project as members of a JV and in accordance
with the terms and conditions of the RFP document and other Proposal documents in respect of
the Project, and
C. It is a necessary condition under the RFP document that the members of the JV shall enter into a
Joint Bidding Agreement and furnish a copy thereof with the Proposal.
NOW IT IS HEREBY AGREED as follows:
1. Definitions and Interpretations

1.1. In this Agreement, the capitalized terms shall, unless the context otherwise requires, have
the meaning ascribed thereto under the RFP.
2. JV
2.1. The Parties do hereby irrevocably constitute a JV (the “JV”) for the purposes of jointly
participating in the Bidding Process for the Project.
2.2. The Parties hereby undertake to participate in the Bidding Process only through this JV and
not individually and/ or through any other JV constituted for this Project, either directly or
indirectly or through any of their Associates.
3. Covenants
The Parties hereby undertake that in the event the JV is declared the selected Bidder and
awarded the Project, it shall incorporate a special purpose vehicle (the “SPV”) under the Indian
Page 58 of 156
Companies Act 1956 for entering into a Concession Agreement with the Authority and for
performing all its obligations as the Concessionaire in terms of the Concession Agreement for the
Project.
4. Role of the Parties
The Parties hereby undertake to perform the roles and responsibilities as described below:
First Party:
Second Party:
Third Party:
(Please Specify Role of the each Party such as Lead Member, financial Member etc. for the
Project)
5. Joint and Several Liability
The Parties do hereby undertake to be jointly and severally responsible for all obligations and
liabilities relating to the Project and in accordance with the terms of the RFP and the Concession
Agreement, till such time as the Financial Close for the Project is achieved under and in
accordance with the Concession Agreement.
6. Shareholding in the SPV
6.1. The Parties agree that the proportion of shareholding among the Parties in the SPV shall be
as follows:
First Party:
Second Party:
Third Party:
6.2. The Parties undertake that a minimum of 26% (twenty-six per cent) of the subscribed and
paid up equity share capital of the SPV shall, at all times till the second anniversary of the
date of commercial operation of the Project, be held by the Parties of the First and Second
Part whose experience and net worth have been reckoned for the purposes of qualification
and short-listing of Bidders for the Project in terms of the RFP.
6.3. The Parties undertake that each of the Parties specified in Clause 6.2 above shall, at all
times between the commercial operation date of the Project and the second anniversary
thereof, hold subscribed and paid up equity share capital of SPV equivalent to at least 5%
(five per cent) of the Total Project Cost.
6.4. The Parties undertake that they shall collectively hold 100% (hundred per cent) of the
subscribed and paid up equity share capital of the SPV at all times until the second
anniversary of the commercial operation date of the Project.
6.5. The Parties undertake that they shall comply with all equity lock-in requirements set forth in
6.6. The Parties undertake that the O&M Member shall subscribe and hold at least 10% (ten per
cent) of the subscribed and paid up equity shares in the SPV in terms of the Concession
Agreement
7. Representation of the Parties
Each Party represents to the other Parties as of the date of this Agreement that:
a. Such Party is duly organised, validly existing and in good standing under the laws of its
incorporation and has all requisite power and authority to enter into this Agreement;
b. The execution, delivery and performance by such Party of this Agreement has been
authorised by all necessary and appropriate corporate or governmental action and a copy of
the extract of the charter documents and board resolution/ power of attorney in favour of the
person executing this Agreement for the delegation of power and authority to execute this
Agreement on behalf of the JV Member is annexed to this Agreement, and will not, to the best
of its knowledge:
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i. require any consent or approval not already obtained;

ii. violate any Applicable Law presently in effect and having applicability to it;
iii. violate the memorandum and articles of association, by-laws or other applicable
organizational documents thereof;
iv. violate any clearance, permit, concession, grant, license or other governmental
authorisation, approval, judgement, order or decree or any mortgage agreement,
indenture or any other instrument to which such Party is a party or by which such Party or
any of its properties or assets are bound or that is otherwise applicable to such Party; or
v. create or impose any liens, mortgages, pledges, claims, security interests, charges or
Encumbrances or obligations to create a lien, charge, pledge, security interest,
encumbrances or mortgage in or on the property of such Party, except for encumbrances
that would not, individually or in the aggregate, have a material adverse effect on the
financial condition or prospects or business of such Party so as to prevent such Party
from fulfilling its obligations under this Agreement;
c. this Agreement is the legal and binding obligation of such Party, enforceable in accordance
with its terms against it; and
d. there is no litigation pending or, to the best of such Party's knowledge, threatened to which it
or any of its Affiliates is a party that presently affects or which would have a material adverse
effect on the financial condition or prospects or business of such Party in the fulfilment of its
obligations under this Agreement.
8. Termination
This Agreement shall be effective from the date hereof and shall continue in full force and effect
until the Financial Close of the Project is achieved under and in accordance with the Concession
Agreement, in case the Project is awarded to the JV. However, in case the JV is either not
prequalified for the Project or does not get selected for award of the Project, the Agreement will
stand terminated in case the Bidder is not pre-qualified or upon return of the Proposal Security by
the Authority to the Bidder, as the case may be.
9. Miscellaneous
9.1. This Joint Bidding Agreement shall be governed by laws of {India}.
9.2. The Parties acknowledge and accept that this Agreement shall not be amended by the
Parties without the prior written consent of the Authority.
IN WITNESS WHEREOF THE, PARTIES HAVE EXECUTED AND DELIVERED THIS

CONSULTANCY AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN
SIGNED, SEALED AND DELIVERED
For and on behalf of For and on behalf of For and on behalf of
PARTY OF THE FIRST PART PARTY OF THE SECOND PARTY OF THE THIRD PART
PART
By; By;
By;
(Signature) (Signature)
(Signature)
(Name) (Name)
(Name)
(Designation) (Designation)
(Designation)
Notes:
 The mode of the execution of the Joint Bidding Agreement should be in accordance with the
procedure, if any, laid down by the Applicable Law and the charter documents of the executant(s)
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and when it is so required, the same should be under common seal affixed in accordance with the
required procedure.
 Each Joint Bidding Agreement should attach a copy of the extract of the charter documents and
documents such as resolution / power of attorney in favour of the person executing this
Agreement for the delegation of power and authority to execute this Agreement on behalf of the
JV Member.
 For a Joint Bidding Agreement executed and issued overseas, the document shall be legalised by
the Indian Embassy and notarized in the jurisdiction where the Power of Attorney has been
executed.
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Appendix VIII Litigation History

(On not less than Rs. 100/- stamp paper)
[Note: Bidder/Proposer shall provide the certification or information as per format given
below. Failure to provide such certification or information (fully and accurately) may result
in a determination that the Bid/Proposal is non-responsive.]
NO LITIGATION CERTIFICATION
I / We, hereby certify that our firm ……………….. has not been involved in any litigation for
five (5) years preceding the date of submittal of this Bid/Proposal.
(sign and seal of bidder)
LITIGATION HISTORY INFORMATION (IF ANY)
(1) Name of Case:

Court case identification number:
Jurisdiction in which case was filed:
Outcome of the case:
DECLARATION:
I declare under penalty of perjury that the foregoing is true and correct.
Executed this day of (month and year) at
by
(signature of person responsible for submission of Bid/Proposal)
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Appendix –IX Affidavit

(On not less than Rs. 100/- stamp paper)
I / We, ………………………………. who is / are Authorised to sign and submit the proposal
against your tender [ title and reference number of the Invitation for proposals] do hereby
undertake as follows:
i. all the statements, documents, testimonials, certificates, etc., uploaded are genuine
and the contents thereof are true,
ii. any of our personnel, representatives, sub-consultants, sub-Service Providers,
service providers, Service Provider s and/or their employees will not directly or
indirectly, engage in any activity that may intervene, interfere and/or influence the
procurement process at any stage,
iii. indemnify and compensate the UTDB from any penalties and costs that may be
incurred due to lapse/s on our part including incorrect / misrepresented / forged
documents or statements,
iv. our firm / company, M/s. ………………………….. and our Principal M/s.
…………………… are not blacklisted by any ministry / department / undertaking of
Government of India, any State government and / or any Union territory
administration in India.
2. If we are found contravening this undertaking even after award of contract in our favour or
anyone else, we accept disciplinary action by the UTDB including rejection of our proposal,
annulment of contract and blacklisting.
Authorized signatory for the Bidder

Signed: _______________________
Name: ________________________
Designation:____________________
Date: _________________________
(Notarised)
(Name, Titleand Address of the Attorney)
Accepted
……………………………
(Signature)
Witnesses:
1. ……………………………
2. ……………………………
Duly Authorised to sign this Authorization on behalf of: [insert complete name of Bidder]
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Appendix X. Bid Security Declaration

(On Bidder’s letter head)
We___________________________having registered office at_________________ the

undersigned declare that we understand that according to your conditions, Bids must be
supported by bid security declaration.
We accept that we will be automatically be suspended from being eligible for bidding in any
contract with UTDB for a period of five years (5 years) starting from the date on which notice
is received from UTDB if we are in breach of our obligation(s) under bid conditions because
we:
1. Have withdrawn our bid during the period of bid validity as specified in the form of bid; or
2. Having been notified of acceptance of our bid by UTDB during the period of bid validity:
(i) Fail or refuse to execute the contract, if required or
(ii) Fail or refuse to furnish the performance security in accordance with the ITB/ITC
We understand this bid security declaration shall expire, if we are not successful bidder upon
earlier of
(i) our receipt of your notification to us of the successful bidder, or (ii) 45 days after expiration
of the bid
Date:
Place:
Name of Bidder:
Signature of authorised person:
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Volume II: Draft Concession Agreement

BETWEEN
Uttarakhand Tourism Development Board

[“AUTHORITY”]
AND
(Name of the Concessionaire)

[“CONCESSIONAIRE”]
{This Contract will be suitably modified as per changes that may be required / relevant based
on Proposal finally accepted and pre-contract negotiation)
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Concession Agreement
This AGREEMENT is entered into on this the ____________ day of ___________ (month),
__________ (year) at Dehradun.
BETWEEN
Uttarakhand Tourism Development Board having its registered office at Pt. Deen Dayal Upadhyay
Paryatan Bhawan, Near O.N.G.C. Helipad, Nimbuwala, Garhi Cantt, Dehradun, Uttarakhand –
248003 represented by its Chief Executive Officer (hereinafter referred to as "Authority"), which
expression shall, unless the context otherwise requires, includes its administrators, successors and
assigns) of the ONE PART;
AND
M/s_____________________________ Limited, a Company incorporated under the Companies Act,

2013 having its office at __________________________________, (hereinafter referred to as the
“Concessionaire” which expression shall unless repugnant to the context or meaning thereof include
its administrators, successors and assigns) of OTHER PART;
WHEREAS,
A. The Authority had decided to select the Concessionaire through a competitive bidding
process for Development of HOTEL Alaknanda at HARIDWAR as 5-Star Hotel in PPP mode
on DBFOT basis (the “Project”) through Public-Private Partnership (the “PPP”) on Design,
Build, Finance, Operate and Transfer (the "DBFOT") basis at ___________________; a
location near ____________________ comprising ________________ sq m (approximately
_____), in accordance with the terms and conditions set forth in the Concession Agreement.
B. With an objective to seek private sector participation in the development of the aforesaid
Project, the Authority had invited competitive Proposals/ Bids from interested parties by its
RFP Notice No ***** dated ***** (the “RFP Notice”) for selection of a Concessionaire to
develop, design, engineer, finance, construct, market, operate, maintain and manage the
same on the terms and conditions contained in the Request for Proposal (RFP) document
and to determine, levy, demand, collect, retain and appropriate User Charges from the Users
of the Project Facility.
C. The Authority had prescribed the technical and commercial criteria, and invited Proposals
from bidders pursuant to the Tender Notice for undertaking the Development of HOTEL
Alaknanda at HARIDWAR as 5-Star Hotel in PPP mode on DBFOT basis.
D. In response to the Request for Proposal document, the Authority received Proposals from
various Bidders.
E. After evaluation of the Proposals received, the Authority had accepted the Proposal of the
Individual bidder/ JV comprising ……………………., ……………………. and
………………………… (Collectively the “JV”) with ………………….. as its lead member (the
“Lead Member” and issued its Letter of Award No. ***** dated ****** (hereinafter called the
“LOA”) to the [Individual company / JV] requiring, inter alia, the execution of this Concession
Agreement within 45 (forty-five) days of the date of issue thereof.
F. As per the terms and conditions of the RFP Document, the Successful Bidder {have
incorporated the Concessionaire as a Special Purpose Company in India / is a company
incorporated} under the Companies Act, 2013 to implement the Project. The Successful
Bidder hereby agrees to serve as a guarantor towards the roles and obligations of the
Concessionaire as detailed out in the Concession Agreement.
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G. The Authority acknowledges that as on this day, the Concessionaire has:

a. submitted an unconditional and irrevocable Bank Guarantee for a value of ₹_______
(Rupees __________only) as Performance Security for the Concession Period as per
the conditions specified in Clause 3.1.
b. In pursuance to the above, the Authority and Authority is executing the Agreement to
grant the Concession to the Concessionaire to develop, design, engineer, finance,
construct, market, operate & maintain and manage the above mentioned Project and
its allied facilities, in accordance with terms, conditions and covenants hereinafter set
forth.
NOW THEREFORE, in view of the offer, mutual promises and consideration set out herein, the
Authority, the Authority and the Concessionaire (each individually a “Party” hereto, and collectively the
“Parties”) hereby agree to be bound by the provisions of this Concession Agreement.
Page 67 of 156
1 Definitions and interpretation

1.1 Definitions
In this Concession Agreement, unless repugnant to the context in which these words and
expressions appear the words and expressions defined below shall have the meanings
assigned to them: ‐
“Accounting Year” means the financial year commencing from the first day of April of any
calendar year and ending on the thirty-first day of March of the next calendar year.
“Agreement” means this signed Concession Agreement (including the Schedules,

Recitals of the Concession Agreement, the Letter of Award issued by the Authority, the
written clarifications, addendums, amendments etc. to the RFP document issued
subsequently to the Bidders and all other documents and papers attached as annexure).
“Applicable Laws” means all laws which are applicable to the Project and/or the
Concessionaire extending to the State of Uttarakhand, having been enacted or brought into
force by Government of India or Government of Uttarakhand including regulations and
rules made there under, and judgments, decrees, injunctions, writs and orders of any Court
of Record, as may be in force and effect during the subsistence of this Agreement.
“Applicable Permits” means all clearances, licenses, permits, authorizations, no

objection certificates, consents, approvals and exemptions required to be obtained or
maintained by the Concessionaire under Applicable Laws during the subsistence of this
Agreement.
“Arbitration Act” means the Arbitration and Conciliation Act, 1996 and the Rules there
under and shall include modifications to or any re-enactment thereof, as in force from time
to time.
"Change in Law" means the occurrence of any of the following after the date of this
Agreement:
a. the enactment of any new Indian law;

b. the repeal, modification or re-enactment of any existing Indian law:
c. the commencement of any Indian law which has not entered into effect until the date of
this Agreement;
d. a change in the interpretation or application of any Indian law by a court of record as
compared to such interpretation or application by a court of record prior to the date of
this Agreement; or
e. any change in the rates of any of the Taxes.
“COD" means the commercial operations date of the Project which shall be the date on
which the Independent Expert has issued the Completion Certificate or the Provisional
Certificate upon completion of construction of the Project and which shall, subject to the
provisions of this Agreement, be not later than ------.
“Commencement Date” means the date on which the physical possession of the Project
Site is delivered by the Authority to the Concessionaire, which shall not be later than 30
(thirty) days from the date of this Agreement.
“Completion Certificate” means the certificate issued by the Independent Expert

pursuant to Clause 9.16.
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“Concession” shall have the meaning ascribed thereto in Clause 2.1.
"Concession Period" means the period as applicable specified in Clause 2.2.
“Concessionaire” means M/s. XXXX and shall include its successors and permitted
assigns expressly approved by the Authority or the Authority.
“Authority” means Uttarakhand Tourism Development Borad or UTDB or Department of

Tourism, Government of Uttarakhand.
“JV” means the JV consisting of (i) AAAA (ii) BBBB and (iii) CCCC formed/ acting
pursuant to the Memorandum of Understanding dated --------------- (Schedule ‘O’) entered
into by them, for the purpose of bidding for the Project and in the event of being successful
to implement the Project through a special purpose vehicle to be formed and incorporated
by them in India.
“Construction Works” means all works and things necessary to achieve commercial
operation of the Project in accordance with this Agreement.
“Cure Period” means the period specified in this Agreement for curing any breach or
default of any provision of this Agreement by the Party responsible for such breach or
default.
“Debt Due” means the aggregate of the following sums expressed in Indian Rupees
outstanding and payable to the Lender under the Financing Documents:
a. The principal amount of the debt provided by the 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 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 up to the date preceding the Termination Date but
excluding any interest or charges that had fallen due one year prior to the Termination
Date, and penal interest or charges payable under the Financing Documents to any
Senior Lender.
“Dispute” shall have the meaning set forth in Clause 18.1.
“Dispute Resolution Procedure” means the procedure for resolution of Disputes set forth
in Article 18.
"Drawings" means all of the drawings, designs, calculations and documents pertaining to
the Project as set forth in Schedule ‘F’ and shall include "as built" drawings of the Project.
"Emergency" means a condition or situation that is likely to endanger the security of the
individuals on or about the Project including users thereof or which poses an immediate
threat of material damage to any of the Project Assets
“Encumbrances” means any encumbrances such as mortgage, charge, pledge, lien,

hypothecation, security, interest, assignment, privilege or priority of any kind having the
effect of security or other such obligations and shall include without limitation any
designation of loss payees or beneficiaries or any similar arrangement under any
insurance policy pertaining to the Project Site, physical encumbrances or encroachments
on the Project Site where applicable herein.
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“Equity” means the sum expressed in Indian Rupees representing the equity share capital
of the Concessionaire and shall include the funds advanced by any JV Member or by any
of the shareholders of the Concessionaire for meeting the equity component of the Total
Project Cost. Provided, however, that for the purposes of computing Termination Payments
under this Concession, Equity shall be reckoned as an amount that is arrived at after
excluding from the equity share capital of the Concessionaire the sum by which the capital
cost of the Project as stated by the Concessionaire for purposes of claiming Termination
Payments exceeded the Total Project Cost.
“Financing Documents” means the documents executed by the Concessionaire in

respect of financial assistance (including refinancing) for the Project to be provided by the
Lenders by way of loans, advances, subscription to debentures and other debt instruments
and guarantees, risk participation, take-out financing or any other form of credit
enhancement and shall include loan agreements, guarantee agreements, subscription
agreements, notes and any documents providing security for such financial assistance,
and includes amendments or modifications made thereto.
“Financial Close” means the date on which the Financing Documents providing for
funding by the Lenders have become effective and the Concessionaire has immediate
access to such funding under the Financing Documents.
“Force Majeure” or “Force Majeure Event” shall mean an act, event, condition or
occurrence specified in the Article 14.
“Good Industry Practice” means those practices, methods, techniques, standards, skill,
diligence and prudence which are generally and reasonably expected and accepted from a
reasonably skilled, prudent and experienced operator engaged in construction and
operation of projects akin to the Project. It would include good engineering practices in the
design, engineering, construction and project management which would be expected to
result in the performance of its obligation by the Concessionaire and in operation and
maintenance of the Facilities in accordance with this Concession Agreement, Applicable
Laws, and Clearances, reliability, safety, environment protection, economy and efficiency.
"Government Agency" means Government of India (GoI), Government of Uttarakhand

(GoUK) 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 Concessionaire, the Project Assets or
any portion thereof, or the performance of all or any of the services or obligations of the
Concessionaire under or pursuant to this Agreement.
"Implementation Period" means the period beginning from the Commencement Date and
ending on the COD.
“Independent Expert” means the engineer appointed under the provisions of Article 6.
“Indirect Political Event” shall have the meaning ascribed thereto in Clause 14.3.
“Keys” shall mean a room with maximum occupancy of two persons.
“Lender(s)” means financial institutions, banks, funds, trusts or trustees of the holders of
debentures or other securities their successors and assigns, who provide financial
assistance to the Concessionaire under any of the Financing Documents.
“Maintenance Manual” shall have the meaning ascribed to it in Clause 10.4.
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"Maintenance Programme" shall have the meaning ascribed to it in Clause 10.4.
“Material Adverse Effect” means consequences of events outside the control of the
Affected Party which (a) render any right vested in a Party by the terms of this Concession
ineffective, or (b) significantly impairs or frustrates the ability of any Party to observe and
perform in a timely manner its obligations under this Concession Agreement, or (c)
frustrates a material provisions of this Concession Agreement or any of the Project
Agreements.
“Material Breach” means a breach by either Party of any of its obligations under the
Agreement which has or is likely to have a Material Adverse Effect on the Project and
which such Party shall have failed to cure.
“Non-Political Event” shall have the meaning ascribed thereto in Clause 14.2.
"O&M" means the operation and maintenance of the Project during Operations Period
including but not limited to functions of maintenance, collection and retention of Fees and
performance of other services incidental thereto.
"O&M Contract" means the Operation and Maintenance Contract that may be entered
into between the Concessionaire and the O&M Contractor for O&M of the Project/Project
Facility.
"O&M Contractor" means the person or entity with whom the Concessionaire has entered
into an O&M Contract for discharging O&M functions for and on behalf of the
Concessionaire.
"O&M Expense" means expenses incurred by or on behalf of the Concessionaire, duly

certified by its Statutory Auditors for all regularly scheduled and reasonably anticipated
O&M during Operations Period, including, without limitation (a) all cost of salaries and
other employee compensation and contract fee payable to the O&M Contractor, if any, (b)
cost of materials, supplies, utilities and other services, (c) premia for insurance, (d) all
franchise, excise, property and other similar taxes and all costs and fees incurred in order
to obtain and maintain all Applicable Permits necessary for the O&M of the Project/Project
Facility at its full design capacity, (e) all repair, replacement and maintenance costs of the
Project/Project Facility, and (f) all other expenditures required to be incurred under
Applicable Law or under Applicable Permits necessary for the operation and maintenance
of the Project according to the Specifications and Standards at its full design capacity.
"Operations Period" means the period commencing from COD and ending at the expiry
of the Concession Period.
“Parties” means the parties to this Agreement collectively and “Party” shall mean any of
the parties to this Agreement individually.
“Performance Security” means the Performance Security for construction or

Performance Security for operation and maintenance as applicable in terms set out in
Schedule ‘J’.
“Person” means any natural person, firm, corporation, company, partnership, joint
venture, trust or other entity, having legal capacity to sue and be sued in its name.
“Project” means the project described in Schedule ‘A’ which the Concessionaire is
required to design, engineer, procure, finance, construct, operate, maintain and transfer in
accordance with the provisions of this Agreement.
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“Project Agreements” means, collectively, this Concession Agreement, the Financing

Documents, hire purchase agreements, sub‐license agreements/arrangements,
construction agreements and operation & maintenance agreements, in each case as
amended, supplemented or otherwise modified from time to time.
“Project Assets” means all tangible and intangible assets relating to the Project including,
but not limited to,
a. rights over the Project Site in the form of licence, sub‐licence, right‐of‐way or
otherwise,
b. tangible assets such as civil works and equipment including foundations, all buildings,
pavements, substructures and superstructures, bridges, movement and parking areas,
all internal and external services, drainage facilities, sign boards, HVAC works,
electrical works including sub‐station, and telephone and communication equipment,
rest areas and administrative office(s) at the project site
c. Project Facilities created on the Site
d. All rights of the Concessionaire under the Project Agreements/Documents
e. Financial assets, such as receivables, security deposits, cash and investments and
f. Insurance proceeds and
g. Applicable Permits and authorizations relating to or in respect of the Project.
"Project Completion Schedule” means the progressive Project milestones set forth in
Schedule ‘D’ for the implementation of the Project.
“Project Facilities”/“Facilities” means all the amenities and facilities required as basic
and support infrastructure for the Project for the optimal functioning thereof, including but
not limited to sewage and sanitation system, water supply, electricity distribution and
supply, paved roads and lanes, and specific equipment and facilities, situated on the Site,
as described in Schedule ‘C’.
“Project Site” means the land area earmarked for the development of the Project at
Project Site comprising a land area of Approx. 4,400 Sqm. However, the details of Project
Site has been laid down in Schedule ‘B’, wherein the Project/ Project Facility is to be
developed, constructed, implemented, established, operated, maintained and managed by
the Concessionaire in accordance with the provisions of the Agreement.
“Rs.” or “Rupees” or “₹” or “INR” refers to the lawful currency of the Republic of India.
"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, and in the absence of such rate, the
average of the prime lending rates for loans with 1 (one) year maturity fixed by the State
Bank of India and failing that any other arrangement that substitutes such prime lending
rate as mutually agreed between the Parties.
"Specifications and Standards" means the specifications and standards relating to the
quality, capacity and other requirements for the Project as set forth in Schedule ‘G’ and any
modifications thereof, or additions thereto as included in the design and engineering for the
Project submitted by the Concessionaire to, and expressly approved by the Authority.
“Statutory Auditors” means an Independent, recognized and reputable firm of the

chartered accountants duly licensed to practice in India acting as the Independent statutory
auditors of the Concessionaire under the provisions of Act including any statutory
modification or re‐enactment or replacement thereof, for the time being in force.
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“Substitution Agreement” means the agreement set out in Schedule ‘K’.
"Termination" means termination of this Agreement and the Concession hereunder

pursuant to a Termination Notice or otherwise in accordance with the provisions of this
Agreement but shall not, unless the context otherwise requires, include the expiry of this
Agreement/Concession due to expiry to the Concession Period in the normal course.
“Termination Date” means the date on which the Termination occurs which shall be the
date on which Termination Notice has been delivered or deemed to have been delivered
by a Party issuing the same to the other Party in accordance with the provisions of this
Agreement.
“Termination Notice” means the communication issued in accordance with this

Concession Agreement by a Party to the other Party for terminating this Concession
Agreement.
“Termination Payment” means the aggregate of the amounts payable by the Authority or
the Authority to the Concessionaire under this Agreement upon Termination including
Termination Payment receivable by the Concessionaire pursuant to Clause 14.4.
“Total Project Cost” means the lowest of the following:
a. The actual capital cost of the Project upon completion of the Project and mandatory
Project Facilities;
b. Total Project Cost as set forth in the Financing Documents;
c. a sum of ₹_______ (Rupees _____________ Only).
provided that in the event WPI increases, on an average, by more than [3% (three per
cent)] per annum for the period between the Proposal Date and Project COD, the
amount mentioned in (a) and (b) above shall be increased such that the effect of
increase in WPI, in excess of such [3% (three per cent)], is reflected in the Total
Project Cost;
provided further that in the event of Termination, the Total Project Cost shall be
deemed to be modified to the extent of variation in WPI or Reference Exchange Rate
occurring in respect of Adjusted Equity and Debt Due, as the case may be, in
accordance with the provisions of this Agreement;
provided also that the Total Project Cost shall not exceed the actual capital cost of the
Project upon completion of the Project;
“Users” means all the persons who use all or any one or more of the facilities, amenities,
utilities etc. established or provided in the Project under suitable arrangement entered into
by such persons with the Concessionaire / Concessionaire’s sub-lessees on terms and
conditions as stipulated from time to time by the Concessionaire’s sub-lessees in this
regard.
“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 the Agreement, for the purpose of rendering of services by the Concessionaire
and utilisation of the Project Facility of the Project by such users, or other Persons, at any
time and from time to time in relation to the Project.
“WPI’ means the wholesale price index published monthly by the Ministry of Industry, GOI
and shall include any index which substitutes the WPI.
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1.2 Principles of Interpretation

In this Concession 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 for modification or re-
enactment or consolidation applies or is capable of applying to any transactions
entered into hereunder;
b. Reference to laws of Government of Uttarakhand, laws of India or Indian Laws or
regulation having force of law shall include the laws, acts, ordinances, rules,
regulations, guidelines or byelaws which have the force of law in State of
Uttarakhand;
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, organisations or other entities (whether or not having a
separate legal entity);
d. The headings are for convenience and reference only and shall not be used in and
shall not affect, the construction or interpretation of this Agreement;
e. Terms and words beginning with capital letters shall have the meaning as defined in
this Agreement including the Schedules;
f. The words "include" and "including" are to be construed without limitation;
g. References to "construction" include, unless the context otherwise requires
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;
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. The Schedules of this Agreement form an integral part of this Agreement and will be
in full force and effect as though they were expressly set out in the body of this
Agreement;
l. 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;
m. 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;
n. Any Agreement, consent, approval, authorization, notice, communication, information
or report required under or pursuant to this Agreement from or by any Party shall be
valid and effective only if it is in writing under the hands of duly authorized
representative of such party, as the case may be, in this behalf and not otherwise;
o. 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; provided that if
the last day of any period computed under this Agreement is not a business day, then
the period shall run until the end of next business day.
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p. The damages payable by either Party to the other of them as set forth in this
Agreement, whether on per diem basis or otherwise, are mutually agreed genuine
pre‐estimated loss and damage likely to be suffered and incurred by the Party entitled
to receive the same and are not by way of penalty.
q. Unless expressly provided otherwise in this Agreement, any documentation required
to be provided or furnished by the Concessionaire to the Authority and/or the agency
or person appointed by the Authority shall be provided free of cost and in two copies,
and if the Authority and/or the person appointed by the Authority is required to return
any such documentation with their comments and/or approval, they shall be entitled
to retain two copies thereof.
1.3 Measurements and Arithmetic Conventions

All measurements and calculations shall be in metric system and calculations done in 2
decimals places, with the third digit of 5 or above rounded up and below 5 rounded down
except in Fee calculation which shall be rounded off to nearest Rupee.
1.4 Ambiguities within Agreement

In case of ambiguities or discrepancies within this Agreement, the following shall apply:
a. Between two Articles or more of this Agreement, the provisions of specific Article
relevant to the issue under the consideration shall prevail over those in other Articles;
b. Between the Articles and the Schedules, the Articles shall prevail, save and except as
expressly provided in the Articles or the Schedules;
c. Between the written description on the Drawings and the Specifications
And
Standards, the latter shall prevail;
d. Between the written description on the Drawing and the specific written dimension, the
latter shall prevail; and
e. Between any value written in numerals and that in words, the latter shall prevail.
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2 The Concession
2.1 Grant of Concession
2.1.1 Subject to and in accordance with the terms and conditions set forth in this
Agreement, the Authority hereby grants and authorises the Concessionaire to
plan, design, finance, engineer, construct, develop, equip, operate, maintain,
modernize and manage the Project and to exercise and/or enjoy the rights,
powers, privileges, authorisations and entitlements as set forth in this
Agreement, including but not limited to the right to levy, demand, collect and
appropriate user fee from the users for using the Project/ Project Facility or any
part thereof (collectively “the Concession”).
2.2 Concession Period

2.2.1 The Concession period shall be 60 (Sixty) Years from the date of signing of the
Contract which may be extended for a period of next 30 (thirty) years depending
upon the performance of the Concessionaire.
2.2.2 It is hereby made clear that:
a. In the event of the Concession Period being extended by the Authority beyond the
said period in accordance with the provisions of this Concession Agreement, the
Concession Period shall include the period/ aggregate period by which the
Concession is so extended, and
b. In the event of Termination, the Concession Period shall mean and be limited to
the period commencing from the Compliance Date and ending with the
Termination.
2.2.3 At the end of the Concession Period or sooner termination of this Agreement for
any reason whatsoever, all rights given under this Concession Agreement shall
cease to have effect and the Project with all the fixtures and other assets
permanently attached to the Project shall revert to the Authority without any
obligation of the Authority to pay or adjust any consideration or other payment to
the Concessionaire.
2.3 Acceptance of the Concession

2.3.1 The Concessionaire hereby accepts the Concession and agrees and undertakes
to implement the Project/provide Project Facility, and to perform/discharge all of
its obligations in accordance with the terms and conditions set forth in this
Agreement.
2.4 Project Site

2.4.1 The Authority hereby undertakes to handover to the Concessionaire physical
possession of the Project Site free from Encumbrance within 30 (thirty) days from
the date of this Agreement together with the necessary rights of way/way leaves
for the purpose of implementing the Project in accordance with this Agreement.
2.4.2 The Authority confirms that upon the Project Site being handed over pursuant to
the preceding Clause 2.4.1; the Concessionaire shall have the exclusive right to
enter upon, occupy and use the Project Site and to make at its costs, charges
and expenses such for development and improvements in the Project Site as
may be necessary or appropriate to implement the Project and to provide Project
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Facility subject to and in accordance with the provisions of this Agreement.
2.5 Use of the Project Site

2.5.1 The Concessionaire, subject to complying with the terms and conditions of this
Agreement, shall have the right of use of the Project Site during the Concession
Period in accordance with the terms of this Agreement and such right shall be
limited for the purposes mentioned in Agreement. The Concessionaire shall not
use the Project Site or the Project for any other purpose not intended herein.
2.6 Information about the Project Site

2.6.1 The information about the Project Site set out in Schedule ‘B’ in good faith and
with due regard to the matters for which such information is required by the
Concessionaire. The Authority agrees to provide to the Concessionaire, upon a
reasonable request, any further information relating to the Project Site, which the
Authority may now possess or may hereafter come to possess. Subject to this
the Authority makes no representation and gives no warranty to the
Concessionaire in respect of the condition of the Project Site.
2.7 Peaceful Possession

2.7.1 The Authority warrants that:
a. the Project Site together with the necessary right of way/ way leaves having been
acquired through the due process of law belongs to and vested in the Authority,
and that the Authority as full powers to hold, dispose of and deal with the same
consistent, interalia, with the provisions of this Agreement;
b. the Concessionaire shall have no obligation/liability as to payment of any
compensation whatsoever to or the rehabilitation and resettlement of any Person
from whom the Project Site or any part thereof had been acquired and that the
same shall be the sole responsibility of the Authority; and
c. the Concessionaire shall, subject to complying with the terms and conditions of
this Agreement, remain in peaceful possession and enjoyment of the Project Site
during the Concession Period. In the event the Concessionaire is obstructed by
any Person claiming any right, title or interest in or over the Project Site or any part
thereof or in the event of any enforcement action including any attachment,
distraint, appointment of receiver or liquidator being initiated by any Person
claiming to have any interest in/ charge on the Project Site or any part thereof, the
Authority shall, if called upon by the Concessionaire, defend such claims and
proceedings and also keep the Concessionaire indemnified against any direct or
consequential loss or damages which the Concessionaire may suffer, on account
of any such right, title, interest or charge.
2.8 Rights and Title over the Project Site

2.8.1 The Concessionaire shall have exclusive rights to the use of the Project Site in
accordance with the provisions of this Agreement and for this purpose it may
regulate the entry and use of the same by third parties.
2.8.2 The Concessionaire shall allow access to, and use of the Project Site/ Project
Facility for telegraph lines, electric lines or such other public purposes as the
Authority may specify, provided that such access or use does not result in a
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Material Adverse Effect or closure of Project Facility for a period exceeding 120
(one hundred twenty) days and that the Authority undertakes to ensure that the
Project Facility is restored at the cost and expenses of the Authority as per the
Specifications and Standards. Where such access or use causes any loss of Fee
to the Concessionaire, the Authority shall compensate the Concessionaire for
such loss of User Charges by increasing the Concession Period suitably.
2.8.3 The Concessionaire shall not part with or create any Encumbrance on the whole
or any part of the Project Site save and except as set forth and permitted under
this Agreement provided however that nothing contained herein shall be
construed or interpreted as restriction on the right of the Concessionaire to
appoint any Contractor for the performance of its obligations hereunder including
for operation and maintenance of all or any part of the Project / Project Facility.
2.9 Clearance& Permissions

2.9.1 The Concessionaire shall, however, apply for and obtain any other Applicable
Permits as listed in Schedule ‘L’ that may be necessary or required for the
Project under any Applicable Laws.
2.10 Consideration to the Authority

2.10.1 Annual Concession Fee
a. In consideration of the rights, privileges and interests granted by the Authority to
the Concessionaire in terms of this Agreement, the Concessionaire shall pay to
the authority an Annual Concession Fee (ACF) of INR 2.50 crores (Two Crores
Fifty Lakhs only) excluding GST as applicable every year.
b. The Annual Concession Fee shall be increased every three years, at the rate of
3% (three percent), over the previous ACF.
c. The first payment of such Annual Concession Fee will fall due after moratorium
period of three years from the date of signing of Concession Agreement.
Thereafter, Annual Concession Fee shall increase by 3% in every three years and
payment shall be due and payable by the Concessionaire to every year on the
anniversary of the date of signing of this agreement. Failure to pay the Annual
Concession Fee on due date shall attract liquidated damages. If the Annual
Concession Fee payment remains unpaid for a period of two (2) months from the
due date, the Authority shall impose non-refundable penalty of INR 2 Lakhs per
month maximum up to ten (10) months. If the Annual Concession Fee remain
unpaid even after ten (10) months of due date the authority shall forfeit the
Performance Security mentioned in RFP Clause 1.2.4 (iii) (b) and terminate the
agreement as per the provision of Clause No15.1.1.6 of this Agreement.
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3 Performance Security
3.1 Performance Security
3.1.1 For due and punctual performance of its obligations under the Agreement,
relating to the Project, the Concessionaire shall deliver to the Authority before
signing of this Concession Agreement an irrevocable and unconditional
guarantee for a sum equivalent to INR 6.00 Crores (Six Crores only) in form set
forth in Schedule - J (the “Performance Security”) as per 1.2.4 (iii) of RFP.
3.1.2 The Performance Security as per 1.2.4 (iii) (b) of RFP shall be issued by a
Scheduled Commercial Bank in India in favour of CEO, Uttarakhand Tourism
Development Board payable at Dehradun. The Performance Security shall be
valid for a period of 05 (Five) years and shall be renewed every year thereafter
for the entire period of the Concession Agreement, at least 30 (thirty) days prior
to the date of expiry of the Bank Guarantee. All charges, fees, costs and
expenses related to the Bank Guarantee shall be borne and paid by the
Concessionaire. The Concessionaire undertakes and warrants to the Authority
that the bank guarantee furnished as above shall be unconditional and
irrevocable and shall continue to be effective and enforceable for 6 (six) months
after the expiry of the Concession Period.
3.1.3 If the Agreement is terminated due to any event other than a Concessionaire
Event of Default, the Performance Security shall, subject to the Authority’s right
to receive or recover amounts, if any, due from the Concessionaire under the
Agreement, be duly discharged and released to the Concessionaire.
3.1.4 The Performance Security shall be forfeited in the case of default as per clause
15 of this agreement.
3.2 Fresh Performance Security

3.2.1 Upon occurrence of Concessionaire Event of Default, the Authority shall, without
prejudice to its other rights and remedies hereunder or in law, be entitled to
encash and appropriate 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 the
Performance Security, in case of partial appropriation, to its original level before
such encashment or appropriation of and in case of appropriation of entire
Performance Security to provide a fresh Performance Security and the
Concessionaire shall, within the time so granted replenish or furnish to a fresh
Performance Security as aforesaid, failing which the The Authority shall
be entitled to terminate the Agreement.
4 User Charges
4.1 Levy, Collection and appropriation of User Charges
4.1.1 The Concessionaire may determine the tariff structure for different categories of
Keys and other services in such manner as it deems fit; provided however, that
such tariffs shall not be combined with any facility or service that is not directly
connected with the Project.
4.1.2 The Concessionaire may levy and recover an additional service charge for and in
respect of any facility or service as it may deem fit.
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4.2 Revision of User Charges

4.2.1 The Concessionaire may offer such special discounted tariffs or charges to any
individual or class of clients as it may deem necessary for promotion of its
business.
4.3 User Charges payable by the Authority

4.3.1 The Authority may, by notice of at least [2 (two)] days, require the
Concessionaire to provide up to [4 (four)] Keys for use of the Authority or of
persons nominated by it. Provided, however, that the Authority may require the
Concessionaire to provide up to [6 (six)] Keys and other common facilities, such
as conference hall and dining room, with a notice of at least [30 (thirty)] days.
The tariff payable by the Authority shall be computed with references to the
lowest tariff payable for the concerned Keys and facilities on any day during the
immediately preceding 3 (three) months.
Provided further that in the event that the Concessionaire is unable to provide
the Keys and/or facilities specified in this Article 4.3.1, it shall procure and
provide similar Keys and/or facilities in an equivalent or superior nearby hotel,
upon prior approval from the Authority, at its own cost and expense, and may
recover tariffs and charges therefore from the Authority at the tariff specified
earlier in this clause 4.3.1.
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5 Obligations & Undertakings

In addition to and not in derogation or substitution of any of the obligations set out elsewhere in this
Agreement, the Parties agree and undertake as under:
5.1 General Obligations of the Concessionaire

The Concessionaire shall at its own cost and expense:
I. Take over the possession of the Project Site from the Authority, provided it is being
delivered in accordance with the provisions of this Concession Agreement and safeguard
and use the Project Site solely for the purpose of discharging its obligations under this
II. Obtain any and all permits, necessary approvals, clearances and sanctions from the
Competent Authority, for building plans, infrastructure facilities including power, water
supply, drainage & sewerage, firefighting, telecommunications etc., as and when they
may be required, for the Concessionaire and its employees to perform their obligations
under this Concession Agreement;
III. Comply and observe at all times with all Applicable Permits, approvals and applicable
laws, norms/ standards in the performance of its obligations under this Agreement
including those being performed by any of its Contractors;
IV. Make all necessary arrangements for procurement and required finance for the Project.
V. Demolish the existing structure at the site without causing any damage to the adjacent
properties.
VI. Concessionaire will submit to UTDB the scrap value of the existing structure (including
demolition cost) duly verified by the professional authorised for valuation by the
government.
VII. Dispose the debris of the existing structure through auction as per the prevailing Rules
and deposit the 70% amount to UTDB before commencement of construction period.
Concessionaire shall keep the remaining 30% amount received from auction of
Scraps/Debris the of the existing structure.
VIII. Prepare Maps/Designs and Drawings of the proposed structure and submit to the
Authority for approval within 30 days from signing of the contract.
IX. Get the Maps/Designs and Drawings approved from Competent Authorities like Haridwar
Development Authority (HDA) and Local Urban Bodies.
X. Submit to the Authority Procurement Plan, Construction Schedule, Construction
Methodology, Quality Assurance Plan,
XI. Ensure that the commercial area has been constructed at the Project Site as per
conceptual plans;
XII. Ensure that the Project shall be used for the intended purpose only as agreed between
the Parties.
XIII. Shall have the right to sub-licence the use of commercial area of the Project, during the
subsistence of this Concession Agreement only with a clear stipulation that sub-licence
granted shall terminate simultaneously with the termination of this Concession Agreement
including any sooner determination of the Concession Period for any reason whatsoever.
All contracts, agreements or arrangements with sub-licensees shall specifically stipulate
this covenant of termination of the sub-licence rights and further that the sub-licensee
shall not have any claim whatsoever against the Authority for any such termination. The
Concessionaire shall prepare a draft standard format of the sub-licence arrangement/
agreement and obtain approval of the draft standard format from the Authority which the
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Concessionaire will be required to sign with the sub-licensee for the use of the
commercial area of the Project. The Concessionaire shall furnish the copy of such
agreement/ arrangement to the Authority.
XIV. Shall ensure that the use of the Project Site is restricted to the Schedule ‘A’.
XV. Submit to the Authority certified true copies of each of the Project Agreements and any
further replacement, amendment or modifications within 7 (seven) days of their execution.
XVI. To be responsible for safety, soundness and durability of the Project, including other
structures, services forming part thereof and their compliance with the local building
byelaws.
XVII. To ensure that no structural damage is caused to the surrounding structures at the
Project Site as a result of Concessionaire’s activities or any of its agents, contractors,
tenants etc.
XVIII. Submit “Structural Safety Certificate” of the proposed Project from competent
structural engineer before the commencement of commercial activities. The
Concessionaire shall ensure that the certificate is also counter certified/ signed by the
Independent Expert.
XIX. To pay at its own cost all applicable existing and future taxes/ charges/ fees/ levies
including the property tax, GST, stamp duty, registration charges and any other legal
documentation charges, if any, in respect of the said Project, including Project Site, as
applicable.
XX. To duly supervise, monitor and control the activities of Contractors, subcontractors, their
employees and agents under their respective Project Agreements as may be necessary.
XXI. To ensure harmony and good industrial relations amongst the personnel employed in
connection with the performance of the Concessionaire’s obligations under this
Agreement.
XXII. To obtain and maintain in force all insurance in accordance with the provisions of this
Agreement and Good Industry Practice.
XXIII. To take all reasonable precautions for the prevention of accidents on or about the Project/
Project Site and provide all reasonable assistance and emergency medical aid to
accident victims.
XXIV. Not to permit any contractor, sub-contractors or other person, claiming through or under
the Concessionaire, to create or place any Encumbrances or security interest over all or
any part of Project Site or the Project Assets or on any rights of the Concessionaire
therein or under this Agreement, save and except as expressly permitted in this
Agreement.
XXV. To ensure that such Project Site remains free from all encumbrances, encroachments
and trespass during the entire Concession Period.
XXVI. To provide all assistance to the Independent Expert/ expert/ independent auditor/
arbitrator as it may require for the performance of their duties and services.
XXVII. At all times, to afford access to the Project Site to the authorized representatives of
Authority, Lenders, other persons duly authorized 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.
XXVIII. To remain solely and primarily responsible to Authority for observance of all the
provisions of this Concession Agreement on behalf of the Concessionaire, its employees
and representatives and further on behalf of the sub-licensees, their employees and
agents and any person acting under or for and on behalf of the Concessionaire or the
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sub-licensees, the sub-contractor as fully as if they were the acts or defaults of the
Concessionaire, its agents or employees.
XXIX. To remain liable for and to indemnify, protect, defend and hold harmless Authority,
Authority’s officers, employees and agents from and against any and all demands, claims,
suits and causes of action and any and all liability, costs, expenses, settlements and
judgments arising out of the failure of the Concessionaire to discharge its obligations
under this Article and to comply with the provisions of Applicable Laws and Applicable
Permits.
XXX. To acknowledge and recognize that time is of the essence of this Agreement and that the
performance of its obligations shall be construed accordingly.
XXXI. To remain at all times, responsible and liable for all its obligations under this Agreement
notwithstanding anything contained in any other agreement, and no default under any
agreement shall excuse the Concessionaire from its obligations or liability hereunder.
XXXII. The Concessionaire may undertake development of Project by itself or through one or
more contractors possessing requisite technical, financial and managerial
expertise/capability; but in either case, the Concessionaire shall remain solely responsible
to meet the scope of work as mentioned in this Agreement.
XXXIII. The Concessionaire shall make timely and due payment of the ACF at all time during the
Concession period.
XXXIV. The Concessionaire shall timely furnish the Performance Security/ O&M Security as per
the terms of the Concession Agreement.
XXXV. The Concessionaire shall timely make good the shortfall in the Performance Security/
O&M Security.
5.2 Obligations of the Concessionaire during Implementation Period

5.2.1 The Concessionaire shall, before commencement of construction of the Project;
I. Submit, 2 (two) copies each (soft/ hard) of the detailed design, including
Architectural Plans, Structural Drawings, all internal and estate services of the
Project to the Independent Expert;
II. have requisite organisation and designate and appoint suitable officers/
representatives as it may deem appropriate to supervise the Project and to deal
with the Independent Expert/the Steering Group and to be responsible for all
necessary exchange of information required pursuant to this Agreement;
III. shall open a dedicated bank account at the time of signing of the Concession
Agreement and all the transaction during construction period shall be done
through the dedicated account only. UTDB has right to review the statement of the
account any time during construction period.
5.2.2 Carry out the Works strictly in accordance with the provisions of this Concession
Agreement, the Technical Requirements, Performance Standards, the Project
Implementation Schedule and the Schedules of this Concession Agreement, and
all works not mentioned in this Concession Agreement but which may be inferred
to be necessary for safe, reliable and efficient construction and operation of the
Works;
5.2.3 Undertake to complete the construction within the specified Construction Period,
provided that the Concessionaire shall not be in breach of this Clause 5.2.3 if
any non-fulfilment or the delay in fulfilment of its obligation are caused by (i) the
occurrence of an event of Force Majeure or (ii) any other act or omission of the
Authority in contravention of its obligations under this Concession Agreement;
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5.2.4 Furnish the Authority with the "As Built Drawings" of the Project within 30
(thirty) days of the completion of the Construction of the Project;
5.2.5 Carry out its obligations/duties with regard to the operation and maintenance of
the Project in accordance with the Schedules to this Concession Agreement. The
obligations shall include all work which is necessary to satisfy the Schedules,
Technical Requirements and Performance Standards or is implied by this
Concession Agreement, or arises from any obligation of the Concessionaire, and
all duties not mentioned in this Concession Agreement, but which may be
inferred to be necessary for the safe, reliable and efficient operation of the
Project;
5.2.6 Operate and maintain the Project and all its components, including maintaining
necessary records, for the periods stipulated herein after, as per the Technical
Requirements and Performance Standards set out, and shall remedy any defects
within the Concession Period. The Concessionaire shall provide all
superintendence, labour, plant, materials, equipment, and all such other things
for such operation (including Tariff collection) and maintenance (including
remedying of defects).
5.2.7 Take full responsibility for the adequacy, stability and safety of all Project Site
operations, of all methods of construction, operation and maintenance of the
Project, irrespective of any approval or consent by the Authority.
5.3 Obligations of the Authority

The Authority shall:
I. Hand over the physical possession of Project Site together with necessary right of way/
way leaves to the Concessionaire within 30 (thirty) days from the date of this Agreement,
free from any Encumbrance;
II. Grant in a timely manner all such approvals, permissions and authorisations which the
Concessionaire may require or is obliged to seek from the Authority in connection with
implementation of the Project and the performance of the Concessionaire’s obligations
under this Agreement;
III. Subscribe to the Substitution Agreement within 15 (fifteen) days of intimation by the
Concessionaire regarding Financial Close;
IV. Ensure peaceful use of the Project Site by the Concessionaire under and in accordance
with the provisions of this Agreement without any let or hindrance from the Authority or
persons claiming through or under it;
V. Assist the concessionaire in expediting the process of permission and approvals from the
Development Authority. However, such request has to be expressly be made by the
concessionaire in writing.
VI. Observe and comply with all its obligations set forth in this Agreement.
5.4 Minimum Equity requirements

a. The aggregate shareholding of the JV Members (in case of JV) or Associate/s (in case
of Individual Bidder) in the issued and paid up equity share capital of the
Concessionaire (here the term “Concessionaire” connotes the special purpose
company as formed by the JV Members or the individual Bidder) shall be not less than:
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(i) 51% (fifty-one percent) till a period of five years from the Commercial
Operation Date of the Project or issuance of Construction Completion
Certificate (i.e. the Lock in Period);
(ii) 26% (twenty-six percent) till the Transfer Date/issuance of Concession
Agreement Completion Certificate.
b. All other members of the JV shall legally and beneficially hold not less than 26%
(twenty-six percent) of the paid-up equity capital of the Concessionaire till the fifth
anniversary of the Project Construction Completion Date.
c. At no stage shall any change in the Equity Components / shareholding patterns be
made by the JV Members or by any of the Associates without obtaining prior approval
from the Authority. On an application made for the purpose, the Authority may permit
the change of equity components / shareholding patterns, provided that the
Concessioning Authority is satisfied that the proposed changes shall be in the interest
of the implementation of the Project in future and would not be detrimental to any of
the rights or interests of the Authority. However, no such change in the equity
components / shareholding pattern shall be permitted by the Authority, which would
make the JV members non-compliant with Clause 5.4 (a) and 5.4 (b) above.
6 Independent Expert
6.1 Independent Expert
The Authority shall appoint, no later than [90 (ninety)] days from the Execution Date, a
third-party agency (the “Independent Expert”) for the Concession Period. Provided that
the Authority shall have the right to appoint any of its agencies or departments to monitor
the Project until the Independent Expert is appointed in accordance with this Clause 6.1.
The provisions of this Agreement with respect to the Independent Expert shall apply
mutatis mutandis to such agency or department until the Independent Expert is appointed
in accordance with the provisions of Schedule E and this Clause 6.1 and such provisions
shall be repeated after expiry of each appointment.
6.2 Duties and functions

a. The Independent Expert shall discharge its duties and functions substantially in
accordance with the terms of reference set forth in Schedule E.
b. The Independent Expert shall submit regular periodic reports at least [once every
month] to the Authority in respect of its duties and functions set forth in Schedule E.
c. A true copy of all communications sent by the Authority to the Independent Expert and
by the Independent Expert to the Authority shall be sent forthwith by the Independent
Expert to the Concessionaire.
d. A true copy of all communications sent by the Independent Expert to Concessionaire
and by the Concessionaire to the Independent Expert shall be sent forthwith by the
Independent Expert to the Authority.
6.3 Authorised signatories

The Authority shall require the Independent Expert to designate and notify to the Authority
and the Concessionaire up to 2 (two) persons employed in its firm to sign for and on behalf
of the Independent Expert, and any communication or document required to be signed by
the Independent Expert shall be valid and effective only if signed by any of the designated
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persons; provided that the Independent Expert may, by notice in writing, substitute any of
the designated persons by any of its employees.
6.4 Remuneration
The remuneration, cost and expenses of the Independent Expert shall be paid by the
Authority.
6.5 Termination
The Authority at its discretion may, terminate the services of the Independent Expert at any
time.
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7 Steering Group
7.1 Constitution
The Authority shall through an office order, constitute a Steering Group comprising of a
representative each of the Authority and the Concessionaire within 30 (thirty) days of this
Agreement.
7.2 Functions
The Steering Group shall hold meetings at least once every 3 (three) month to review the
progress during the Implementation Period and every 6 (six) month during the Operations
Period. The representative of the Authority shall act as the Chairman of the Steering
Group. The Steering Group shall carry out such functions and exercise such powers as are
prescribed / conferred under this Agreement.
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8 Drawings
8.1 Preparation of Drawings
The Concessionaire shall, at its cost, charges and expenses, cause Drawings to be
prepared in accordance with the Specification and Standards. The Concessionaire may, for
this purpose, adopt with or without any modifications the Drawings, if any, made available
by the Authority, provided, notwithstanding such adoption, the Concessionaire shall be
solely responsible for the adequacy of the Drawings.
8.2 Review and Approval of Drawings

8.2.1 The Concessionaire shall promptly and in such sequence as is consistent with
the Project Completion Schedule, submit a copy each of all Drawings to the
Independent Expert.
8.2.2 By forwarding the Drawings to the Independent Expert pursuant to Clause 8.2.1
above, the Concessionaire represents that it has determined and verified that the
design and engineering including field construction criteria related thereto are in
conformity with the Specifications and Standards.
8.2.3 Within 15 (fifteen) days of the receipt of the Drawings, Independent Expert shall
review the same taking into account and convey its comments/observations, if
any, thereon to the Concessionaire with particular reference to the conformity or
otherwise with the Specifications and Standards. It is expressly agreed that
notwithstanding any review or failure to review by the Independent Expert or any
comments/observations of the Independent Expert, the Authority shall not be
liable for the adequacy of the Drawings and that the Concessionaire shall solely
be responsible therefore and shall not be relieved or absolved in any manner
whatsoever of its obligations, duties and liabilities as set forth in this Agreement.
8.2.4 If the comments/observations of Independent Expert indicate that the Drawings
are not in conformity with the Specifications and Standards, such Drawings shall
be revised by the Concessionaire to the extent necessary and resubmitted to
Independent Expert for further review. Independent Expert shall give its
observations and comments, if any, within 15 (fifteen) days of the receipt of such
revised Drawings. Provided, however, that any observations or comments of
Independent Expert or failure of Independent Expert to give any observations or
comments on such revised Drawings shall not relieve or absolve the
Concessionaire of its obligation to conform to such Specifications and Standards.
8.2.5 If the Independent Expert does not object to the Drawings submitted to it by the
Concessionaire within a period stipulated in above Clauses 8.2.3 or 8.2.4 as
applicable, the Concessionaire shall be entitled to proceed with the Project
accordingly.
8.2.6 The Concessionaire shall be responsible for delays in Project Completion and
consequences thereof caused by reason of any Drawings not being in conformity
with the Specifications and Standards and shall not be entitled to seek any relief
in this regard from the Authority.
8.2.7 Within 90 (ninety) days of the COD, the Concessionaire shall furnish to the
Authority three copies of "as built" Drawings duly vetted by the Independent
Expert reflecting the Project as actually designed, engineered and constructed.
8.2.8 This Article shall also be applicable if any new Works, strengthening,
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rehabilitation of any part of the Project are carried out during the Operation and
Maintenance Period. The Concessionaire shall keep one set of Final Drawings at
Project Site for the entire Concession Period.
8.2.9 If the Concessionaire desires to use any designated device, materials or any
process covered by letters of “Patents” or “Copyrights”, the right for such use
shall be secured by the Concessionaire by suitable legal arrangements and
agreements with the Patents’ owner. A copy of the agreement shall be filed with
the Authority.
8.2.10 Except where otherwise stated in this Concession Agreement, the
Concessionaire shall pay all tonnage, levies, cess, royalties, rent and other
payments or compensation, if any, for Plant and Machinery or other materials
required for the Works.
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9 Project Implementation
9.1 Execution
All Works shall be executed in the manner set out in this Concession Agreement. Where
the manner of execution is not set out in this Concession Agreement, the Works shall be
executed under the instructions of the Independent Expert during the Construction Period
and the Authority during the Operation and Maintenance Period, in a proper, workmanlike
and careful manner and as per Good Industry Practice, with properly equipped facilities
and non‐hazardous materials.
9.2 Inspection
9.2.1 The Authority and Independent Expert shall be entitled, during fabrication,
construction or preparation at any places where Works are being carried out, to
inspect, examine and test the materials and workmanship, and to check the
progress thereof of all Works under this Concession Agreement. The
Concessionaire shall give the Authority and Independent Expert full opportunity
to inspect, examine, measure and test any Works on Project Site or wherever
being carried out.
9.2.2 The Concessionaire shall give due notice to the Authority and Independent
Expert whenever such Work is ready. The Independent Expert and the Authority
shall then respond to the Concessionaire with its intention to either carry out the
inspection, examination, measurement or testing within 14 (fourteen) days, or
notify that it is considered unnecessary. If the Concessionaire fails to give such
notice, it shall, when required by the Independent Expert, uncover such work and
thereafter reinstate and make good at Concessionaire’s own cost.
9.2.3 If the Independent Expert or the Authority fails to respond to the
Concessionaire’s notice within 14 (fourteen) days of receiving the notice, it shall
be deemed to imply that they do not consider it necessary to inspect the Works
mentioned in the notice.
9.3 Testing during Construction Period

9.3.1 If the Authority or the Independent Expert requires Tests at any time during the
Construction Period, the Concessionaire shall provide all documents and other
information necessary for testing and other such assistance, labour, materials,
electricity, fuel, stores, apparatus and instruments as are necessary to carry out
such tests efficiently. The Concessionaire shall provide engineering support and
technical know-how as the Authority or the Independent Expert shall reasonably
request for the purpose of the Tests.
9.3.2 The Concessionaire shall provide sufficient and suitably qualified and
experienced staff to carry out such Test.
9.3.3 The Concessionaire shall promptly forward to the Independent Expert duly
certified reports of the Tests. If the Independent Expert has not attended the
Tests, he shall accept the readings as accurate. When the specified Tests have
been passed, Independent Expert shall endorse the Concessionaire's Test
certificate, or issue a confirmation to it to that effect and intimate Authority
forthwith.
9.3.4 The Authority is entitled to insist for the Concessionaire to carry out any Tests of
any type, as it deems fit. If such Tests are not in accordance with general Good
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Industry Practices, then the Authority may carry out the tests and the Cost of
which shall be borne by the Concessionaire.
9.4 Rejection
9.4.1 If, as a result of inspection, examination or testing under Clause 9.3, the
Independent Expert decides that any plant, materials, design or workmanship is
defective or otherwise not in accordance with this Concession Agreement, the
Independent Expert may reject such plant, materials, design or workmanship and
shall notify the Concessionaire within 7 days recording clearly his reasons
thereof.
9.4.2 9.4.2 The Concessionaire shall then, within the time permitted by the
Independent Expert, make good the defect and ensure that the rejected item or
work complies with this Concession Agreement. If Independent Expert requires
such plant, materials, design or workmanship to be re-tested, all such Tests shall
be repeated under Clause 9.14 at the cost of the Concessionaire.
9.5 Ownership
Each item of Plant and Machinery and the Materials shall be the property of
Concessionaire till the expiry of the Concession Period or upon the premature termination
of this Concession Agreement. The Concessionaire shall assume full responsibility for the
Plant and Machinery, Materials and Works at the Project Site.
9.6 Commencement
9.6.1 The rights and obligations of the Parties under this Concession Agreement shall
commence from the Proposal Acceptance Date. Any Works of whatever nature,
which the Concessionaire elects to carry out prior to the Proposal Acceptance
Date including investigations, surveys, design, etc. shall be entirely at the risk
and Cost of the Concessionaire.
9.6.2 The Concessionaire shall not be permitted to commence work on any part of the
Project Site prior to the issuance of the "Letter of Award".
9.6.3 Any delay on the part of the Authority (unless such delay is contributed by the
Concessionaire) in the completion of the Conditions Precedent shall be deemed
to be a delay in commencement of the Project.
9.7 Time for Completion

The development of the Project shall be in accordance with the “Time for Completion of
Construction”, provided that this period, as stated, may be extended in accordance with
Clauses 9.9 and 9.10.
9.8 Delays Caused by Competent Authorities

If the following conditions apply:
i. The Concessionaire has diligently followed the procedures laid down by the
Competent Authorities and under Applicable Laws, and
ii. The Competent Authorities delay, impede or prevent the Concessionaire from
complying with the Time of Completion of Construction or any revision thereof;
then any such delay will be considered as a cause of delay giving an entitlement to
extension of time under Clause 9.9.
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9.9 Extension of Time

9.9.1 The Concessionaire may apply for an extension of the Time for Completion of
Construction if it is or will be delayed either before or after the Time for
Completion of Construction, by any of the following causes:
i. A Force Majeure event;

ii. A cause of delay giving an explicit and express entitlement to extension of time
under any Articles in this Concession Agreement, unless the Concessionaire has
not complied with such Article;
iii. Any delay, impediment or prevention by the Authority;
iv. Any delay caused by Competent Authorities under Clause 9.8 above.
Provided that the Concessionaire shall at all times use its best endeavours to
minimize any delay in the performance of its obligations under this Concession
Agreement, whatever may be the cause of such delay.
9.9.2 If the Concessionaire intends to apply for an extension of the Time for
Completion of Construction, the Concessionaire shall give notice to Independent
Expert and the Authority of such intention as soon as possible and in any case
within 28 (twenty-eight) days of the start of the event giving rise to any such
delay, together with any other notice required by this Concession Agreement and
relevant to such cause. Any such notice shall state the extent of the actual and
anticipated delay and its anticipated effect on the Time for Completion of
Construction, and shall specify the steps the Concessionaire proposes to take to
minimize such delay. The Concessionaire shall keep such records as may be
necessary to substantiate any application, either on the relevant Project Site or at
another location acceptable to Independent Expert and the Authority, and such
other records as may reasonably be requested by the Authority and the
Independent Expert. The Concessionaire shall provide and permit the Authority
and the Independent Expert to inspect all such records.
9.9.3 Within 28 (twenty-eight) days of the first day of such delay (or such other period
as may be agreed by the Authority), the Concessionaire shall submit full
supporting details of its application. Except that, if the Concessionaire cannot
submit all relevant details within such period because the cause of delay
continued for a period exceeding 7 (seven) days, the Concessionaire shall
submit interim details at intervals of not more than 28 (twenty-eight) days (from
the first day of such delay) and full and final supporting details of its application
within 21 (twenty-one) days of the last day of delay.
9.9.4 Provided that the Concessionaire has complied with this Clause 9.9.4, the
Authority shall proceed in accordance with Clause 5.3 to determine either
prospectively or retrospectively such adjustment as may be due, taking into
account all relevant circumstances. The Authority shall notify the Concessionaire
accordingly. When determining each extension of time, the Authority shall review
its previous determinations and may revise, but shall not decrease, the
extension, and provided that the extension of time is not a consequence of any
negligence, default or breach of Concession Agreement by the Concessionaire
or those for whom it is responsible.
9.9.5 The Concessionaire shall not be entitled to an extension of the Time for
Completion of Construction, to the extent that the delay in respect of which the
extension of time is requested is attributable to any negligence, default or breach
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of this Concession Agreement by the Concessionaire or those for whom it is

responsible, as determined by the Independent Expert.
9.10 Progress
9.10.1 If at any time, the Concessionaire's actual progress falls behind the Project
Implementation Schedule referred to in Schedule ‘D’, or it becomes apparent
that it will so fall behind, the Concessionaire shall submit to the Authority and
Independent Expert a revised Project Implementation Schedule taking into
account the prevailing circumstances. The Concessionaire shall, at the same
time, notify the Authority and the Independent Expert of the steps being taken to
expedite progress so as to achieve completion within the Time for Completion of
Construction as specified under Clause 9.7.
9.10.2 If the revision of the Project Implementation Schedule is necessitated due to any
default, negligence or oversight of the Concessionaire, the Concessionaire shall
be responsible, to take all further steps for the rectification and revision of the
programme and the underlying Works at its cost.
9.10.3 Notwithstanding anything to the contrary in this Clause 9.10.3, a revision in the
Project Implementation Schedule that results in the extension of the Time for
Completion of Construction will become effective only after it has been approved
in writing by the Authority.
9.11 Delay in Completion

9.11.1 If the Concessionaire delays Completion of Construction beyond the Time for
Completion of Construction and if in the opinion of the Independent Expert, such
delay is caused by any negligence, default, or failure of the Concessionaire, no
extension of Time for Completion of Construction shall be given by the Authority.
In such a case the duration of the Concession Period shall also not be adjusted
and the Concessionaire shall be solely responsible for the corresponding
reduction of the period for which the Project is used and any reduction in
revenue as a consequence thereof.
In case the Concessionaire fails to complete the Works within the Time for
Completion of construction, the Authority shall issue a notice to the
Concessionaire to complete the construction within such reasonable time as will
be specified in the notice and shall also be asked to pay damages. If the
Concessionaire fails to complete construction of the Works within the time
specified in the notice the Authority may proceed to terminate the Concession
Agreement in accordance Article 15.
9.12 Notice to Test

9.12.1 As soon as construction of the Works is, in the opinion of the Concessionaire,
substantially complete, the Concessionaire shall so notify the Authority and the
Independent Expert that the Concessionaire is ready to conduct Tests to
demonstrate that the Works have been completed in accordance with the
specifications and standards and provisions of this Concession Agreement.
9.13 Tests on Completion

9.13.1 Before commencement of the Tests, the Concessionaire shall ensure that it has
provided the Independent Expert with all required documents. The provisions of
Clause 9.3 shall be applicable mutatis mutandis to the carrying out of the Tests
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under this Article. The Concessionaire shall give to the Independent Expert not
less than 28 (twenty-eight) days' notice of its intent to carry out the Tests. Unless
otherwise agreed, such Tests shall be carried out within 14 (fourteen) days after
this date, or on such day or days as the Independent Expert shall instruct.
9.13.2 The Tests shall include checking of construction records, documents and
drawings, trial runs, checks of profiles and levels, or any other Tests that may be
reasonably necessary to confirm that the Works meet the Technical
Requirements/ standards. The Independent Expert shall draw up a detailed list of
Tests, along with the acceptable standards to be carried out by the
Concessionaire and shall furnish the same to the Concessionaire within 14
(fourteen) days of the receipt of the Concessionaire’s intention to carry out the
Tests.
9.13.3 The Independent Expert shall monitor the results of the Tests to determine the
compliance of the Project with the standards and Technical Requirements. The
Concessionaire shall provide the Independent Expert and the Authority with the
copies of all Test data and Test results.
9.13.4 The results of the Tests on Completion shall be compiled and evaluated by the
Independent Expert. Upon the Independent Expert determining the Tests to be
successful, the Independent Expert shall issue the Construction Completion
Certificate in accordance with Clause 9.16.
9.13.5 If the Independent Expert certifies that it is unable to issue the Completion
Certificate or Provisional Certificate because of events or circumstances which
excuse the performance of the Concessionaire's obligations in accordance with
this Agreement and as a consequence thereof the Tests could not be held or had
to be suspended, the Concessionaire shall re-schedule the Tests and hold the
same as soon as reasonably practicable.
9.13.6 The Concessionaire shall bear all the expenses relating to Tests under this
Agreement.
9.14 Re-Testing
9.14.1 If the Independent Expert is not satisfied with the results of any Tests, it shall
within 7 (seven) days thereof notify the Concessionaire of such conclusion
stating the reasons for such dissatisfaction. In such an event Clause 9.4 shall
apply and the Independent Expert may require such failed Tests and the Tests
on Completion of any related work, to be repeated under the same terms and
conditions.
9.15 Failure to Pass Tests

9.15.1 If the Works or parts thereof, fail to pass the Tests on completion repeated under
Clause 9.14, the Independent Expert shall be entitled to:
i. Order further repetition of Tests on completion under Clause 9.14, in which

case the Concessionaire shall be obliged to carry out such adjustments,
repairs, replacements and/or modifications as may be required to ensure that
the Works or part achieve the requirements; or
ii. Reject the Works or part (as the case may be), if the Construction
Completion Certificate could not be issued within 90 (Ninety) days from the
date the Concessionaire had notified the Independent Expert about the actual
date of the first Test pursuant hereto for reasons attributable to the
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Concessionaire, in which event, the Authority shall have the same remedies
against the Concessionaire as are provided under Clause 15.1.1.
9.16 Construction Completion Certificate

9.16.1 The construction work in this Concession Agreement shall not be considered to
be completed until the Construction Completion Certificate has been signed by
the Independent Expert and delivered to the Authority and the Concessionaire,
stating that the Concessionaire has completed its construction obligations under
the Concession Agreement to the Independent Expert's satisfaction.
9.16.2 The Construction Completion Certificate shall be given by the Independent
Expert within 28 (twenty-eight) days after:
i. The Concessionaire has provided all the Construction Documents (including

completion drawings) for the Works;
ii. The Concessionaire has remedied any defects in the Works;
iii. The Concessionaire has completed and tested all the Works, as specified by the
Independent Expert;
iv. The Works as an integrated structure is in conformity with the Technical
Requirements; and
v. The Concessionaire has submitted “Structural Safety Certificate”.
9.16.3 The Independent Expert would be required to issue the “Construction
Completion Certificate” after the construction of the Project has been
completed in all respect and is ready to use. However, the required documents
as stated in Clause 9.16 shall be submitted by the Concessionaire and also,
comply with all the obligations, wherein mentioned in the Concession Agreement,
required to be met before and after the issuance of the Construction Completion
Certificate.
9.17 Construction Completion Certificate not a Cessation of Liability

9.17.1 The issuance of the Construction Completion Certificate under this Article shall
not in any way but it shall be a milestone for reckoning the commencement of
Commercial Operations and permit the Concessionaire to commence
Commercial Operations of the Project:
i. Reduce or alter the liabilities of the Concessionaire;

ii. Constitute a waiver of unfulfilled obligations;
iii. Bar remedy and rectification of defects;
iv. Constitute an acceptance of the Works; and
9.18 Rectification
9.18.1 If the Concessionaire is obliged to carry out adjustments, repairs, replacements
or modifications after completion of construction to maintain the Works etc. the
Authority shall permit the Concessionaire to carry out all such adjustments,
repairs, replacements or modifications as may be necessary. If the adjustment,
repair, replacement or modification cannot be made without stopping the
operations of the Project, then such request shall only be granted if the
Concessionaire's request is reasonable under all the circumstances, having
regard to the Concessionaire's obligations to keep the Project operation open
during all permitted hours of the day.
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10 Operations and Maintenance Period

10.1 Commencement and Duration
10.1.1 The Operation and Maintenance Period of the Project shall commence from the
date of issue of Construction Completion Certificate (Commercial Operations
Date/COD) and terminate at the Transfer Date.
10.2 Obligations of the Concessionaire during Operations and Maintenance

Period
10.2.1 During the Operations and Maintenance Period (“Operations and Maintenance
Phase”), the Concessionaire shall be responsible for performing all the
obligations and complying with the Performance Standards laid down in
Schedule ‘H’ of this Concession Agreement.
10.2.2 In the event of failure to perform the obligations or comply with the Performance
Standards laid down in Schedule ‘H’, the Concessionaire shall be liable to a
penalty which shall not exceed the Performance Security and for the
enforcement of which the Performance Security may be used. The amount of
penalty payable by the Concessionaire for a default under this provision shall be
determined by the Maintenance Board.
10.2.3 The Concessionaire recognizes and acknowledges the fact that the Project is
intended to provide a public facility, and the Concessionaire shall have no right to
prevent, impede or obstruct any bona fide visitor from using the Project, save
and except for regulating such usage under the terms of this Concession
Agreement. Under exceptional circumstances, if the Concessionaire apprehends
any detriment to the Project it shall seek instructions from the Authority, whose
decision in this regard shall be final.
10.3 Scope of Work During Operations and Maintenance Period

In addition to what is provided elsewhere in this Concession Agreement, the
Concessionaire shall have the following obligations and responsibilities during the
Operations and Maintenance Period:
10.3.1 The Concessionaire shall be responsible, at its own cost, for all the maintenance
and repairs of the Project and all its components, including roads, buildings,
structures, all services and allied works. The Concessionaire shall also carry out
rectification of any defects in the design or construction of any component of the
Works.
10.3.2 The Concessionaire shall, put appropriate danger sign boards in English, Hindi
and the local language, notices and barriers as necessary in order to avoid any
accidents and/or emergencies on the Project Site.
10.3.3 The Concessionaire shall deploy adequate trained staff to manage complete
operations of the Project as per Performance Standards detailed in Schedules to
this Agreement. The Concessionaire shall bear the entire responsibility and
liability for operation of the Project.
10.3.4 The Concessionaire shall be entitled to levy, demand, collect, retain and
appropriate the Project Revenues as per the terms of this Concession
Agreement.
10.3.5 The Concessionaire shall at its cost, carry out such periodic inspections, as well
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as assist the Authority or its nominee to carry out any (reasonable) random or
periodic inspections or checks of any part or component of the Works, the cost of
any Test shall be borne by the Concessionaire.
10.3.6 The Concessionaire shall carry out all checks and maintenance or repair works
with adequate advance notice in such a planned manner that there shall be
minimal disruption of the operations of the Project.
10.3.7 The Concessionaire shall ensure general upkeep of the Project Area in
accordance with the development envisaged.
10.4 Reporting
10.4.1 The Concessionaire shall in consultation with the Independent Expert prepare
and evolve, not later than 28 days prior to the Scheduled Construction
Completion Date, a draft Operation and Maintenance Manual (“O&M Manual”)
providing the detailed plan for regular and preventive maintenance of the Project.
The Concessionaire shall at its cost, provide within 21 (twenty-one) days of its
finalization, submit the draft of the O&M Manual to the Independent Expert for its
review. The O&M Manual will become final only after it has received the final
approval of the Authority. Within a period of 30 (thirty) days from the date of
receipt of the O&M Manual, the Authority shall revert to the Concessionaire with
its comments and suggestions (if any) on the O&M Manual, which shall be
implemented and the O&M Manual shall be re-submitted for approval of the
Authority.
10.4.2 Not later than 28 (twenty-eight) days prior to the start of each Financial Year, the
Concessionaire shall provide to the Authority its proposed programme for
maintenance (“Maintenance Programme”) for the said Financial Year.
10.4.3 The Concessionaire shall undertake inspection of the Project, at least once every
year, to determine its condition including its compliance with the standards as set
out in the Schedules to this Concession Agreement and the O&M Manual. On
the basis of this inspection and the activities carried out during the year, the
Concessionaire shall, at its cost, prepare and submit to the Authority, 2 (two)
copies of the “Annual Project Report” for any calendar year within 7 (seven)
days of the next calendar year. The “Annual Project Report” shall include the
following:
i. The contract value of the works executed during the year;

ii. Any cost variations occurring due to Change in Law;
iii. Any other variation which may have become due in accordance with this
Concession Agreement;
iv. Any claims of the Concessionaire;
v. A list of items requiring repair or maintenance and a maintenance plan for the next
calendar year.
10.4.4 The Concessionaire shall also provide the Authority with such reports, which are
required to comply with the instructions of Competent Authority or the standing
procedures for any clearance, etc. The Concessionaire shall also submit to the
Authority the following:
i. Upon obtaining knowledge thereof, any of;

a. Litigation, claims, disputes or actions, threatened or pending concerning the
Project;
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b. Refusal to grant, renew or extend, or any action threatened or pending that

might affect any Clearance;
c. All penalties or notices of violation issued by any Competent Authority.
ii. Information concerning new or significant aspects of the Project, including any
material complaint about the Facilities from any person;
iii. If the Authority, acting reasonably, requests a report or document about any
information regarding the Facilities, the Concessionaire shall prepare a draft of
such document within any reasonable time limit prescribed.
10.4.5 The Authority may from time to time specify any changes in the formats or
periodicity for any reports.
10.4.6 The Concessionaire shall be liable for and shall indemnify, protect, defend and
hold harmless, the Authority, the Authority's officers, employees and agents from
any liability, costs, expenses, settlements and judgments arising out of any
failure to prepare and submit reports in accordance with the requirements of law,
directive or clearance.
10.5 Books and Records

The Concessionaire shall, at its cost:
10.5.1 Prepare and maintain, in a format approved by the Authority, and on generally
accepted Indian accounting principles, proper, accurate and complete books,
records and accounts of all transactions related to the Project;
10.5.2 Provide to the Authority or persons notified by it, access to such records and
accounts;
10.5.3 Deliver to the Authority annual audited accounts of the Concessionaire for the
Project within 180 (one hundred and eighty) days of close of each Financial
Year;
10.5.4 Deliver to the Authority every year details of monthly GST return certificates
within 30 (thirty) days of close of each Financial Year for the purpose of
evaluation of gross revenue;
10.5.5 Retain and store on the Project Site for a period of ten years all records relating
to the Project, which shall be the property of the Authority;
10.5.6 Provide support to the Authority to meet all the data requirements of all
competent authorities.
10.6 Cost of Remedying Defects

10.6.1 If any defect appears or damage occurs to the Project or any part thereof, the
Authority shall promptly notify the Concessionaire in writing and the
Concessionaire shall execute all work of amendment, reconstruction and
remedying defects, imperfections or other faults or damages, as may be
instructed by the Authority at its own cost.
10.7 Subsequent Tests

10.7.1 If the remedying of any defect or damage is such that it may affect the efficiency
or performance of the Works, the Authority may require the Concessionaire to
carry out at the Concessionaire’s cost such Tests as necessary. The requirement
for such Tests shall be notified within 28 (twenty-eight) days after the defect or
damage is remedied.
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10.8 Failure to Remedy Defects

10.8.1 If the Concessionaire fails to remedy any defect or damage within a reasonable
time, the Authority may fix a date on or by which to remedy the defect or
damage, and give the Concessionaire reasonable notice of such date. If the
Concessionaire fails to remedy the defect or damage by such date, the Authority
may (at its sole discretion):
i. Carry out the work itself or by others, in a reasonable manner and at the
Concessionaire's cost, but the Concessionaire shall have no responsibility for such
work. All costs incurred by the Authority hereunder shall be reimbursed by the
Concessionaire to the Authority within 60 (sixty) days of receipt of demand thereof,
and in the event of default in reimbursing such costs, the Authority shall be entitled to
recover the same from the Performance Guarantees; or
ii. If the defect or damage is such that the Authority has been deprived of substantially
the whole of the benefit of the Works, it may terminate this Concession Agreement but
without relieving the Concessionaire of liability for breach of this Concession
Agreement.
10.9 Accidents
10.9.1 In the event of an accident, the Concessionaire shall, by most expeditious
means, inform the concerned Civil and Police Authorities and also the Authority.
The Concessionaire's responsibilities with regard to the operation of the Project
shall in no way be diminished by informing the above officials, as it shall be
required to take expeditious action for the medical and legal aspects
notwithstanding any delay on the part of these officials to give any instructions.
The Concessionaire shall preserve the Project Site of such accident intact, until
completion of all legal formalities. The Concessionaire shall then arrange for the
expeditious removal of the wreckage or debris and for cleaning the Project Site.
If any portion of the Project suffers any damage, the Concessionaire shall, with
the consent of Authority, arrange for the repair and rectification thereof.
10.9.2 The Concessionaire shall, in the event of any accident, incur any expenditure or
take any other action as necessary (in accordance with Good Industry Practices).
Except when the cause of the accident is attributed to any act or negligence of
the Authority, any expenditure in connection with an accident shall be
compensated to the Concessionaire in accordance with Clause 5.3.
10.9.3 Any communication to the news media made by the Concessionaire shall
provide only enough information to satisfy public concern and the
Concessionaire shall neither make any admissions nor accept any liability in any
such communications.
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11 Financing Arrangement
11.1 Financing Arrangement
11.1.1 The Concessionaire shall at its cost, expenses and risk make such financing
arrangement as would be necessary to finance the Project and to meet its
obligations under this Agreement in a timely manner.
11.1.2 In the event of the Concessionaire employing the funds borrowed from the
Lenders to finance the Project, the provisions relating to Lenders including those
relating to Financial Close and Substitution Agreement shall apply.
11.1.3 The Concessionaire shall within 7 (seven) days of achieving Financial Close
submit to the Authority one set of Financing Documents evidencing Financial
Close.
11.2 Amendments to Financing Documents

11.2.1 For the avoidance of doubt the Parties agree that no amendment made to the
Financing Documents without express consent of the Authority shall have the
effect of enlarging in any manner, the obligation of the Authority in respect of
Termination Payment under this Agreement.
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12 Escrow Account: Article Deleted
Page 101 of 156

13 Insurances
13.1 Insurance during the Implementation Period
13.1.1 The Concessionaire shall, at its cost and expense, purchase and maintain during
the Implementation Period such insurances as are necessary, including but not
limited to the following:
i. developers’ all risk insurance;

ii. comprehensive third party liability insurance including injury or death to personnel
of Persons who may enter the Project Site;
iii. workmen’s compensation insurance;
iv. any other insurance that may be necessary to protect the Concessionaire, its
employees and its assets (against loss, damage or destruction at replacement
value) including all Force Majeure Events that are insurable and not otherwise
covered in items (i) to (iii).
13.2 Insurance during the Operation Period

13.2.1 The Concessionaire shall, at its cost and expense, purchase and maintain during
the Operation Period insurance to cover against:
i. loss, damage or destruction of the Project Facility, at replacement value;

ii. the Concessionaire’s general liability arising out of the Concession;
iii. liability to third parties; and
iv. any other insurance that may be necessary to protect the Concessionaire and its
employees, including all Force Majeure Events that are insurable and not
otherwise covered in items (i) to (iii).
13.3 Insurance Companies

13.3.1 The Concessionaire shall insure all insurable assets comprised in the Project
Assets and/or the Project Facility through Indian insurance companies and if so
permitted by the Authority, through foreign insurance companies, to the extent
that insurances are necessary to be effected through them.
13.4 Evidence of Insurance Cover

13.4.1 The Concessionaire shall, from time to time, provide to the Authority copies of all
insurance policies (or appropriate endorsements, certifications or other
satisfactory evidence of insurance) obtained by the Concessionaire in
accordance with this Agreement.
13.5 Application of Insurance Proceeds

13.5.1 Subject to the provisions of the Financing Documents, all moneys received under
insurance policies shall be promptly applied by the Concessionaire towards
repair or renovation or restoration or substitution of the Project Facility or any
part thereof which may have been damaged or destroyed. The Concessionaire
may designate the Lenders as the loss payees under the insurance
policies/assign the insurance policies in their favour as security for the financial
assistance. The Concessionaire shall carry out such repair or renovation or
restoration or substitution to the extent possible in such manner that the Project
Facility or any part thereof, shall, after such repair or renovation or restoration or
substitution be as far as possible in the same condition as they were before such
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damage or destruction, normal wear and tear excepted.
13.6 Validity of the Insurance Cover

13.6.1 The Concessionaire shall pay the premium payable on such insurance policy(ies)
so as to keep the policy(ies) in force and valid throughout the Concession Period
and furnish copies of the same to the Authority. Each insurance policy shall
provide that the same shall not be cancelled or terminated unless 10 (ten) days
clear notice of cancellation is provided to the Authority in writing. If at any time
the Concessionaire fails to purchase and maintain in full force and effect any and
all of the insurances required under this Agreement, the Authority may at its
option purchase and maintain such insurance and all sums incurred by the
Authority therefore shall be reimbursed by the Concessionaire forthwith on
demand, failing which the same shall be recovered by the Authority by exercising
right of set off or otherwise.
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14 Force Majeure
14.1 Force Majeure Event
14.1.1 As used in this Agreement, a Force Majeure Event shall mean occurrence in
India of any or all of Non Political Event, Indirect Political Event and/or Political
Event as defined in Clauses 14.2, 14.3 and 14.4 respectively which prevent the
Party claiming Force Majeure (the "Affected Party") from performing its
obligations under this Agreement and which act or event (i) is beyond the
reasonable control and not arising out of the fault of the Affected Party, (ii) the
Affected Party has been unable to overcome such act or event by the exercise of
due diligence and reasonable efforts, skill and care, and (iii) has a Material
Adverse Effect on the Project.
14.2 Non-Political Event

14.2.1 For purposes of Clause 14.1 hereinabove, Non Political Event shall mean one or
more of the following acts or events:
i. acts of God or events beyond the reasonable control of the Affected Party which
could not reasonably have been expected to occur, exceptionally adverse weather
conditions, lightning, earthquake, cyclone, flood, volcanic eruption or fire (to the
extent originating from a source external to the Project Site or beyond design
specifications for the Construction Works) or landslide;
ii. radioactive contamination or ionizing radiation;
iii. strikes or boycotts (other than those involving the Concessionaire, Contractors or
their respective employees/representatives or attributable to any act or omission of
any of them) interrupting supplies and services to the Project for a period
exceeding 7 (seven) days in an Accounting Year, and not being an Indirect
Political Event set forth in Clause 14.3;
iv. any failure or delay of a Contractor but only to the extent caused by another Non
Political Event and which does not result in any offsetting compensation being
payable to the Concessionaire by or on behalf of such Contractor;
v. any judgement or order of any court of competent jurisdiction or statutory authority
in India made against the Concessionaire in any proceedings for 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, or enforcement of this
Agreement or exercise of any of its rights under this Agreement by the Authority;
14.3 Indirect Political Event

14.3.1 For purposes of Clause 14.1 hereinabove, Indirect Political Event shall mean one
or more of the following acts or events:
i. An act of war (whether declared or undeclared), invasion, armed conflict or act of

foreign enemy, blockade, embargo, riot, insurrection, terrorist or military action,
civil commotion, or politically motivated sabotage which prevents collection of Fee
by the Concessionaire for a period exceeding a continuous period of 7 (seven)
days in an Accounting Year;
ii. Industry wide or state wide or India wide strikes or industrial action which prevent
collection of Fees by the Concessionaire for a period exceeding a continuous
period of 7 (seven) days in an Accounting Year; or
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iii. Any public agitation which prevents collection of Fee by the Concessionaire for a
period exceeding a continuous period of 7 (seven) days in an Accounting Year.
14.4 Political Event

14.4.1 For purposes of Clause 14.1 hereinabove, Political Event shall mean one or
more of the following acts or events by or on account of the Authority or any
other Government Agency:
i. Change in Law, only when provisions of Article 16 cannot be applied;

ii. Expropriation or compulsory acquisition by any Government Agency of any Project
Assets or rights of the Concessionaire or of the Contractors; or
iii. Any unlawful or unauthorised or without jurisdiction revocation of, or refusal to
renew or grant without valid cause any consent or approval required by the
Concessionaire or any of the Contractors to perform their respective obligations
under the Project Agreements (other than a consent the obtaining of which is
condition precedent) provided that such delay, modification, denial, refusal or
revocation did not result from the Concessionaire’s or any Contactor’s inability or
failure to comply with any condition relating to grant, maintenance or renewal of
such consents or permits.
14.5 Effect of Force Majeure Event

14.5.1 Upon occurrence of any Force Majeure Event, the following shall apply:
i. There shall be no Termination of this Agreement except as provided in the Clause

14.7 hereinafter;
ii. Where the Force Majeure Event occurs before COD, the dates set forth in the
Project Completion Schedule, and the Concession Period shall be extended by
the period for which such Force Majeure Event shall subsist;
iii. Where a Force Majeure Event occurs after COD, the Concessionaire shall
continue to make all reasonable efforts to operate the Project and/or to collect
Fee, but if it is unable or prevented from doing so, the Concession Period shall,
having due regard to the extent of the impact thereof as determined by the
Steering Group, be extended by the period for which collection of Fee remains
affected on account thereof; and
iv. Costs arising out of or concerning such Force Majeure Event shall be borne in
accordance with the provisions of the Clause 14.6 hereinafter.
14.6 Allocation of Costs During Subsistence of Force Majeure

14.6.1 Subject to the provisions of Clause 14.5 hereinabove, upon occurrence of a
Force Majeure Event, the costs arising out of such event shall be allocated as
follows:
i. When the Force Majeure Event is a Non Political Event, the Parties shall bear their
respective costs and neither Party shall be required to pay to the other Party any
costs arising out of any such Force Majeure Event;
ii. Where the Force Majeure Event is an Indirect Political Event, the costs attributable
to such Force Majeure Event and directly relating to the Project (the "Force
Majeure Costs") shall be borne by the Concessionaire to the extent of the
Insurance Cover, and to the extent Force Majeure Costs as duly certified by the
Statutory Auditors exceed the Insurance Cover, one half of the same shall be
Page 105 of 156

reimbursed by the Authority to the Concessionaire within 90 (ninety) days from

the date of receipt of Concessionaire’s claim thereof;
iii. Where the Force Majeure Event is a Political Event, the Force Majeure Costs to
the extent actually incurred and certified by the statutory Auditors of
Concessionaire shall be reimbursed by the Authority to the Concessionaire within
90 (ninety) days from the date of receipt of Concessionaire’s claim thereof; and
iv. The Authority may at its option reimburse the Force Majeure Costs to the
Concessionaire in cash or compensate the Concessionaire for such costs by
appropriate extension of the Concession Period, which extension shall also be
given effect within the period of 90 (ninety) days specified in preceding Sub-
Clauses (ii) or (iii) as the case may be.
14.6.2 For avoidance of doubt, Force Majeure Costs shall not include loss of Fee /
revenues or any debt repayment obligations but shall include interest payments
on such debt, O&M Expenses and all other costs directly attributable to the Force
Majeure Event.
14.7 Termination
14.7.1 If a Force Majeure Event continues or is in the reasonable judgement of the
Parties is likely to continue beyond a period 120 (one hundred twenty) 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 (one hundred twenty) days, be entitled to terminate this Agreement
by issuing Termination Notice.
14.8 Termination Payment for Force Majeure Events

Upon Termination of this Agreement pursuant to Clause 14.7 hereinabove, Termination
Payment to the Concessionaire shall be made in accordance with the following:
14.8.1 If the Termination is on account of a Non Political Event, the Concessionaire
shall be entitled to receive from by way of Termination Payment an amount equal
to 90% (ninety percent) of the Debt Due less pending insurance claims, if any.
Provided that in the event such insurance claims or any part thereof are not
admitted and paid, the Concessionaire shall be entitled to receive from the
Authority further sum equal to 90% (ninety percent) of amount of such claims not
admitted.
14.8.2 If the Termination is on account of an Indirect Political Event, the Concessionaire
shall be entitled to receive from by way of Termination Payment an amount equal
to:
i. the total Debt Due, less pending Insurance claims, if any. Provided, however, that
if any of such insurance claims are not admitted and paid, the Concessionaire
shall be entitled to receive from the Authority further sum equal to 80%(eighty
percent) of such claims not admitted, plus
ii. 110% (one hundred ten percent) of the Equity subscribed in cash and actually
spent on the Project if such Termination occurs at any time during three years
commencing from the Commencement Date and for each successive year
thereafter, such amount shall be adjusted every year to fully reflect the changes in
WPI during such year, and the adjusted amount so arrived shall be reduced every
year by 7.5%(seven and half percent) per annum.
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14.8.3 If the Termination of this Agreement is on account of a Political Event, the

Concessionaire shall be entitled to receive from by way of Termination Payment
an amount equal to:
i. the total Debt Due, plus

ii. 150% (one hundred fifty percent) of the Equity subscribed in cash and actually
spent on the Project if such Termination occurs at any time during three years
commencing from the Commencement Date and for each successive year
thereafter, such amount shall be adjusted every year to fully reflect the changes in
WPI during such year, and the adjusted amount so arrived at shall be reduced by
7.5% (seven and half percent) per annum.
14.9 Dispute Resolution

14.9.1 In the event that the Parties are unable to agree in good faith about the
occurrence or existence of a Force Majeure Event, such Dispute shall be finally
settled in accordance with the Dispute Resolution Procedure, provided however
that the burden of proof as to the occurrence or existence of such Force Majeure
Event shall be upon the Party claiming relief and/or excuse on account of such
Force Majeure Event.
14.10 Liability for other losses, damages etc.

14.10.1 Save and except as expressly provided in this Article 13, neither Party hereto
shall be liable in any manner whatsoever to the other Party in respect of any
loss, damage, cost, expense, claims, demands and proceedings relating to or
arising out of occurrence or existence of any Force Majeure Event or exercise of
any right pursuant to this Article 13.
14.11 Duty to Report

The Affected Party shall discharge the following obligations in relation to reporting the
occurrence of a Force Majeure Event to the other Party:
14.11.1 The Affected Party shall not claim any relief for or in respect of a Force Majeure
Event unless it shall have notified the other Party in writing of the occurrence of
the Force Majeure Event as soon as reasonably practicable, and in any event
within 7 (seven) days after the Affected Party knew, or ought reasonably to have
known, of its occurrence and the probable material affect that the Force Majeure
Event is likely to have on the performance of its obligations under this
Agreement.
14.11.2 Any notice pursuant to this Clause 14.11 shall include full particulars of:
i. the nature and extent of each Force Majeure Event which is the subject of any
claim for relief under this Article 14 with evidence in support thereof;
ii. the estimated duration and the effect or probable effect which such Force Majeure
Event is having or will have on the Affected Party's performance of its obligations
under this Agreement;
iii. the measures which the Affected Party is taking, or proposes to take, to alleviate
the impact of such Force Majeure Event; and
iv. any other information relevant to the Affected Party's claim.
14.11.3 For so long as the Affected Party continues to claim to be affected by such Force
Majeure Event, it shall provide the other Party with regular (and not less than
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weekly) written reports containing information as required by this Clause 14.11

and such other information as the other Party may reasonably request the
Affected Party to provide.
14.12 Excuse from Performance of Obligations

If the Affected Party is rendered wholly or partially unable to perform its obligations under
this Agreement because of a Force Majeure Event, it shall be excused from performance
of such of its obligations to the extent it is unable to perform on account of such Force
Majeure Event provided that:
14.12.1 the suspension of performance shall be of no greater scope and of no longer
duration than is reasonably required by the Force Majeure Event;
14.12.2 the Affected Party shall make all reasonable efforts to mitigate or limit damage to
the other Party arising out of or as a result of the existence or occurrence of such
Force Majeure Event and to cure the same with due diligence: and
14.12.3 when the Affected Party is able to resume performance of its obligations under
this Agreement, it shall give to the other Party written notice to that effect and
shall promptly resume performance of its obligations hereunder.
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15 Events of Default and Termination

15.1 Event of Default
Event of Default means the Concessionaire Event of Default or the Authority Event of
Default or both as the context may admit or require.
15.1.1 Concessionaire Event of Default
Each of the following events or circumstances, to the extent not caused by a default of
the Authority or Force Majeure and if not cured within the “Cure Period” which shall
be 60 (sixty) days from the date of notice of default (the “Default Notice”) from the
Authority, shall be considered for the purpose of this Agreement as Event of Default of
the Concessionaire (“Concessionaire Events of Default”):
15.1.1.1 The Concessionaire is in breach of its obligations under this Concession
Agreement, which has a Material Adverse Effect upon the Authority or the
Project.
15.1.1.2 The Concessionaire is in breach of any representation or warranty made under
this Agreement or it repudiates this Concession Agreement;
15.1.1.3 The Concessionaire fails to meet the progressive milestones set forth in the
Project Implementation Schedule or amendments thereto as provided for in
this Concession Agreement;
15.1.1.4 The Concessionaire abandons the Project or any of its material obligations as
provided under this Agreement;
15.1.1.5 The Concessionaire not issuing, renewing, replacing or providing the
Performance Security in accordance with the terms of this Agreement;
15.1.1.6 The Concessionaire fails to pay Annual Concession Fee, as applicable;
15.1.1.7 The Concessionaire does not comply with its Minimum Equity Requirements
under Clause 5.4;
15.1.1.8 The Concessionaire fails to undertake the Minimum Development Obligations
as mentioned in this Agreement;
15.1.1.9 The Concessionaire fails to achieve Financial Close within the stipulated time
period of 90 days from the Proposal Acceptance Date, unless expressly
extended by the Authority;
15.1.1.10 A Lender recalls its loan under the Financing Documents on the ground that
the Concessionaire has defaulted on its obligations to the Lender under the
Financing Documents;
15.1.1.11 The Concessionaire creates any Encumbrances, charges or lien in respect of
Project/Project Site or ant part thereof in favour of any Person, save and
except as otherwise expressly permitted in this Concession Agreement;
15.1.1.12 Any transfer pursuant to law of either (a) the rights and/or obligations of the
Concessionaire under this Concession Agreements and/ or (b) all or material
part of the assets or undertaking of the Concessionaire; except (i) to the extent
permitted by this Concession Agreement or (ii) where any such transfer, in the
reasonable opinion of the Authority, does not affect the ability of the
Concessionaire to perform its obligations under this Concession Agreement;
15.1.1.13 A resolution is passed by the shareholders of the Concessionaire for the
voluntary winding up of the Concessionaire;
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15.1.1.14 The Concessionaire is adjudged bankrupt or insolvent or if a trustee or

receiver is appointed for the Concessionaire or for any of its property that has
a material bearing on the Project;
15.1.1.15 The Concessionaire fails to comply with the provisions laid down in Clause
15.1.1.11 to 15.1.1.18;
15.1.1.16 Any petition for winding up of the Concessionaire is admitted by a court of
competent jurisdiction or the Concessionaire is ordered to be wound up by
court, except if such petition is for the purpose of amalgamation or
reconstruction, provided that as part of such amalgamation and reconstruction,
the property, assets and undertaking of the Concessionaire are transferred to
the amalgamated or reconstructed entity and that the amalgamated or
reconstructed entity has unconditionally assumed the obligations of the
Concessionaire under this Agreement and Project Agreements, and provided
that:
a. The amalgamated entity or reconstructed entity has the technical

capability and the operating experience necessary for the performance of
its obligations under this Agreement and Project Agreements;
b. The amalgamated entity or restructured entity has the financial standing to
perform its obligations under this Agreement and Project Agreements and
has a credit worthiness at least as that good as that of the Concessionaire
as on the Compliance Date; and
c. All the Project Agreements remain in full force and effect.
15.1.1.17 The Concessionaire assigns this Concession Agreement or any of its rights or
obligations under the Concession Agreement, where such assignment is not in
accordance with the terms and conditions of the Concession Agreement.
15.1.2 Authority Event of Default
Each of the following events or circumstances, to the extent not caused by a default of
the Concessionaire or Force Majeure, and if not cured within the Cure Period, which
shall be 60 (sixty) days (unless provided otherwise in this Concession Agreement),
from the date of notice of default (the “Default Notice”) from the Concessionaire,
shall be considered for the purpose of this Agreement as events of default of the
Authority (“Authority Event of Default”):
15.1.2.1 Any defect in the title, ownership and possession of the Authority with respect
to the Project Site;
15.1.2.2 GoUK or any Competent Authority have by an act of commission or omission
created circumstance that has a Material Adverse Effect on the
Concessionaire, and the Authority has failed to compensate the
Concessionaire for the same through an adjustment to the Concession Period.
15.1.2.3 The Authority is in breach of its obligations under this Concession Agreement,
which has a Material Adverse Effect upon the Concessionaire or the Project
and this breach is not cured within a cure period of 90 days from the date of
Default Notice.
15.1.2.4 The Authority is in breach of any representation or warranty made under this
Agreement, or it repudiates this Concession Agreement.
15.2 Termination due to Event of Default

15.2.1 Termination for Concessionaire Event of Default
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15.2.1.1 Without prejudice to any other right or remedies which the Authority may have
under this Agreement, upon occurrence of a Concessionaire Event of Default,
the Authority shall be entitled to terminate this Agreement by following the
procedure set forth hereinafter:
15.2.1.2 The Authority shall be entitled to issue a Termination Notice to the
Concessionaire. The Termination Notice shall grant the Concessionaire 30
(thirty) days (the "Termination Period") to make a representation and if
during the Termination Period the Concessionaire takes suitable steps to
remedy the default/ situation, the Authority shall be entitled to withdraw the
Termination Notice.
15.2.1.3 If the Termination Notice is not withdrawn within the Termination Period, the
Authority shall send a copy of the Termination Notice to the Lender, thereby
granting the Lender a 30 (thirty) day "Suspension Period" in accordance with
the terms of the Substitution Agreement. During the Suspension Period, the
Lender may exercise its Step-In Rights in accordance the Substitution
Agreement such that the Lender may nominate an "Additional Obligor". In
the Step-In Period, the Lender may procure that the default stated in the
Termination Notice is cured, and upon the curing of the default, the Authority
shall withdraw its Termination Notice and grant permission to the
Concessionaire to resume its work under the Concession Agreement.
15.2.1.4 The Suspension Period may be extended up to a maximum of 180 (One
hundred and eighty) days at the request of the Lender.
15.2.1.5 During the Suspension Period the Lender may request the Authority to replace
the Concessionaire with a "Substitute" named by the Lender, who shall be a
Person capable of discharging the roles and responsibilities of the
Concessionaire under the Concession Agreement. Upon receipt of such a
request the rights and obligations of the Concessionaire under the Concession
Agreement shall be assigned to the Substitute, who shall step into the shoes of
the Concessionaire from the date of the assignment.
15.2.1.6 If, upon receipt of a copy of the Termination Notice, the Lender fails to exercise
its rights under this Clause 15.2 and procures that either:
a. The Concessionaire Event of Default is cured within the Suspension

Period, or
b. The Concession is assigned under Clause 15.2.1.3 to a Substitute Entity
capable of discharging the roles and responsibilities of the
Concessionaire, the Authority shall be entitled to terminate this
Concession Agreement with no liability of the Concessionaire or the
Lender, save and except as provided in Clause 15.5.1 hereof.
15.2.2 Termination for Authority Events of Default
Without prejudice to any right or remedy, which the Concessionaire may have under
this Agreement, upon occurrence of anAuthority Event of Default, the Concessionaire
shall be entitled to issue a Termination Notice to the Authority. The Termination Notice
shall grant the Authority a further period of 30 (thirty) days (the “Termination Period”)
to make a representation, and if, during the Termination Period the Authority takes
suitable steps to remedy the situation, the Concessionaire shall be entitled to withdraw
the Termination Notice. If the Termination Notice is not withdrawn within the
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Termination Period, this Concession Agreement will automatically terminate on the

expiry of the Termination Period.
15.3 Rights of the Authority on Termination

15.3.1 Upon Termination of this Agreement, the Authority shall:
a. Take possession and control of the Project forthwith;

b. Take possession and control of all Plant and Machinery, Materials, stores,
implements, construction and equipment on or about the Project Site;
c. Restrain the Concessionaire and any person claiming through the Concessionaire
from entering upon the Project Site or any part of the Project;
d. Require the Concessionaire to comply with the provisions relating to Article 17:
Transfer of Project; and
e. Succeed upon election by the Authority, without necessity of any further action by
the Concessionaire, to the interests of the Concessionaire under such of the
Project Agreements as the Authority may in its discretion deem appropriate, and
shall upon such election be liable to the Third Party contractors under the Project
Agreements only for compensation accruing and becoming due and payable to
them under the terms of their respective Project Agreements from and after the
date the Authority elects to succeed to the interests of the Concessionaire. For the
avoidance of doubt, it is hereby agreed and the Concessionaire hereby
acknowledges that all sums claimed by such contractors as being due and owing
for Works and services performed or accruing on account of any act, omission or
event prior to such date shall constitute debt between the Concessionaire and
such Contractors, and the Authority shall not in any manner be liable for such
sums.
15.3.2 Upon Termination of this Agreement it shall be the responsibility of the
Concessionaire to:
a. Hand over the Project Site, Works and Facility to the Authority in accordance to
Article 17. Provide all relevant data, design and drawings, records and information
access to all reasonable requests from the Authority in connection with taking over
the Project Site/ Project.
b. Cease all further Works, except for such essential Works as may be necessary
and as instructed by Authority, for the purpose of making safe, protecting or
continuing operations on the Project.
c. Hand over all the Construction Documents, Plant and Machinery and Materials to
the Authority.
d. Remove all Concessionaire's Equipment, which is on the Project Site, and
repatriate all its staff and labour from the Project Site, except for such essential
equipment, staff and labour as may be necessary and as instructed by Authority,
for the purpose of making safe, protecting or continuing operations on the Project,
and
e. Co-operate with the Authority and the Substitute Entity nominated by the Lenders
and comply with all reasonable requests thereof, including the execution of any
documents and other actions, provided the Authority bears any reasonable Costs
incurred by the Concessionaire relating thereto.
15.4 Termination Payments

15.4.1 Upon Termination by the Authority as described above, the Concessionaire
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hereby acknowledges that no Termination payment shall be due or payable by

the Authority. In addition to this, the Authority shall forfeit the entire amount of the
Performance Security. Concessionaire acknowledges that within 10 days of
termination, the Concessionaire shall vacate the Project Site. Concessionaire
acknowledges that once the Agreement is terminated the land allocated shall be
returned back to the Authority. In such case, the licence in respect of the Project
Land will stand cancelled ipso facto and Project Land is returned to the Authority
automatically. The entire construction made by the Concessionaire till that date
on the Project Site as part of the scope of work shall get transferred to the
Authority without any consideration.
15.4.2 Upon Termination by the Concessionaire on account of the Authority Event of
Default, the Concessionaire shall be entitled to receive from the Authority by the
way of Termination Payment a sum equal to the lowest of the following (a) or (b):
a. 100% of Book Value of Project Assets based on historic investment (net of

depreciation) created by the Concessionaire less Intangible Assets. It is specially
clarified here that the cost of project assets would not include the cost of original
project facility which was provided to the Concessionaire.
b. 100% of debt due less pending insurance claims in addition to this, the
Performance Security shall be released by the Authority.
15.4.3 All payments due to the Concessionaire as calculated under Clause 15.4.2 shall
be made within 30 (thirty) days of termination of the Concession Agreement.
15.5 Mode of Payment

15.5.1 Notwithstanding any instructions to the contrary issued or any dispute raised by
the Concessionaire, the Termination Payment, and all other payments that would
become payable by the Authority under any of the provisions of this Agreement
shall, so long as the Debt Due is remaining outstanding, be made only by way of
credit directly to a bank account designated therefore by the Lenders and
advised to the Authority and the Concessionaire in writing. Any payment so
made shall to the extent of such payment constitute a valid discharge to the
Authority of its obligations towards the Concessionaire with regard to the
Termination Payment and payment of any other monies due hereunder.
15.5.2 Notwithstanding anything to the contrary contained in this Agreement, any
Termination pursuant to the provisions of this Agreement shall be without
prejudice to accrued rights of either Party including its right to claim and recover
money damages and other rights and remedies which it may have in law or
contract. All rights and obligations of either Party under this Agreement, including
without limitation Termination Payment, shall survive the Termination of this
Agreement to the extent such survival is necessary for giving effect to such rights
and obligations.
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16 Change in Law
16.1 Change in Law
If as a result of Change in Law, the Concessionaire suffers (or will suffer) delays or
increase in costs or reduction in net after tax return or other financial burden, the
Concessionaire may notify the same to the Authorityand propose amendments to this
Agreement so as to put the Concessionaire in the same financial position as it would have
occupied had there been no such Change in Law resulting in such cost increase, reduction
in return or other financial burden as aforesaid.
16.2 Extension of Concession Period

The Authority shall upon being notified by the Concessionaire of the Change in Law and
the proposed amendments to this Agreement, assess the change in the financial position
as a result of such Change of Law and determine the extension to the Concession Period
so as to put the Concessionaire in the same financial position as it would have occupied
had there been no such Change in Law and recommend the same to the Authority. The
Authority shall, within 30 (thirty) days of receipt of such recommendation, extend the
Concession Period by such period as has been recommended by the Authority.
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17 Transfer of Project
17.1 Ownership
Without prejudice and subject to the Concession, the ownership of the Project Site,
including the Project Facilities and all improvements made therein by the Concessionaire,
shall at all times remain that of the Authority.
17.2 Handback of Transfer Assets

Upon Termination of the Agreement for any reason whatsoever or the Expiry of Term of
Concession Agreement and consequent obligation of Concessionaire shall hand over
“Transfer Assets” to Authority, on expiry of the Term:
17.2.1 All Movable Assets, movable property, stocks, materials, vehicles and spares at
the site are to be cleared by the Concessionaire and transfer the site to the
Authority or its nominee, clear of any Encumbrances;
17.2.2 All immovable property, assets, structures, buildings, services, furnishings,
edifices, court-areas, ways, walls, compounds relatable to Transfer Assets shall
be transferred to the Authority or its nominee, clear of all Encumbrances and with
good title;
17.2.3 All assets, duly certified by the concerned regulatory / licensing / accreditation /
rating agency, as given below:
a. Structural Safety Certificate of the Project Facility from competent, reputed and
recognized Structural Engineer Shall be transferred to the Authority or its
nominee, clear of Encumbrances and with good title;
17.2.4 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
the Agreement between Concessionaire and any third party shall (in
consideration of the Authority’s assumption of the obligations under or pursuant
to the contracts and other arrangements) be vested in the Authority or its
nominee, clear of all Encumbrances and with good title; and
17.2.5 Notwithstanding anything contained in Clause 20.5 prior to any transfer of the
Transfer Assets, the 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 the Authority are unreasonably onerous, and would be
considered onerous at the time that the contracts were entered into. In relation to
all such contracts that are not transferred to the 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 the Authority or its nominee, free from all
Encumbrances and with good title.
17.2.6 Furthermore, notwithstanding anything contained in the Agreement no liability
(accrued or contingent) of Concessionaire or relating to the Project Facility
arising on account of actions or inactions prior to the Transfer Date shall be
assumed or transferred to the Authority or its nominees. 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 the Authority or its nominee or any Encumbrance existing on any
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of the Transfer Assets, the quantum of such liability and/ or amount

corresponding to such Encumbrance, shall be compensated by Concessionaire
to the Authority.
17.2.7 Without prejudice to the foregoing, Concessionaire agrees to indemnify and keep
indemnified the Authority from and against all actions, proceedings, losses,
damages, liabilities, claims, costs and expenses whatsoever which may be
sustained or suffered by the 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.
17.2.8 Vesting Certificate
Handback of Transfer Assets is deemed to be complete on the date when all the
requirements under Clause 20.5 have been fulfilled by the Concessionaire, the
Authority shall, without unreasonable delay, thereupon issue a certificate substantially
in the form set forth in Schedule ‘I’, which will have the effect of constituting evidence
of divestment by the Concessionaire of all of its rights, title and interest in the Project,
and their vesting in the Authority pursuant hereto. It is expressly agreed that the issue
of Vesting Certificate shall not in any manner be construed or interpreted as restricting
the exercise of any rights by the Authority or its nominee on, or in respect of, the
Project on the footing that all requirements under the Agreement have been complied
with by the Concessionaire.
17.3 Obligations of Parties

17.3.1 Concessionaire’s Obligations
The Concessionaire shall, on the date of expiry of Concession Period or termination of

the Concession, hand back vacant, peaceful possession of the Project Site and the
civil structures created on the land, to the Authority free of cost, in good operable
condition and free from all Encumbrances, on as-is-where-is basis. The
Concessionaire would be allowed to dismantle and remove all the movable assets
including equipments, vehicles etc. from the Project Site. The Concessionaire agrees
that it shall also be responsible for obtaining peaceful possession of the Project
Facilities from any sub-licensee for the purpose of handback to the Authority.
a. Atleast 4 (four) months before the expected expiry of the Concession Period, a
joint inspection of the Project Site and Project Facilities shall be undertaken by the
Authority and the Concessionaire. The Authority shall, within 45 (forty-five) days of
such inspection prepare and furnish to the Concessionaire a list of works/ jobs
(“Handback Requirements”), if any, to be carried out so as to conform to the
Construction Requirements, O&M Requirements and other provisions of the
Agreement. The Concessionaire shall promptly undertake and complete such
works/ jobs at least 2 (two) months prior to the expected expiry of the Concession
Period and ensure that the Project Site and immovable assets continues to meet
such requirements until the same are handed back to the Authority.
b. The Authority shall, within 15 (fifteen) days of the joint inspection undertaken
under preceding clause (a) prepare and furnish to the Concessionaire a list of
items, if any, with corresponding distinctive descriptions, which are to be
compulsorily handed back to the Authority along with the Project Site.
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c. The Concessionaire would have a period of 30 (thirty) days for the dismantling of
the movable assets post the expiry of the Concession Period or the date of the
termination of the Concession, extendable by another 15 days on submitting a
written application to the Authority. The Concessionaire would be obligated to
allow right of access to the new concessionaire or its associates, as the case may
be, during the dismantling period.
d. The Concessionaire hereby acknowledges the Authority’s rights specified in Article
15 enforceable against it upon Termination and its corresponding obligations
arising therefrom. The Concessionaire undertakes to comply with and discharge
promptly all such obligations.
e. If at the time of handing back of the Project Facilities any material defect is
observed, then the Concessionaire shall be obligated to make good the defect,
failing which, the Authority shall reserve the right to deduct such amount from the
Concessionaire's Performance Security.
f. Concessionaire shall execute such deeds of conveyance, documents and other
writings as the Authority may reasonably require for conveying, divesting and
assigning all the rights, title and interest of the Concessionaire in the Project.
17.3.2 The Authority’s Obligations
The Authority shall, subject to the Authority’s right to deduct amounts towards:
a. carrying out works/ jobs listed under Clause 17.3.1(a) which have not been carried
out by the Concessionaire;
b. purchase of items, which have not been handed back to the Authority along with
the Project Site and civil structure in accordance with Clause 17.3.1(b); and
c. any outstanding dues, which may have accrued in respect of the Project Site and
Project Facilities during the Concession Period, duly discharge and release to the
Concessionaire the Performance Security within 6 (six) months from the
Termination Date.
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18 Dispute Resolution
18.1 Amicable Resolution
18.1.1 Save where expressly stated otherwise in this Agreement, any dispute,
difference or controversy of whatever nature howsoever arising under, out of or
in relation to this Agreement including incompletion of the Project between the
Parties and so notified in writing by either Party to the other (the "Dispute") in
the first instance shall be attempted to be resolved amicably by the Steering
Group and failing resolution of the same in accordance with the procedure set
forth in Clause 18.1.2 below.
18.1.2 Either Party may require the Dispute to be referred to the Chief Executive Officer,
Uttarakhand Tourism Development Board and the Chairman of the Board of
Directors of the Concessionaire, for the time being for amicable settlement. Upon
such reference, the two shall meet at the earliest mutual convenience and in any
event within 15 (fifteen) days of such reference to discuss and attempt to
amicably resolve the Dispute. If the Dispute is not amicably settled within 15
(fifteen) days of such meeting between the two, either Party may refer the
Dispute to arbitration in accordance with the provisions of Clause 18.2 below.
18.2 Arbitration
18.2.1 Arbitrators
Any Dispute which is not resolved amicably as provided in Clause 18.1.1 shall be
finally settled by binding arbitration under the Arbitration and Conciliation Act, 1996.
The arbitration shall be by a panel of three arbitrators, one to be appointed by each
Party and the third to be appointed by the two arbitrators appointed by the Parties. A
Party requiring arbitration shall appoint an arbitrator in writing, inform the other Party
about such appointment and call upon the other Party to appoint its arbitrator if the
other Party fails to appoint its arbitrator, the Party appointing arbitrator shall take steps
in accordance with Arbitration and Conciliation Act, 1996.
18.2.2 Place of Arbitration
The place of arbitration shall be Dehradun but by agreement of the Parties, the
arbitration hearings, if required, can be held elsewhere from time to time.
18.2.3 English Language
The request for arbitration, the answer to the request, the terms of reference, any
written submissions, any orders and rulings shall be in English and, if oral hearings
take place, English shall be the language to be used in the hearings.
18.2.4 Procedure
The procedure to be followed within the arbitration, including appointment of arbitrator

/ arbitral tribunal, the rules of evidence which are to apply shall be in accordance with
the Arbitration and Conciliation Act, 1996.
18.2.5 Enforcement of Award
Any decision or award resulting from arbitration shall be final and binding upon the
Parties. The Parties hereto hereby waive, to the extent permitted by law, any rights to
appeal or to review of such award by any court or tribunal. The Parties hereto agree
that the arbitral award may be enforced against the Parties to the arbitration
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proceeding or their assets wherever they may be found and that a judgement upon the
arbitral award may be entered in any court having jurisdiction thereof.
18.2.6 Fees and Expenses
The fees and expenses of the arbitrators and all other expenses of the arbitration shall
be initially borne and paid by respective Parties subject to determination by the
arbitrators. The arbitrators may provide in the arbitral award for the reimbursement to
the prevailing party of its costs and expenses in bringing or defending the arbitration
claim, including legal fees and expenses incurred by Party.
18.2.7 Performance during Arbitration
Pending the submission of and/or decision on a Dispute, difference or claim or until

the arbitral award is published; the Parties shall continue to perform all of their
obligations under this Agreement without prejudice to a final adjustment in accordance
with such award.
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19 Representations and Warranties, Disclaimer

19.1 Representations and Warranties of the Concessionaire
The Concessionaire represents and warrants to the Authority that:
19.1.1 It is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation;
19.1.2 It has full power and authority to execute, deliver and perform its obligations
under this Concession and to carry out the transactions contemplated hereby;
19.1.3 It has taken all necessary corporate and other action under Applicable Laws and
its constitutional documents to authorize the execution, delivery and performance
of this Concession Agreement;
19.1.4 It has the financial standing and capacity to undertake the Project;
19.1.5 This Concession constitutes its legal, valid and binding obligation enforceable
against it in accordance with the terms hereof;
19.1.6 It is subject to civil and commercial laws of India with respect to this Concession
and it hereby expressly and irrevocably waives any immunity in any jurisdiction in
respect thereof;
19.1.7 All the information furnished in the Concessionaire’s Proposal is, and shall be,
true and correct as on the Proposal Acceptance Date and the Balance Sheet and
Profit and Loss Account of the Concessionaire for each of the Financial Years
after the Proposal Acceptance Date furnished to the Authority shall give true and
fair view of the affairs of the Concessionaire;
19.1.8 It shall furnish a copy of the audited accounts of the Concessionaire within 180
(one hundred and eighty) days of the close of each Financial Year after the
Proposal Acceptance Date and any material change subsequent to the date of
such accounts shall be notified to the Authority by the Concessionaire within 30
(thirty) days of its occurrence and warrants that the accounts and the information
furnished as aforesaid shall be true and correct;
19.1.9 The execution, delivery and performance of this Concession 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 is bound or affected;
19.1.10 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 result in the breach of or constitute a default of the Concessionaire
under this Concession or which individually or in the aggregate may result in any
Material Adverse Effect on its business, properties or assets or its condition,
financial or otherwise, or in any impairment of its ability to perform its obligations
and duties under this Concession Agreement;
19.1.11 The Concessionaire has no knowledge of any violation or default with respect to
any order, writ, injunction or any decree of any court or any legally binding order
of any Competent Authority which may result in any Material Adverse Effect or
impairment of the Concessionaire’s ability to perform its obligations and duties
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under this Concession Agreement;

19.1.12 The Concessionaire has complied with all Applicable Laws and has not been
subject to any fines, penalties, injunctive relief or any other civil or criminal
liabilities which in the aggregate have or may have Material Adverse Effect on its
financial condition or its ability to perform its obligations and duties under this
19.1.13 The aggregate equity share holding of the JV Members and their Associates (in
case of a JV) or equity share holding of the Associates (in case of individual
bidder) in the issued and paid up equity share capital of the Concessionaire are
and shall remain in accordance with the requirements stipulated in Clause 5.4;
19.1.14 Each JV Member was and is duly organized and existing under the laws of the
jurisdiction of its incorporation and has full power and authority to consent to and
has consented to the Concessionaire entering into this Concession and has
agreed to and unconditionally accepted the terms and conditions set forth in this
19.1.15 All rights and interests of the Concessionaire in the Project shall pass to and vest
in the Authority on the Transfer Date free and clear of all liens, claims, and
encumbrances without any further act or deed on the part of the Concessionaire
or the Authority and that none of Project Assets including materials, supplies or
equipments forming part thereof shall be acquired by the Concessionaire subject
to any agreement under which a security interest or other lien or encumbrance is
retained by any person save and except as expressly provided in this
19.1.16 No representation or warranty by the Concessionaire contained herein or in any
other document furnished by it to the Authority, or to any Competent Authority in
relation to clearances contains or will contain any untrue statement of material
fact or omits or will omit to state a material fact necessary to make such
representation or warranty not misleading; and
19.1.17 The Concessionaire warrants that no sums, in cash or kind, have been paid or
will be paid by or on behalf of the Concessionaire, to any person by way of
commission or otherwise for securing the Concession or entering into of this
Concession Agreement or for influencing or attempting to influence any officer or
employee of the Authority.
19.2 Disclaimer
19.2.1 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 tourist arrivals, Specifications and Standards,
Project Site and all the information provided by the Authority, and has
determined to the Concessionaire's satisfaction the nature and extent of such
difficulties, risks and hazards as are likely to arise or may be faced by the
Concessionaire in the course of performance of its obligations hereunder.
19.2.2 The Concessionaire further acknowledges and hereby accepts the risk of
inadequacy, mistake or error in or relating to any of the matters set forth in
Clause 19.2.1 above and hereby confirms that the Authority shall not be liable for
the same in any manner whatsoever to the Concessionaire.
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19.3 Representations and Warranties of the Authority

The Authority represents and warrants to the Concessionaire that:
19.3.1 The Authority has full power and authority to execute, deliver and perform its
obligations under this Concession Agreement and to carry out the transactions
contemplated hereby;
19.3.2 The Authority has taken all necessary actions to authorize the execution, delivery
and performance of this Concession Agreement;
19.3.3 This Concession Agreement constitutes a legal, valid and binding obligation
enforceable against the Authority in accordance with the terms hereof;
19.3.4 The Authority is subject to civil and commercial laws of India with respect to this
Concession and it hereby expressly and irrevocably waives any sovereign
immunity in any jurisdiction in regard to matters set forth in this Concession
Agreement;
19.3.5 The Authority has good and valid right to the Project Site, and has power and
authority to grant a license in respect thereto to the Concessionaire;
19.3.6 The Concessionaire shall have complete, lawful and uninterrupted Vacant
Possession of the Project Site in accordance with this Concession Agreement;
19.3.7 There is no litigation, claim, demand or any proceeding pending before any
authority in respect of the Authority’s title to or possession of the land constituting
the Project Site;
19.3.8 All information provided by the Authority in the Proposal Documents in
connection with the Project is to the best of its knowledge and true and accurate
in all material respects; and
19.3.9 The Authority has the financial standing and capacity to perform its obligations
under the Concession Agreement.
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20 Miscellaneous
20.1 Assignment and Charges
20.1.1 Subject to Sub-Clauses 20.1.2 and 20.1.3 herein below, this Agreement shall not
be assigned by the Concessionaire save and except with prior consent in writing
of the Authority, which consent the Authority shall be entitled to decline without
assigning any reason whatsoever.
20.1.2 Subject to Sub-Clause 20.1.3 herein below, the Concessionaire shall not create
nor permit to subsist any Encumbrance over or otherwise transfer or dispose of
all or any of its rights and benefits under this Agreement or any Project
Agreement to which Concessionaire is a party except with prior consent in writing
of the Authority, which consent the Authority shall be entitled to decline without
assigning any reason whatsoever.
20.1.3 Restraint set forth in Sub-Clauses 20.1.1 and 20.1.2 above shall not apply to:
a. liens/encumbrances arising by operation of law (or by an agreement evidencing

the same) in the ordinary course of business of the Project;
b. mortgages/pledges/hypothecation of goods/assets other than Project Site, as
security for indebtedness, in favour of the Lenders and working capital providers
for the Project;
c. assignment of Concessionaire’s rights, title and interest under this Agreement to
or in favour of the Lenders pursuant to and in accordance with the Substitution
Agreement as security for their financial assistance.
20.1.4 Upon occurrence of the Concessionaire Event of Default the Lenders shall have
the right of substitution as provided in the Substitution Agreement.
20.2 Liability and Indemnity

20.2.1 General indemnity
The Concessionaire will indemnify, defend, save and hold harmless the Authority and
its officers, employees, agents and consultants against any and all suits, proceedings,
actions, demands 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 any related Agreement, except to the extent that
any such suits, proceedings, actions, demands and claims have arisen due to any
negligent act or omission, or breach of this Agreement on the part of the Authority
indemnified persons.
20.2.2 Liability of Authority
The Authority will indemnify, defend, save and hold harmless the Concessionaire
against any and all suits, proceedings, actions, demands and third party claims for any
loss, damage, cost and expense of whatever kind and nature arising out of;
a. defect in title and/or the rights of the Authority in the Project Land given on
Concession to the Concessionaire
b. breach by the Authority of any of its obligations under this Agreement or any
related Agreement, which materially and adversely affect the performance by the
Concessionaire of its obligations under this Agreement, save and except that
where any such claim, suit, proceeding, action, and/or demand has arisen due to a
negligent act or omission, or breach of any of its obligations under any provision of
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this Agreement or any related Agreement and/or breach of its statutory duty on the
part of the Concessionaire, its subsidiaries, affiliates, contractors, employees or
agents, the same shall be the liability of the Concessionaire.
20.2.3 Indemnity by the Concessionaire
Without limiting the generality of Clause 9.7, the Concessionaire shall fully indemnify,
hold harmless and defend the Authority from and against any and all loss and/or
damages arising out of or with respect to:
a. failure of the Concessionaire to comply with Applicable Laws and Applicable

Permits;
b. payment of taxes required to be made by the Concessionaire in respect of the
income or other taxes of the Concessionaire’s contractors, suppliers and
representatives; or
c. non-payment of amounts due as a result of materials or services furnished to the
Concessionaire or any of its contractors which are payable by the Concessionaire
or any of its contractors.
d. Breach by the Concessionaire of any of the obligations under this Agreement.
20.2.4 Limitation of Liabilities
Notwithstanding anything to the contrary contained in this Clause 20.2.4, the

indemnities herein provided shall not include any claim or recovery in respect of any
cost, expense, loss or damage of an indirect, incidental or consequential nature,
including loss of profit, except as expressly provided in this Agreement.
20.2.5 Survival on Termination
The provisions of this Clause 20.6 shall survive Termination.
20.3 Advertising on the Project Site

During the construction and O&M period, the Developer can install advertisement
hoardings of its clients and can charge User Fees from them, However concessionaire has
to display holding of Uttarakhand Tourism Development Board at the Site/Hotel free of
cost.
20.4 Governing Law and Jurisdiction

This Agreement shall be construed and interpreted in accordance with and governed by
the laws of India and the Courts at Dehradun, India shall have jurisdiction over all matters
arising out of or relating to this Agreement.
20.5 Waiver
Waiver by either Party of any default by the other Party in the observance and performance
of any provisions of or obligations under this Concession 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 Concession Agreement;
b. Shall not be effective unless it is in writing and executed by a duly authorized
representative of the Party; and
c. Shall not affect the validity or enforceability of this Concession Agreement in any
manner.
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Neither the failure by either Party to insist on any occasion upon the performance of the
terms, conditions and provisions of this Concession Agreement or any obligation
thereunder nor time or other indulgence granted by a Party to the other Party shall be
treated or deemed as waiver of such breach or acceptance of any variation or the
relinquishment of any such right hereunder.
20.6 Survival
Termination of this Agreement (a) shall not relieve the Concessionaire or the Authority of
any obligations 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.
20.7 Amendments
This Agreement and the Schedules together constitute a complete and exclusive statement
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 all the
Parties hereto and evidenced in writing.
20.8 Notices
20.8.1 Wherever provision is made for the giving or issuance of any notice, instruction,
consent, approval, certificate or determination by any Person, unless otherwise
specified, such communication shall be in writing and shall not be unreasonably
withheld or delayed. Wherever provision is made for a communication to be
"written" or "in writing", this means any hand-written, typewritten or printed
communication, including the agreed systems of electronic transmission.
20.8.2 All certificates, notices or written orders between the Parties shall either be
delivered by hand against written acknowledgement of receipt, or be sent by
registered acknowledgement due pre‐paid post or courier or one of the agreed
systems of electronic transmission. In the event of any dispute, unless such
acknowledgement of receipt is provided, the communication shall be treated as
not given.
20.8.3 In the case of the Concessionaire, all communication shall be marked for the
attention of the person and to the address provided below, or to such other
person or address as may be intimated to the Authority by the Concessionaire
from time to time.
Name of Concessionaire’s Representative:
XXXXX
Address for communication:
Address Line 1
Address Line 2
In the case of the Authority, all communication shall be addressed to:
Uttarakhand Tourism Development Board
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Pt. Deen Dayal Upadhyay Paryatan Bhawan, Near O.N.G.C. Helipad, Nimbuwala,
Garhi Cantt, Dehradun, Uttarakhand – 248003
Tel: No.: +91 135 255 9898;
Fax No.: +91 135 255 9988;
E-Mail: pppcell.utdb@gmail.com
20.9 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 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.
20.10 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.
20.11 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.
20.12 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 or
any representation by any Party not contained in a binding legal agreement executed by
the Parties.
20.13 Counterparts
This Agreement may be executed in 2 (two) counterparts, each of which when executed
and delivered shall constitute an original of this Agreement.
IN WITNESS whereof the Parties have executed and delivered this Concession Agreement as of the
date first above written.
SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED
For and on behalf of the Authority by: For and on behalf of Concessionaire by:
(Name) (Name)
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In the presence of:
1.
2.
Page 127 of 156

Schedule- A: The Project

Broad Scope of Work
The scope of work includes but not limited to:
1. Development of Hotel at the Project Site in conformity with the Specifications and Standards set
forth in Clause 1.1.16 and Schedule G:
2. Operation and Maintenance of the Project in accordance with conditions of this document.
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Schedule – B: Project Site

Project Site Description
The Hotel is to be developed on approximately 1290 sqm of land on which the existing building is
situated owned by UTDB. As mentioned earlier, the land is free from any/all encroachments. Below is
location map of site:
For approved plan all the NOCs have already been received by the department. However, the
Concessionaire is free to re-apply in accordance with applicable law / rules / regulations for revisions,
including any modification in the FAR, as per their project implementation plan. The Concessionaire
will have to bear all applicable costs for such revisions.
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Schedule- C: Project Facilities

The Project shall be finalized in accordance with the plan submitted by the Concessionaire and
approved by UTDB. For indicative details of project facilities Clause 1.1.6 of Proposal Data Sheet may
be referred.
The Project shall be completed by the Concessionaire in conformity with the Specifications and
Standards set forth in Schedule G.
Minimum Activities to be Carried out by the Concessionaire
The following activities to be performed by the concessionaire includes but not limited to:
1. Pre-Commissioning Phase
i. During the design, construction & erection phase, the Concessionaire shall prepare the
detailed engineering including detailed design, drawings, and architectural plan and
obtain requisite approvals from Competent Authorities.
ii. Overall designs, material specifications and workmanship shall be the Concessionaire’s
responsibility.
2. Construction Phase
The Concessionaire shall ensure to:
i. Strictly follow the guidelines on quality as set out in NBC/ BIS/ IRC/ MORTH/ PWD/
CPWD specifications or equivalent international Standards (ASTM, DIN etc.)
specifications;
ii. Deploy adequate number of qualified and competent personnel having relevant
experience and skills for implementation of the Project;
iii. Ensure that the construction of the Project Facilities shall be undertaken with minimal
inconvenience to the traffic using the roads surrounding the Project Site;
iv. Ensure that the construction of the Project Facilities shall be undertaken with no/minimal
adverse effects on the environment and to the owners and occupiers of property and/or
land in the vicinity of the Project Site
v. Take necessary precautions to minimize accidents and respond to emergency as quickly
as possible;
vi. Take precautions to avoid inconvenience, damage, destruction of or disturbance to any
third party rights and properties;
vii. Provide a safe, clear and information system of road signs in connection with the Project,
wherever required;
viii. Ensure adequate safety of the personnel deployed at the Project Site which shall include
measures for the safety such as the provision and maintenance of barricades, traffic
signs and illumination;
ix. Planning and designing of buildings as per norms and standards prescribed in Act/ Rules
in the state of Uttarakhand;
x. Planning and designing of buildings should also follow the standards & Specifications for
green building laid down by Indian Green Building Council, if applicable;
xi. Comply with the Applicable Laws and Applicable Permits obtained for the Project
including the clearances obtained by the Government Agency;
xii. Adhere to the Construction Plan;
xiii. Obtain relevant certificate(s) from national/international agency with prior consent of the
Authority, to certify the safety and quality of the adventure activities during / after their
installation and submit the same to the Authority and Independent Engineer. Such
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Certifications shall be renewed periodically as applicable during the course of Concession

Period.
Page 131 of 156

Schedule – D: Project Completion Schedule

1. Project Completion Schedule
During Construction Period, the Concessionaire shall comply with the requirements set forth
in this Schedule for each of the Project Milestones (the "Project Completion Schedule").
Within 15 (fifteen) days of the date of each Project Milestone, the Concessionaire shall notify
the Authority of such compliance along with necessary particulars thereof.
a. Project Milestone-I (As submitted by the Concessionaire)

i. Project Milestone-I shall occur on the date falling on the [90th (Ninetieth)] day from
the Appointed Date (the "Project Milestone-I").
ii. Prior to the occurrence of Project Milestone-I, the Concessionaire shall have
commenced construction of the Project and expended not less than 5% (five per cent)
of the total capital cost set forth in the Financing Documents.
b. Project Milestone-II
i. Project Milestone-II shall occur on the date falling on the [180th (One Hundred
Eightieth)] day from the Appointed Date (the "Project Milestone-II").
ii. Prior to the occurrence of Project Milestone-II, the Concessionaire shall have
commenced construction of permanent structures like buildings and expended not
less than 35% (thirty-five per cent)] of the total capital cost set forth in the Financing
Documents.
c. Project Milestone-III
i. Project Milestone-III shall occur on the date falling on the [360th (Three Hundred
Sixtieth)] day from the Appointed Date (the "Project Milestone-III").
ii. Prior to the occurrence of Project Milestone-II, the Concessionaire shall have
commenced construction of permanent structures like buildings and expended not
less than 50% (fifty per cent)] of the total capital cost set forth in the Financing
Documents
iii. Prior to the occurrence of Project Milestone-Ill, the Concessionaire shall have
commenced installation of machinery and equipments in the Project and expended
not less than 50% (fifty per cent)] of the total capital cost set forth in the Financing
Documents.
d. Project Milestone-IV
i. Project Milestone-III shall occur on the date falling on the [720th (Seven Hundred
Twentieth)] day from the Appointed Date (the "Project Milestone-IV").
ii. Prior to the occurrence of Project Milestone-Ill, the Concessionaire shall have
commenced installation of machinery and equipments in the Project and expended
not less than 75% (seventy-five per cent)] of the total capital cost set forth in the
Financing Documents.
e. Project Construction Completion Date
i. The Project Construction Completion Date shall occur on the [1095th (day from the
Appointed Date.
ii. On or before the Project Construction Completion Date, the Concessionaire shall
have completed full and final construction and development of the Project/Project
Facility in all respect, as defined in this Agreement.
2. Extension of period
Upon extension of any or all of the aforesaid Project Milestones or the Project Construction
Completion Date, as the case may be, under and in accordance with the provisions of this
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Agreement, the Project Completion Schedule shall be deemed to have been amended
accordingly.
Page 133 of 156

Schedule- E: Independent Engineer’s Services

Terms of Reference
1. Objectives
The Independent Engineer shall be required to:
I. Act independently on behalf of both the Authority and the Concessionaire to review and
monitor all activities, associated with design, construction and safety, to ensure
compliance with provisions of the Concession Agreement.
II. Visit, inspect, and report to the Authority on various aspects of the project and carry out
all such activities as are provided in the Concession Agreement. Without prejudice to this,
the scope of services of the Independent Engineer shall be as specified in Clauses 2 to 4.
III. The Independent Engineer shall have no authority to relieve the Concessionaire of any of
its duties or to impose additional obligations other than those expressly provided in the
2. Scope of Services
a. Pre-implementation Period
i. Review the Project Report prepared by the Concessionaire.
ii. Review the Implementation Schedule submitted by the Concessionaire.
iii. Proof checking of designs, calculations and working drawings prepared by
the Concessionaire for the construction of various components of the Project
Facility in accordance with provisions of the Concession Agreement.
iv. Review the adequacy of the geo-technical studies, sub-soil investigations,
hydrological investigation and the topographical survey, if any, carried out by
the Concessionaire.
v. Review the environmental management plan for the Project during
Implementation Period and Operations Period.
vi. Review the proposed quality assurance and quality control procedures during
the Implementation Period and Operations Period.
vii. Review the safety measures proposed during Implementation Period and
Operations Period.
b. Implementation Period
i. Monitor quality assurance and quality control during Implementation period.
ii. Review the material testing results, mix designs and order special tests of
materials and/or completed works, and/or order removal and substitution of
substandard materials and/or works as required.
iii. Ensure that the construction work is carried out in accordance with the
Specifications and Standards and Good Industry Practice.
iv. Identify delays in completion and recommend to the Steering Group/
Concessionaire the remedial measures to expedite the progress.
v. Review “As Built” drawings for each component of the works prepared by the
Concessionaire.
vi. Review the safety measures provided by the Concessionaire.
vii. Supervise and monitor various Completion Tests as provided in the Concession
Agreement
viii. Issue the Completion Certificate, as the case may be, in accordance with the
provisions of the Concession Agreement.
ix. Review and approve the Maintenance Manual prepared by the Concessionaire.
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c. General
i. Design a Management Information System (MIS) for monitoring of the Project by
the Authority.
ii. Determine and recommend changes to the Project Completion Schedule,
Scheduled Project Completion Date and the Concession Period in accordance
with the Concession Agreement.
iii. Mediate and assist in resolving disputes between the Authority and
Concessionaire.
3. Interaction with Steering Group
The Independent Engineer shall interact with the Steering Group on a regular basis.
4. Reporting Requirements
I. The Independent Engineer shall prepare and submit to the Steering Group three copies
and to the Concessionaire two copies of Monthly Progress Report during the
implementation period reports.
II. Various other reports as provided in the Concession Agreement such as Completion
Report.
5. Period of Services
The period of services shall be the Construction Period.
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Schedule – F: Drawings
Drawings
In compliance with the obligations set forth in Article 8.2 of this Agreement, the Concessionaire shall
furnish to the Independent Expert, free of cost, all Drawings listed below:
[Note: The Authority shall list and describe in this Schedule all the Drawings that the Concessionaire
is required to furnish under Article 8.2.]
Additional Drawings
If the Independent Expert determines that for discharging its duties and functions under this
Agreement, it requires any drawings other than those listed hereinabove, it may by noticerequire the
Concessionaire to furnish such drawings forthwith. Upon receiving a requisition to this effect, the
Concessionaire shall promptly prepare and furnish such drawings to the Independent Expert as if
such drawings formed part of this Schedule F.
Page 136 of 156

Schedule – G: Standards & Specifications

Specifications for Design, Engineering and Construction
1. Building Bye Laws as applicable in state
2. The Concessionaire shall ensure to provide an appropriate road marking in the Project Site as
per IRC: 67-2010.
3. 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.
4. Minimum Construction Specifications: As Applicable
Component Specifications/Standards
RCC structures IS 456: 2000 using limit state method
Concrete Minimum Grade - M25
Reinforcement bars High yield strength deformed bars of grade Fe-415 conforming
to IS-1786
Steel structure design IS 800 – 1984
Structural steel IS-2062
Illumination National Lighting Code – 2010 (SP-72)
IS 10322 (Part I) – 1982 / IEC 598 – 1 (1979) Luminaires: Part I

– General Requirements
IS 10322 (Part II) – 1982 / IEC 598 – 1 (1979) Luminaires: Part II

– Construction Requirements
IS 10322 (Part V/ Sec. II) – 2012 Luminaires: Part V – Particular

Requirements, Sec 2 Recessed Luminaires (First Revision)
IS 10322 (Part V/Sec. III):2012/IEC 60598-2-3 (1979)

Luminaires: Part 5 Particular requirements, Sec 3 Luminaires for
road and street lighting (First revision)
IS 10322 (Part V/Sec IV):1987/IEC 60598-2-4 (1979)

Luminaires: Part 5 Particular requirements, Section IV Portable
general purpose
IS 10322 (Part V/ Sec V):1987/ IEC 60598-2-5 Luminaires: Part

5 Particular requirements, Section V Flood lights [superseding IS
1947]
Recommended Values of Illumination as per BIS: 3646 (Part-II)
Environment Management Plan As approved by Environment Ministry
Water Quality IS 10500 – 2012: Indian Standards for drinking Water
Minimum toilet block with all the National Building Code. IS: 1172, IS: 2064 and IS: 2065
facilities
Separate toilets for Men, Women and physically handicapped
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Sanitation requirements Applicable Byelaws for each building type
Fire Protection System (FPS) National Building Code of India (NBC)
Security Measures In line with international standards and as per the applicable
local law
Emergency Management Plan In consultation with Police, Fire, Medical Department etc.
5. Utilities
a. Standby DG Set of adequate capacity shall be provided to meet the emergency load
requirements or for backup during power outages along with the secondary backup
for the minimum operation.
b. Adequate underground/overhead water storage shall be provided to cater for a day
requirement of domestic flushing and firefighting purpose.
c. 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 138 of 156

Schedule – H: Operation and Maintenance Requirements

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 facility shall be maintained as 5-Star hotel as per best industry practices.
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 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
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 the Authority.
The Authority 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.
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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.
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 the Project 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 Authority (for information) along with the application
for Completion Certificate.
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
c. 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:
Page 140 of 156

Component Performance Indicator
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 It shall remain operational on all hours in a day between opening
Chambers 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:
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
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Component Performance Indicator

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 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 & These shall remain functional throughout the year to ensure and
Networking Equipments maintain interconnectivity between the various components of the
Project Facility.
Administration or Operation and This shall remain open for 24 hours a day and throughout the
Maintenance Office 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.
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 the Authority.

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 Authority.
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.
Page 142 of 156

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.
Inspections
The Concessionaire shall plan inspection programme for the Project Facilities for its smooth
operations as follows:
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 observation of the specific object/ item of the Project Facilities for identification and for
quantification of the deficiencies or damages of the Project Facilities.
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 143 of 156

Schedule – I: Vesting Certificate

1. The Uttarakhand Tourism Development Board (the “Authority”) refer to the Concession
Agreement dated *** (the "Agreement") entered into between the Authority, and **** (the
"Concessionaire") for development of the Project under ("DBFOT") basis.
2. The Authority and hereby acknowledge compliance and non- fulfilment by the Concessionaire of
the requirements set forth in Clause 17.2.8 of the Concession Agreement on the basis that upon
issue of this Vesting Certificate, the Authority shall be deemed to have acquired, and all title and
interest of the Concessionaire in or about the Project shall be deemed to have vested unto the
Government, free from any encumbrances, charges and liens whatsoever.
3. Notwithstanding anything to the contrary contained hereinabove, it shall be a condition of this
Vesting Certificate that nothing contained herein shall be construed or interpreted as waiving the
obligation of the Concessionaire to rectify and remedy any defect or deficiency in any of the
requirements under the Agreement and/or relieving the Concessionaire in any manner of the
same
Signed this *** day of ***, 20** at [***].
AGREED, ACCEPTED AND SIGNED SIGNED, SEALED AND DELIVERED
For and on behalf of the CONCESSIONAIRE For and on behalf of the Authority by:
by:
(Name) (Name)
In the presence of:
1.
2.
Page 144 of 156

Schedule – J: Format of Performance Bank Guarantee of Concessionaire
Bank Guarantee No.: ______ Dated: _________________
Issuer of Bank Guarantee:
__________________(Name of the Bank)
__________________________________
__________________________________
(Hereinafter referred to as the “Bank”)
Beneficiary of Bank Guarantee:
Chief Executive Officer, Uttarakhand Tourism Development Board
Nature of Bank Guarantee:
Unconditional and irrevocable Bank Guarantee.
Context of Bank Guarantee
Performance in respect of Concession Agreement (hereinafter referred to as the “Agreement”) to be

entered between the Authority and _______________ (hereinafter referred to as the
“Concessionaire”) for the Development of HOTEL Alaknanda at HARIDWAR as 5-Star Hotel in PPP
mode on DBFOT basis (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. “Performance Bank Guarantee” 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.
Operative part of the Bank Guarantee
1. At the request of the Concessionaire, we , (name and address of the bank), having its branch
at Uttarakhand, hereinafter referred to as the (“Bank”), do hereby unconditionally and
irrevocably affirm and undertake that we are the Guarantor and are responsible to the
Authority i.e. the beneficiary on behalf of the Concessionaire, up to a total sum of
₹____________(Rupees ________________), such sum being payable by us to the
Authority in a bank branch at Uttarakhand immediately upon receipt of first written demand
from the Authority.
2. We unconditionally and irrevocably undertake to pay to the Authority on an immediate basis,
upon receipt of first written demand from the Authority and without any cavil or argument or
delaying tactics or reference by us to Concessionaire and without any need for the 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 ₹ __________________ (Rupees
___________ Only).
3. We hereby waive the necessity of the 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 unconditional and
irrevocable Guarantee and we hereby waive notice of any such change, addition or
Page 145 of 156

modification. We further agree with the Authority that the 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 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 Authority.
6. We unconditionally and irrevocably undertake to pay to the Authority, any amount so
demanded not exceeding ₹__________________ (Rupees ___________ Only)
notwithstanding any dispute or disputes raised by Concessionaire or anyone else in any suit
or proceedings before any dispute review expert, arbitrator, court, tribunal or other authority,
our liability under this Guarantee being absolute, unconditional and unequivocal. The
payment so made by us under this Guarantee to the Authority, shall be a valid discharge of
our liability for payment under this Guarantee and the Concessionaire shall have no claim
against us for making such payment.
7. This unconditional and irrevocable Guarantee shall remain in full force and effect and shall
remain valid until ______________
Notwithstanding anything contained herein:
1. Our liability under this Bank Guarantee shall not exceed Indian ₹__________________
(Rupees ___________ Only).
2. This unconditional and irrevocable Bank Guarantee shall be valid w.e.f. __________to
____________.
3. We are liable to pay the guaranteed amount or any part thereof under this unconditional
and irrevocable Bank Guarantee only and only if the Authority serves upon us a written
claim or demand on or before __________.
________________
Authorized Signatory
For Bank
Page 146 of 156

Schedule – K: Substitution Agreement

THIS SUBSTITUTION AGREEMENT is entered into on this the --------- day of ------------- (Month) ----
(Year) at ------------------------.
AMONGST,
The Uttarakhand Tourism Development Board (hereinafter referred to as the “Authority"), which
expression shall, unless the context otherwise requires, include its administrators, successors and
assigns) of the FIRST PART;
AND
M/s. XXXX Limited, a company incorporated under the provisions of the Companies Act, 1956/
2013and 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 assigns),
AND
YYYY (Financial Institution/ Bank) having its Registered 0ffice/Head Office at --------------------------------
--------------- hereinafter referred to as “the Lender”.
OR
ZZZZ (Financial Institution/Bank) having its Registered Office/Head Office at----------------------------------

-------------- acting for and on behalf of the Lenders listed in Schedule I hereto (hereinafter referred as
“the Lender’s Representative” .
WHEREAS,
A. The Authorityand s keen to implement a project envisaging construction, operation and

maintenance of -------------------------------------------------------- (more particularly described in Schedule
‘A’ and hereinafter referred to as “the Project “) with private sector participation on Design, Build,
Finance, Operate and Transfer (DBFOT) basis.
B. By the Concession Agreement dated ------------ entered into between the Authority, and the
Concessionaire (hereinafter referred to as “the Concession Agreement”) the Concessionaire has been
granted the Concession to implement the Project on DBFOT basis.
C. With a view to facilitate financing of the Project by the Concessionaire, in pursuance of

Clause ------- of the Concession Agreement, the Authority, and the Concessionaire have agreed to
enter into Substitution Agreement being these presents with the Lender/s/Lenders’ Representative.
D. As a condition to making any disbursement pursuant to the Financing Documents, the

Lender(s) has/ have required that the Substitution Agreement being these presents be entered into,
and the Authority and the Concessionaire have agreed to the same
NOW, THEREFORE, THIS AGREEMENT WITNESSETH AS FOLLOWS:
Article – 1: Definitions and Interpretation
1.1 Definitions
In this Agreement the following words and expressions shall, unless repugnant to the context or
meaning thereof, have the meaning hereafter respectively assigned to them.
“Agreement” means this agreement and includes any amendment or modification made to this
agreement in accordance with the provisions hereof.
Page 147 of 156

“Financial Assistance” means the financial assistance set forth in Schedule I hereto, agreed to be
provided by the Lender(s) to the Concessionaire for financing the Project.
“Lender(s)” means the financial institutions/banks whose name(s) and addresses are set out in
Schedule I hereto.
“Residual Concession Period” means the period which shall be aggregate remainder of the
Concession Period as the Suspension Period.
“Selectee” means a Person proposed by the Lender/Lender’s Representative pursuant to this

Agreement and approved by THE AUTHORITY for substituting the Concessionaire for the residual
Concession Period, in accordance with the provisions of this Agreement.
“Suspension Period” means the period commencing from the expiry of the Cure Period specified in
the Preliminary Notice and ending on the date on which all formalities connected with substitution of
the Concessionaire by the Selectee including handing over of Project Site/Project Facility, in
accordance with this Agreement are completed and the substitution has become effective.
1.2. Capitalised terms used in this Agreement but not defined shall have the meaning assigned to
them respectively in the Concession Agreement.
Article – 2: Substitution of the Concessionaire by the Selectee
2.1 Lenders right to Substitute
the Authority, and the Concessionaire hereby irrevocably agree that upon occurrence of an
Concessionaire Event of Default, the Lender(s) shall, without prejudice to any other rights or remedies
available to them under law/Financing Documents and without being required to exercise or exhaust
such rights or remedies, have the right to seek substitution of the Concessionaire by Selectee for the
residual Concession under the Concession Agreement in accordance with the provisions of this
Agreement. Provided upon substitution the Selectee shall be entitled to the extension of the
remainder of the Concession Period by the Suspension Period.
2.2 Preliminary Notice of Termination
The Authority, shall as soon as possible but in any case not later than 15 days of its knowledge of the
occurrence of the Concessionaire Event of Default issue Preliminary Notice of Termination to the
Concessionaire in terms of Clause 15.1.1 of the Concession Agreement, with a copy thereof
simultaneously to the Lenders. Provided if the Concessionaire Event of Default is the one set out in
Clause 15.1.1 of the Concession Agreement, the Authority shall not be obliged to issue Preliminary
Termination Notice until receipt by of the recall notice issued by the Lender(s) to the Concessionaire
2.3 Suspension of Concession and Takeover of the Project Facility
The Concessionaire irrevocably agrees that if the Cure Period specified in the Preliminary Notice of
Termination lapses without the Concessionaire Event of Default having been cured, the Concession
shall effective from the expiry of such Cure Period stand suspended without any further notice or
other act of the Authority, being required, and that the Authority, shall have the right to enter upon
and takeover the Project Site/Project Facility and to take all such steps as are necessary for the
continued operation and maintenance of the Project Facility, levy, collection and appropriation of Fee
subject to servicing the Debt Due as per the Financing Documents, and the substitution of the
Concessionaire by the Selectee in accordance with this Agreement. The Concessionaire hereby
irrevocably consents to the takeover of the Project Facility/ Project Site by theAuthority, forthwith upon
suspension becoming effective.
2.4 Substitution Notice
Page 148 of 156

The Authority, and the Concessionaire hereby irrevocably agree that in the event of the
Concessionaire’s failure to cure the Event of Default specified in the Preliminary Notice of
Termination. The Lender/Lender’s Representative may, within 30 (thirty) days of the expiry of the
Cure Period specified therein notify theAuthority, and the Concessionaire about the intention of the
Lender(s) to seek substitution of the Concessionaire by the Selectee for the Residual Concession (the
“Substitution Notice”).
2.5 Criteria for selection of the Selectee
The Lender/ Lenders’ Representative shall in addition to any other criteria that it may deem fit and
necessary, apply the following criteria in the selection of the Selectee:
(i) the Selectee shall possess the net worth, experience, technical capability and managerial
ability to perform and discharge all the residual duties, obligations and liabilities of the Concessionaire
in respect of the Concession, under the Concession Agreement;
(ii) The Selectee shall have the capability and shall unconditionally consent to assume the
liability for the payment and discharge of dues, if any, of the Concessionaire to the Authority, under
and in accordance with the Concession Agreements and also payment of Debt Due to the Lender(s)
upon terms and conditions as agreed to between the Selectee and the Lenders.
Article – 3: Modality for Substitution
3.1 Modalities for Substitution
The following modalities shall be followed for substitution of the Concessionaire by the Selectee
pursuant to this Agreement:
(i) The Lender(s)/Lenders’ Representative shall be entitled, within a period of 120 (one hundred
twenty) days from the date of delivery of the Substitution Notice pursuant to the preceding Clause 2.2
to invite or procure offers either through private negotiations or public auction or process of tender or
otherwise from the eligible Persons, for the substitution of the Concessionaire by the Selectee and
propose to the Authority, for its approval the Selectee (the “Proposal”). The Proposal of the
Lender/Lender’s Representative shall contain the particulars and information in respect of the
Selectee, the terms of Substitution, particulars of the Debt Due and such data and information as
would be necessary and relevant for the Authority, to decide as to the acceptability of the Selectee.
The Lender/ Lender’s Representative shall provide to the Authority, such additional information and
clarification in respect of any data, particulars or information contained in the Proposal, as the
Authority, may promptly and reasonably require.
(ii) The Proposal shall be accompanied by an unconditional undertaking of the Selectee to the
effect that it shall upon acceptance by the Authority, of the Proposal observe, comply with, perform
and fulfill the residual terms, conditions and covenants of the Concession Agreement as if the
Selectee had been the Concessionaire under the Concession Agreement and to assume, discharge
and pay the Debt Due on the terms and conditions agreed to by the Selectee with the Lenders. The
Selectee shall also undertake to enter into such documents and writings with the Authority, and the
Lender(s) as may be necessary or required to give effect to the substitution of the Concessionaire by
the Selectee.
(iii) the Authority, shall convey to the Lender/ Lenders’ Representative its acceptance or
otherwise of the Selectee within 30(thirty) days of (a) the date of receipt of the Proposal by the
Authority, the Authority, or (b) the date of receipt of the additional information and clarifications in
respect of any data, particulars or information comprised in the Proposal, provided by the
Lender/Lender’s Representative to the Authority, the Authority, whichever is later.
Page 149 of 156

(iv) At any time prior to the acceptance of the Selectee by the Authority, pursuant to this
Agreement, the Authority, may require the Lender/Lenders’ Representative to satisfy it as to the
eligibility of the Selectee and the decision of the Authority, as to acceptance or rejection of any
Selectee (which shall be reasonable), shall be final, conclusive and binding on the Lender(s), the
Selectee and the Concessionaire. In the event that the Authority, fails to communicate its acceptance
or otherwise or the objections if any it has to the acceptance of the Proposal/ the Selectee within a
period of 30 days prescribed in preceding sub-Clause (iii) the Authority, shall be deemed to have
accepted the Proposal/ the Selectee
(v) The rejection of the Selectee if made by the Authority, shall be reasoned and be made after
hearing the Lender/Lenders’ Representative. Following the rejection of the Proposal, the
Lender/Lenders’ Representative shall have the right to submit a fresh Proposal, proposing another
Selectee, within 30 days of receipt of communication regarding rejection of the Selectee previously
proposed. The provisions of preceding sub-Clause (iii) and (iv) shall apply mutatis mutandis to such
fresh Proposal.
(vi) If the Authority, accepts the Proposal/fresh Proposal, the Authority, shall take all necessary
steps to substitute the Concessionaire by the Selectee by amendment of the Concession Agreement
or by execution of fresh agreement or such other writing as may be required or necessary to give
effect to the substitution of the Concessionaire by the Selectee for the Residual Concession Period.
(vii) The substitution of the Concessionaire by the Selectee shall be deemed to be complete upon
the Selectee executing all necessary documents and writings with or in favour of the Authority, and
the Lender(s) so as to give full effect to the terms and conditions of substitution subject to which the
Selectee has been accepted by the Lender(s) and the Authority, and upon the delivery by the
Authority, of the Project Assets to the Selectee. Upon the substitution becoming effective pursuant to
this sub-Clause all the rights of the Concessionaire under the Concession Agreement shall cease to
exist. Provided nothing contained in this sub-Clause shall prejudice any pending/subsisting claims of
the Concessionaire against the Authority, or any claim of the Authority, against the Concessionaire
and the Selectee shall incur no liability or consequence on account of any previous breach/default
and shall subject to the terms and conditions of the substitution, have a period of 90 days to cure any
breach/default subsisting on the date of substitution and required to be cured.
(viii) The decision of the Lenders in the selection of the Selectee shall be final and binding on the
Concessionaire and shall be deemed to have been made with the concurrence of the Concessionaire.
The Concessionaire hereby expressly waives all rights to object to or challenge such selection of the
Selectee on any ground whatsoever.
3.2 Termination and Termination Payment
(i) Where the Lender/Lenders’ Representative (on behalf of all the Lenders) communicates in
writing that (i) the Lender/ Lender’s Representative does not intend to seek substitution of the
Concessionaire, or (ii) that the Lender/Lenders’ Representative has not been able to find suitable
Selectee or (iii) that the Authority, has declined to accept the Selectee proposed by the
Lender/Lenders’ Representative, the Authority, shall proceed to terminate the Concession and to
make Termination Payment, in accordance with the provisions of the Concession Agreement.
(ii) Notwithstanding anything contained hereinabove, the Authority, shall not upon Termination of
the Concession Agreement, be required to take over, the Debt Due save and except to the extent of
Termination Payment due and payable under the Concession Agreement. In such an event the
Authority, the Authority’s obligation shall be limited to assumption of such liabilities and payments of
Debt Due as the Authority; has agreed to bear under the Concession Agreement.
Page 150 of 156

(iii) Nothing contained in these presents shall mean or be interpreted as provision of any
guarantee or surety by the Authority, and it is expressly agreed that the Authority, has not provided
any surety, guarantee or counter guarantee whether directly or indirectly for the recovery of amounts
advanced by the Lenders to the Concessionaire.
Article - 4: Mode of Termination Payments
4.1 Mode of Payment
(i) the Authority, and Concessionaire hereby irrevocably agree, and confirm that so long as the
Debt Due is outstanding the Termination Payment and any other amounts due and payable by the
Authority, to the Concessionaire under any of the provisions of the Concession Agreement shall be
paid only by way of credit directly to a bank account designated therefore by the Lender(s)/Lenders’
Representative and advised to the Authority and the Concessionaire in writing. The Lender(s) shall be
entitled to receive and appropriate the same without any further reference to or consent of the
Concessionaire towards the satisfaction of the Debt Due, subject to payment by the Lender(s) of the
surplus amount if any remaining after satisfaction of the Debt Due, to the Concessionaire. Any
payment so made shall to the extent of such payment constitute a valid discharge to the Authority, of
its obligations with regard to the Termination Payment and of any other monies due to the
Concessionaire under the Concession Agreement.
(ii) For the purpose of giving full effect to the provisions contained in the preceding sub-Clause
(i), the Lender(s)/the Lender’s Representative shall be entitled to make a demand for payment of the
Termination Payment if the Concessionaire has failed to make such demand as required under
Clause 15.4 of the Concession Agreement within 15 days from the Termination Date under intimation
to the Lender(s)/Lender’s Representative.
(iii) The Concessionaire hereby irrevocably appoints and constitutes the Lender(s)/Lenders’
Representative as its agent to make such demand for Termination Payment. Any demand made by
the Lender(s)/Lenders’ Representative pursuant to the power and authority conferred hereby shall for
the purpose of the Clause 14.4 of the Concession Agreement be deemed to be a demand for
Termination Payment made by the Concessionaire.
Article - 5: General
5.1 General
(i) The Parties hereto expressly represent and warrant that they are duly empowered to sign and
execute this Agreement and the Lenders Representative is duly and fully authorised by each of the
Lenders to enter into this Agreement on their behalf.
(ii) Notices under this Agreement shall be sent to the Addresses first hereinabove mentioned.
Any change in the address of any Party shall be duly notified by a Registered post acknowledgement
due and delivered to the other parties.
(iii) The expressions the “Authority”, the “The Authority”, the “Concessionaire”, the “Lender” and
the “Lenders’ Representative” herein used shall unless there be anything repugnant to the subject or
context include the respective successors, legal representatives, administrators and permitted
assigns.
(iv) This Agreement shall not be affected by reorganisation of any Lender, the Concessionaire or
the Authority, and the successor in interest of the Lender or the Authority, shall have the benefit of this
Agreement.
Page 151 of 156

(v) Any dispute, difference or claim arising out of or in connection with or in relation to this
Agreement which is not resolved amicably shall be decided finally by arbitration by a Board of
Arbitrators comprising of a nominee of each party to the dispute. Such arbitration shall be held in
accordance with the Rules of Arbitration of the Indian Council of Arbitration and shall be subject to the
provisions of the Arbitration and Conciliation Act, 1996. The arbitrators shall issue a reasoned award.
The venue of such arbitration shall be Dehradun, India. The Award shall be final and binding on the
Parties. The Parties agree and undertake to carry out the award of the arbitrators (the “Award”)
without delay.
(vi) This Agreement and rights and obligations of the Parties shall remain in full force and effect
pending the Award in any arbitration proceeding hereunder. The Courts in Dehraadun alone shall
have jurisdiction over all matters arising out of or relating to the arbitration agreement contained
herein or proceedings arising out of or relating to the arbitration proceedings thereunder.
(vii) The consultation, recommendation or approval of the Lenders’ Representative under this
Agreement shall always be taken as consultation, recommendation or approval of every concerned
Lender and each such Lender shall be bound by the same.
(viii) This Agreement shall be in addition to and shall not be in derogation of the terms of the
Financing Documents.
(ix) It shall not be necessary for the Lender(s) or the Lenders’ Representative to enforce or
exhaust any other remedy available to them before invoking the provisions of this Agreement.
(x) No amendment, variation or modification to this Agreement shall be valid and effectual unless
made in writing and executed by the duly authorised representatives of all the Parties hereto.
(xi) All stamp duties or other imposts and charges as are applicable on this Agreement or on
amendment of the Concession Agreement or execution of fresh Concession Agreement for the
purpose of substitution as aforesaid shall be borne by and be to the account of the Concessionaire. In
the event of the Lenders making such payment for the time being, it shall be deemed to be a part of
the Debt Dues.
(xii) The Parties hereby expressly agree that for the purpose of giving full and proper effect to this
Agreement, the Concession Agreement and this Agreement shall be read together an construed
harmoniously. The terms of this Agreement shall prevail in the event of any inconsistency with the
Page 152 of 156

Schedule – L: Indicative List of Clearances

The Concessionaire has to obtain clearances required for the implementation of the project while the
Authority would provide its support if necessary. An indicative list of clearances required for the
project is given in the table below:
Sr. No. Item Agency
1 Water connection Uttarakhand Jal Santhan
Electricity connection and Shifting of

2 UPCL
Services and utilities
3 Traffic Management during operation Traffic Police
Clearance for employing labour-Primary

4 Labour Commissioner
employer, Employment of migrant labour
5 Cutting of Trees DFO, Haridwar
Realignment and channelisation of Nalas, Concerned departments of Government of

6
Natural Stream Uttarakhand
7 Fire safety equipment Haridwar Fire brigade, Uttarakhand
Nagar Nigam Haridwar, Uttarakhand Jal

8 Drains and sewers
Santhan and Uttarakhand Jal Nigam
9 Boiler and Diesel Generator Set UPCB
Licence for restaurant and related Concerned departments of Government of

10
Activities Uttarakhand and GOI
Page 153 of 156

Schedule – M: List of Prohibited Activities

The Concessionaire shall not undertake following activities on the Project Site:
i. Any activities resulting in pollution to Lake and ground water.

ii. Any activities creating breach of urban design guidelines of Uttarakhand
iii. Any Activities of hazardous nature
iv. Activities resulting air and noise pollution
v. Any other Unlawful activities
Page 154 of 156

Schedule – N : Deleted
Page 155 of 156

Schedule – O: Memorandum of Understanding

(To be provided later by Concessionaire)
Page 156 of 156

RFP HotelAlaknanda Haridwar 13.01.23

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RFP HotelAlaknanda Haridwar 13.01.23

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JANUARY 13, 2023

DEVELOPMENT OF HOTEL ALAKNANDA AT

Volume I: Request for Proposal

UTTARAKHAND TOURISM DEVELOPMENT BOARD

1 Proposal Data Sheet ..................................................................................................................... 13

1.1 Project Background & Introduction ............................................................................................. 13

1.2 Proposal process and description ............................................................................................... 16

2 Instructions to Bidders ................................................................................................................... 22

2.1 Scope of Proposal ................................................................................................................. 22

2.2 Eligible Bidders...................................................................................................................... 22

2.3 General Terms of Bidding ..................................................................................................... 24

2.4 Change in Composition of the JV.......................................................................................... 27

2.5 Change in Ownership ............................................................................................................ 28

2.6 Cost of Bidding ...................................................................................................................... 28

2.7 Site Visit and Verification of Information ............................................................................... 28

2.8 Right to Accept and to Reject Any or All Proposals .............................................................. 29

2.9 Contents of the RFP .............................................................................................................. 30

2.10 Clarifications .......................................................................................................................... 31

2.11 Amendment Modification of RFP .......................................................................................... 31

2.12 Language .............................................................................................................................. 31

2.13 Format and Signing of Proposal............................................................................................ 31

2.14 Submission of Proposals ....................................................................................................... 32

2.15 Proposal Due Date ................................................................................................................ 32

2.16 Late Proposals ...................................................................................................................... 33

2.17 Contents of the Proposal ....................................................................................................... 33

2.18 Modifications/ Substitution/ Withdrawal of Proposals ........................................................... 33

2.19 Rejection of Proposals .......................................................................................................... 33

2.20 Validity of Proposals .............................................................................................................. 33

2.21 Confidentiality ........................................................................................................................ 33

2.22 Correspondence with the Bidder ........................................................................................... 34

2.23 Proposal Security .................................................................................................................. 34

3 Evaluation of Proposals ................................................................................................................ 35

3.1 Opening and Evaluation of Proposals ................................................................................... 35

3.2 Evaluation of Technical Proposal .......................................................................................... 35

3.3 Tests of Responsiveness ...................................................................................................... 35

3.4 Details of Experience ............................................................................................................ 35

3.5 Financial Information for Purposes of Evaluation ................................................................. 36

3.6 Technical Capacity for Purposes of Evaluation .................................................................... 36

3.7 Shortlisting of Bidders ........................................................................................................... 36

3.8 Selection of Bidder ................................................................................................................ 36

3.9 Contacts During Proposal Evaluation ................................................................................... 37

4 Fraud and Corrupt Practices ......................................................................................................... 38

5 Pre- Proposal Conference ............................................................................................................. 40

Appendix I. Letter Comprising the Proposal ......................................................................................... 42

Annex i. Details of Bidder .................................................................................................................. 45

Annex ii. Technical Capacity of the Bidder ....................................................................................... 47

Annex iii. Financial Capacity of the Bidder ........................................................................................ 48

Annex iv. Statement of Legal Capacity ............................................................................................. 49

Appendix II. Financial Proposal ............................................................................................................ 50

Appendix III. Format of Bank Guarantee for Proposal Security ............................................................ 51

Appendix IV. Power of Attorney for signing of Proposal ....................................................................... 53

Appendix V. Power of Attorney for Lead Member of JV ....................................................................... 55

Appendix VI. Format for Anti-Collusion Certificate ............................................................................... 57

Appendix VII. Joint Bidding Agreement ................................................................................................ 58

Appendix VIII Litigation History ............................................................................................................. 62

Appendix –IX Affidavit ........................................................................................................................... 63

Appendix X. Bid Security Declaration ................................................................................................... 64

1 Definitions and interpretation ........................................................................................................ 68

1.1 Definitions .............................................................................................................................. 68

1.2 Principles of Interpretation .................................................................................................... 74

1.3 Measurements and Arithmetic Conventions ......................................................................... 75

1.4 Ambiguities within Agreement ............................................................................................... 75

2 The Concession ............................................................................................................................ 76