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Kannur International Airport Ltd

RFP No: KIAL/COO/28/2019-20

Request for Proposal (RFP) for Selection of Agency for Development

of Day Hotel in Design, Build, Finance, Operate and Transfer model

at

Kannur International Airport

Registered Office: Parvathy”, T.C 36/1,

Chacka, N.H Bypass, Thiruvananthapuram,

Kerala – 695 024

Ph: +91 471 2508668, 2508670

Fax: +91 471 2508669

May 2019

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Request for Proposal (RFP) for selection of agency for development of day hotel in Design,

Build, Finance, Operate and Transfer (DBFOT) model at Kannur International Airport

(This RFP is meant for exclusive purpose of submitting the Bid in accordance with the

terms and conditions specified herein, and this RFP shall not be transferred, reproduced or

otherwise used for purposes other than that for which it is specifically issued)

RFP No: KIAL/COO/28/2018-19

Earnest Money

Deposit

Rs 50,000/- (Rupees Fifty Thousand ) to be submitted online.

RFP document fee Rs. 11,800/- including GST (Rupees Eleven Thousand and Eight

Hundred Only)to be submitted online.

Document Download Start Date 07 May 2019 at

1600 hrs

End date : 27 May 2019 up

to 1845 hrs

Bid Submission

Start Date : 07 May 2019 at

1600 hrs

End date : 27 May 2019 up

to 1400 hrs

Pre Bid Meeting 17 May 2019 at 1130 hrs

Technical Bid

Opening

date and time

29 May 2019 at 1400 hrs

Financial Bid

Opening

Date Will be notified after the Technical Bid opening process

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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 their 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 neither an agreement/ offer nor an 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 for them in making their financial offers

pursuant to this RFP (the “Bid”). 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 this RFP,

especially the feasibility report, may not be complete, accurate, adequate or correct. Each

Bidder shall therefore conduct its own investigations and analysis and shall 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 depends upon interpretation of law. The information given is not 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 or 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 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

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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.Such changes if any, shall be published in the website of Kannur

International Airport Ltd. (www.kannurairport.aero).

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

submission of its Bids 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

Bid. 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 Bid, regardless of the conduct or

outcome of the Bidding Process.

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Table of Contents

E-Tendering Guidelines to the Bidders

1. Introduction

2. Instruction to Bidders

3. Fraud and Corrupt Practices

4. Pre-bid Conference

5. Scope of Concession

6. Miscellaneous

7. Electronic Point of Sale (EPOS)

8. Appendix -1 –Letter Comprising the Bid

9. Appendix –II-Details of Bidders

10. Appendix –III-Technical and Financial Capacity of the Bidder

11. Appendix-IV-No dues Certificate

12. Appendix-V-Power of Attorney for signing of Bid

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

14. Appendix-VII- Format for Technical proposal

15. Appendix –VIII-Format for Financial Proposal

16. Appendix-IX-Project Facilities Proposal

17. Annexure -1- EMD &RFP Fee Compliance Statement

18. Annexure -2-Technical Document Compliance Statement

19. Annexure -3- Proforma of Bank Guarantee for Security Deposit

20. Annexure-4-Location Details

21. Schedule-A-Description of Location

22. Annexure-5-Bill of Quantity

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“E-TENDERING GUIDELINES TO THE BIDDERS”

1) Tendering Process:

i) This tendering is carried out through e-procurement System of National Informatics

Centre via the Kerala State IT Mission is an open e- tender process with Multi

Currency option and consists of 3 Covers as follows :

Cover-1: Fee Paid Details: Compliance statement (Annexure 1) duly filled confirming

the online submission of the Tender Fee and Earnest Money Deposit (EMD) by the

tenderer.

Cover-2: Pre & Technical Bid: The Tenderer shall submit the Pre and Technical Bid-

Qualification documents Compliance statement (Annexure 2) duly filled in, along

with the scanned copies of the documents.

Cover-3: Financial Bid: ** The Tenderer shall upload the duly filled Bill of Quantity

in BOQ.xls file document.

**Note: The blank price bid (BOQ.xls file) should be downloaded and saved on

bidder`s computer without changing file-name otherwise bid will not get uploaded.

The bidder should fill in the details in the same file and upload the same to the

website.

ii) Fixed Price: Prices quoted by the Bidder shall be fixed during the bidder`s

performance of the contract and not subject to variation on any account. A bid

submitted with an adjustable / variable price quotation will be treated as non-

responsive and rejected.

iii) Bidders have to submit their documents pertaining to the Pre-Qualification Criteria /

Technical Criteria and Financial Quote, strictly online, in the website

www.etenders.kerala.gov.in. No manual submission is allowed and manual bids

shall not be accepted and considered under any circumstances.

iv) Submission of a Tender by a Tenderer implies that he has read this notice and all

other contract documents and has made himself aware of the eligibility criteria, scope

and specifications of the works to be done, local conditions, local material rates and

other factors bearing on the execution of the works.

v) Notification of Award of contract will be made in writing to the successful

Tenderer by the Accepting Authority or his representative. The contract will

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normally be awarded to the qualified and responsive Tenderer offering lowest

evaluated bid in conformity with the requirements of the specifications and

contract documents and the Accepting Authority shall be the sole judge in this

regard. The Accepting Authority does not bind himself to accept the lowest or, any

tender or to give any reason for his decision.

vi) A responsive tenderer is one who submits priced tender and accepts all terms and

conditions of the specifications and contract documents.

vii) Pre & Technical Bid Qualification documents: The Pre-Bid & Technical Bid

Qualification documents of the bidders who have submitted the Tender Fee and

Earnest Money Deposit online and also submitted unconditional acceptance letter

in fee cover as per the tender conditions will only be opened and evaluated.

viii) Pre Bid Meeting: The bidders may be called for a Pre-Bid meeting if required, prior

to the bid opening

ix) Financial Bid: Only the Financial Bid of the Bidders who have qualified in the Pre-

Bid and Technical Bid as per the tender conditions and accepted by Kannur

International Airport Ltd will be opened on a later date, with prior notification.

x) Publishing of Corrigendum: All corrigendum shall be published on

www.etenders.kerala.gov.in and shall not be available elsewhere.

2) GUIDELINES TO BIDDERS :

i) Tender documents can be down loaded from the Web site

www.etenders.kerala.gov.in. The bids shall be submitted online through this

portal.

ii) Bidders (Including Foreign Nationals) should have a Class II or above Digital

Signature (DSC) to be procured at their own cost from any Registration

Authorities under the Certifying Agency in India (details available on

www.cca.gov.in).The Office of Controller of Certifying Authorities (CCA), issues

Certificate only to Certifying Authorities(CA).CA issue Digital Signature

Certificate to end-user. Bidders can approach any one of the five CAs for getting

Digital Signature Certificate. The website addresses are given below:

www.safescrypt.com

www.idrbtca.org.in

www.tcs-ca.tcs.co.in

www.ncodesolutions.com

www.e-Mudhra.com

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iii) Subsequently, bidders have to register (one time process) on the website

www.etenders.kerala.gov.in. for participating in this tender. For any type of

assistance, bidders may contact the e-procurement support desk of Kerala State IT

Mission through email : etendershelp@kerala.gov.in with a copy to

etenderenquiry@kannurairport.in

Telephone:0471-2577088 / 2577188 / 2577388

OR

0484-2336006 / 2325262

iv) The bidders shall submit their Technical bid and Financial bid online together on

www.etenders.kerala.gov.in along with online payment of tender document fees and

EMD. Finally click on “Freeze bid” link /icon to complete the submission process

(which is necessary for the successful submission)

Note: In order to avoid any system related or other complications during submission

bids in the last moment, all bidders are advised to upload their bids/ relevant

documents at least 3 hours before the bid submission cut off time. In this regard

request for extension of time received through any mode of communication due to

failure of submission during last minute will not be entertained .

For detailed instructions on bid submission process, please visit

www.etenders.kerala.gov.in. and click “Bidders Manual Kit” link on the Home page.

3) TENDER DOCUMENT FEES AND EARNEST MONEY DEPOSIT (EMD)

The bidder shall pay, a tender document fees of Rs. 11,800/ -including GST (Rupees

Eleven Thousand Eight Hundred Only) and Earnest Money Deposit of Rs. 50,000/-

(Rupees Fifty Thousand only). The EMD is required to protect the tenderer against

risk of Bidder`s conduct, which would warrant the forfeiture of security.

Online Payment modes: The tender document fees and EMD can be paid in the

following manner through e-payment facility provided by the e-procurement system:

i) STATE BANK OF INDIA (SBI) INTERNET BANKING :

If a bidder has a SBI internet banking account, then, during the online bid

submission process, bidder shall select SBI option and then select Internet

banking option. The e-procurement system will re-direct the bidder to SBI`s

Internet banking page where he can enter his internet banking credentials and

transfer the tender document fee and EMD amount.

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ii) NATIONAL ELECTRONIC FUND TRANSFER (NEFT) / REAL TIME GROSS

SETTLEMENT (RTGS) :

a) If a bidder holds bank account in different bank, then, during the online bid

submission process, bidder shall select NEFT / RTGS option. An online

remittance form would be generated, which the bidder can use for

transferring amount through NEFT / RTGS either by using internet banking

of his bank or visiting nearest branch of his bank. After obtaining the

successful transaction receipt no., the bidder has to update the same in e-

procurement system for completing the process of bid submission. Bidder

should only use the details given in the Remittance form for making a NEFT /

RTGS payment otherwise payment would result in failure in e-procurement

system.

b) Bidders are advised to exercise NEFT mode of payment option at least 48

hours and RTGS payment at least 24 hours prior to the last date and time of

bid submission to avoid any payment issues.

c) The Bidder need to generate fresh NEFT / RTGS challan form for this tender

for making the on line fee payment. Using Old challan forms pertaining to

any of the earlier tenders / re-tenders for making the on line fee / EMD

payment will not be accepted by the e-Procurement System and will result in

rejection of bid.

NEFT / RTGS Payment Guidelines:

i) Bidder should ensure that the tender document fees and EMD are remitted as

one single transaction.

ii) Bidder should ensure that the tender document fees and EMD are remitted only

to the account number given in the remittance form provided by the e-

procurement system for that particular tender.

iii) Only NEFT / RTGS remittance are allowed. Bidder must ensure that the

banker does NEFT / RTGS transaction only (for above 2 lakhs payments as per

RBI guidelines). No other payments modes are accepted.

iv) Bidder should ensure that the amount being remitted is exactly the same as

shown in the remittance form.

v) Bidders should ensure that the remittance confirmation (UTR number)

received after NEFT / RTGS transfer should be updated as it is, in the e-

procurement system for tracking the payment.

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vi) The remittance form provided by the e-procurement system shall be valid for

that particular bidder and bid only and should not be re-used for any other

tender or bid or by any other bidder.

vii) Any transaction charges levied while using any of the above modes of online

payment has to be borne by the bidder. The supplier / contractor`s bid will be

evaluated only if payment status against bidder is showing “Success” during bid

opening.

4) CRITICAL DATES

NOTE:

i. Kannur International Airport Ltd. may at its discretion extend / change the schedule of

any activity by intimating the bidders through a notification on the e-tender portal.

ii. The time that is displayed from the server clock at the top of the tender Portal, will be

valid for all actions of requesting bid submission, bid opening etc., in the e-Procurement

portal. The Time followed in this portal is as per Indian Standard Time (IST) which is

GMT+5:30. The bidders should adhere to this time during bid submission.

SL

No.

EVENT DATE and TIME

1 Document

Download sale Start Date 07 May

2019 at 1600 hrs

End date : 27 May 2019 up to

1400 hrs

2 Bid Submission Start Date : 07 May

2019 at 1600 hrs

End date : 27 May 2019 up to

1400 hrs

3 Pre bid Meeting 17 May 2019 at 1130 hrs

4 Pre-Qualification &

Technical Bid Opening

Date

29 May 2019 at 1400 hrs

5 Financial Bid Opening

Date

Date Will be notified after the Technical Bid opening process

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5) CLARIFICATION ON TENDERS

a) All enquiries/clarifications in connection with this tender should be addressed to the

Managing Director, through clarifications in the e-Procurement system (Tender

management). The Clarifications / queries shall be replied through the Clarification

system of e-tender portal http://www.etenders.kerala.gov.in. Any Queries/letters

received other than through e-portal will not be accepted or replied.

b) To assist in the examination, evaluation and comparison of Tenders, the Purchaser may,

at its discretion, ask the Tenderer for a clarification. All responses to requests for

clarification shall be through the e-Procurement System only.

c) The tenderer, at its discretion, extend the deadline for the submission of Tender by

amending the Tender Documents in accordance with Clause 4 of this, in which case all

rights and obligations of the Purchaser and Tenderers previously subject to the deadline

will thereafter be subject to the deadline as extended.

6) Modification and Withdrawal of Tenders:

a. No Tender shall be modified subsequent to the deadline for submission of Tenders.

b. No Tender shall be withdrawn in the interval between the deadline for submission of

Tenders and the expiration of the period of Tender validity specified.

c. If the tenderer modifies the tender condition at any stage even after submitting the

unconditional acceptance letter then the bid submitted by the tenderer are liable to be

rejected and the EMD shall be forfeited.

Managing Director

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1. INTRODUCTION

1.1 Background

1.1.1. The Kannur International Airport Ltd (hereinafter referred to as “Authority/Kannur

International Airport Ltd.”) is a public limited company set up by the Government of

Kerala to build, own and operate Kannur International Airport. Kannur International

Airport Ltd requires qualified parties meeting the eligibility criteria for the development

of a day hotel in Design, Build, Finance, Operate and Transfer (DBFOT) model (the

“Project”). Kannur International Airport Ltd. invites proposals from parties meeting the

eligibility criteria for selection of the bidder to whom the Project may be awarded. Brief

particulars of the Project are as follows:

Exhibit 1.1 Project Summary

Sl.

No.

Project Name Location

1. Selection of agency for development of Day Hotel

in Design, Build, Finance, Operate and Transfer

(DBFOT) model at Kannur International Airport

Kannur International

Airport

1.1.2. The Selected Bidder, shall be responsible to design, construct, develop, finance, operate,

maintain and manage the project in accordance with the provisions of the concession

agreement (the “Concession Agreement”) to be entered into between the Selected Bidder

and the Authority .

1.1.3. The project envisaged in this RFP is Design, Build, Finance, Operate and Transfer Day

Hotel .The bidder offering the most competitive Financial Proposal (highest revenue

share) to Kannur International Airport will considered for the award of work.

“Concession Fee” for a particular month shall mean sum of the following:

(i) Minimum Monthly Guarantee(MMG) or Highest Quoted Percentage for Revenue

Share of the monthly net sales whichever is higher and shall be calculated and

payable in the form and manner as set out under the Concession Agreement.

(ii) Space Rent

Name of the

Concession

Term of

Concession

Minimum Monthly

Guarantee (MMG)

Type of Concession

Design, Build,

Finance, Operate

and Transfer of Day

Hotel

10 years

(extendable to

5 years)

Rs.5 lakhs

(Please see clause 1.1.6

also)

Quoted Revenue

share or MMG

whichever is higher +

Space Rent

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The Bid parameter will be the bidder offering the most competitive Financial Proposal

(highest revenue share) to Kannur International Airport .

1.1.4. The space rent fixed is Rs 350 per sq.m/month and the same shall be subject to an annual

escalation of 10% per annum.

1.1.5. The scope of the work will broadly include design, construct, develop, finance, operate,

maintain, manage and transfer the day hotel. The concessionaire shall provide Day Hotel

services 24 hours a day throughout the concession period. The Concessionaire will be

provided with an area at +80.5 m lvl inside the Airport The concessionaire shall develop a

Day hotel in the allocated area. The day hotel area is a bare floor with partitions and

plastering completed for 25 rooms (all bath attached) including 2 suite rooms with

restaurant, meeting room, reception/lobby and separate common shower area. The

common shower area shall also be provided to customers on chargeable basis. The

Concessionaire has to carry out all the works necessary to complete the day hotel in all

respects including but not limited to flooring, painting, false ceiling, joineries,

electrification, electrical fittings and fixtures, plumbing, sanitary fixtures, Air conditioning,

Fire Fighting systems, Fire Detection and Alarm system, ELV works, Furniture etc.

1.1.6. The bidder can construct a second floor either in the beginning or after sometime .The

MMG will increase to Rs. 8 lakhs thereafter. The space rent of second floor will be one

third of the rent of ground floor.

1.1.7. The concessionaire shall provide all related services to the guest as per the standards of 3

star or above. It will include all front office management, room services, housekeeping,

repair and maintenance services, food and beverages services and banquet related services.

The operator shall be entitled to fix the prices or tariff of these services and change the

rates thereof whenever it deems fit.

1.1.8. The monthly guarantee shall be paid by the Concessionaire from the date of

commencement of commercial operations of day hotel or 9 months after issue of Letter of

Award whichever is earlier.

1.1.9. The space rent shall be paid by the Concessionaire from the date of commencement of

commercial operations of day hotel or 6 months after issue of letter of award whichever is

earlier.

1.1.10. The statements and explanations contained in this RFP are intended to provide a proper

understanding to the Bidders about the subject matter of this RFP and should not be

construed or interpreted as limiting in any way or manner the scope of services and

obligations of the Concessionaire set for the in the Concession Agreement or the

Authority’s right to amend, alter, change, supplement or clarify the scope of work, the

concession to be awarded pursuant to this RFP or the terms thereof or herein contained.

Consequently, any omissions, conflicts or contradictions in the Bidding Documents

including this RFP are to be noted, interpreted and applied appropriately to give effect to

this intent, and no claims on that account shall be entertained by Authority.

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1.1.11. The Authority shall receive Bids pursuant to this RFP in accordance with the terms set

forth in this RFP and other documents to be provided by the Authority pursuant to this

RFP (collectively the “Bidding Documents”), as modified, altered, amended and clarified

from time to time by the Authority, and all Bids shall be prepared and submitted in

accordance with such terms.

1.2. Brief description of bidding process

1.2.1 The bidding process envisaged here is a three cover system consisting of Fee, Technical bid

and Financial Bid.

1.2.2 The Bid shall be valid for a period of 120 (One Hundred Twenty) days from the date

specified in Clause 1.3 for submission of bids (the “Bid Due Date”).

1.2.3 A Bidder is required to remit, along with its Technical Bid an amount Rs. 50,000/- ( Rupees

Fifty Thousand Only) as “EMD” ,on line. The Bid shall be summarily rejected if it is not

accompanied by EMD.

1.2.4 Generally, the qualified Bidder who has quoted the highest Monthly Guarantee in the

financial bid will be selected as the successful bidder and the letter of intent of award will

be issued to him.

The shortlisted Bidders other than the bidder offering the highest Monthly Guarantee shall

be kept in reserve and may in accordance with the process specified in provisions of this

RFP, be invited to match the Bid submitted by the highest Bidder in case such highest

Bidder withdraws or is not selected for any reason. In the event that none of the other

Bidders match the Bid of the highest Bidder, the Authority may, in its discretion, invite

fresh Bids or annul the Bidding Process, as the case may be.

1.2.5 Bidders are strongly recommended to examine the Project in greater detail, and to carry

out, at their cost, such studies as may be required for submitting their Bids for award of

the Concession. The Authority will not be held responsible for any incorrect decision

arrived at by the bidder based on the data provided in this RFP document.

1.2.6 Bids are invited for the Project on the basis of highest Monthly Guarantee to the

Authority by the Bidder for undertaking the Project. The Concession Period is pre-

determined, as indicated in the Concession Agreement. The Monthly Guarantee shall

constitute the sole criteria for evaluation of Bids. Subject to this RFP. The Project will be

awarded to the Bidder quoting the highest Monthly Guarantee.

1.2.7 Other details of the process to be followed at the Bid Stage and the terms thereof are spelt

out in this RFP.

1.2.8 Date of Commencement

The date of commencement of operations shall be indicated in the provisional letter of

award. In case of any directive from the Govt. of India / MoCA or from the court of

jurisdiction, by which the date of commencement of the operation is altered / extended,

then the selected bidder is bound to commence the operations as per the newly fixed

commencement date which shall be informed by Kannur International Airport Ltd. The

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period of concession shall be counted from such actual date of commencement of

operations fixed by Kannur International Airport Ltd.

1.2.9. Minimum Period of Operation

The Agency appointed has to perform operations as per the RFP document and concession

agreement for a minimum period of 5 years, failing which the entire Interest Free Security

Deposit (IFSD) remitted will be forfeited in favor of Kannur International Airport Ltd..

However, Kannur International Airport Ltd. shall have the right to terminate services of the

agency before this period on account of breach of contract/ on account of safety and/or

security breaches or non-compliance or due to any statutory or legal reason. In such case

the forfeiture of the IFSD shall not be made, unless the termination is due to any reason

attributable to the bidder.

1.2.10. SECURITY DEPOSIT

The successful bidder has to deposit with Kannur International Airport Ltd. an Interest

free security deposit (IFSD) of Rs. 75 Lakhs within 20 days from the issue of letter of

award, with Rs.37.5 Lakhs in the form of Demand draft/ RTGS Transfer and balance 37.5 in

the form of unconditional and irrevocable bank guarantee valid for the entire period of

concession agreement from the date of issue of provisional award with an additional claim

period of three months. Alternately IFSD can be reduced to Rs 50 lakhs to be paid through

demand draft/RTGS

1.2.10.1. The security deposit is as follows:

Sl

No.

Package Security Deposit

1 Design, Build, Finance,

Operate and Transfer Day

Hotel

Rs.75 Lakhs (Rs.37.5 Lakhs in the form of Demand draft/ RTGS Transfer and balance 37.5 in the form of unconditional and irrevocable bank guarantee ) .Alternately IFSD can be reduced to Rs 50 lakhs to be paid through demand draft/RTGS

1.2.10.2. If the interest free security deposit is not paid in full within the stipulated time, the bidder

will lose his right to be appointed as concessionaire at Kannur Airport and the provisional

award letter issued by Kannur International Airport Ltd. to such bidder, shall stand

cancelled automatically. In such cases, the EMD shall stand forfeited in favour of Kannur

International Airport Ltd.

1.2.10.3. The successful bidder/bidders shall also deposit with Kannur International Airport Ltd. an

additional Interest free security Deposit (IFSD) of Rs.5 lakh in the form of DD/through

RTGS towards additional security deposit for payment of utility charges. This is

applicable if the Concessionaire is availing any utilities from Kannur International Airport

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Ltd.

1.2.10.4. The IFSD will be refunded to the successful bidder/bidders at the end of the period of the

concession without any interest and after deduction of any amount due and payable to

Kannur International Airport Ltd.

1.2.10.5. The bank guarantee submitted shall be from a nationalized / scheduled bank in India.

1.2.10.6. The bank guarantee shall be valid for the entire period of concession agreement from the

date of issue of provisional award with an additional claim period three months.

1.2.10.7. In case the performance is not satisfactory or if the concessionaire violates any of terms

and conditions of concession agreement or for any security lapse, Kannur International

Airport Ltd. shall have the right to invoke the bank guarantee and realize the amount.

Prior Information, as warning regarding non-satisfactory performance, shall be issued by

Kannur International Airport Ltd. to the concessionaires.

1.2.10.8. The successful bidder/bidders shall replenish the Bank Guarantee, in case it is invoked,

within 30 days from the date of recovery.(delete)

1.2.10.9. The security deposit from the concessionaires shall be deemed to be a:

a) Guarantee for the due performance of the obligations of the concessionaires as per

concession agreement.

b) Guarantee by the concessionaires for Successful and satisfactory operation of the

facilities.

c) Guarantee for Successful completion of the minimum concession period of 5 years

d) Guarantee for the Monthly Guarantee payable to Kannur International Airport Ltd.

during the concession period.

1.3 Critical Dates

The Authority shall endeavor to adhere to the bidding schedule as per the RFP:

SL

No.

EVENT DATE and TIME

1 Document

Download sale Start Date 07 May

2019 at 1600 hrs

End date : 27 May 2019 up to

1400 hrs

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Note:**

Kannur International Airport Ltd. may at its discretion extend /change the schedule of any

activity by intimating the bidders through a notification on the –tender portal.

2 Bid Submission Start Date : 07 May

2019 at 1600 hrs

End date : 27 May 2019 up to

1400 hrs

3 Pre bid Meeting 17 May 2019 at 1130 hrs

3.

Pre-Qualification &

Technical Bid Opening

Date

29 May 2019 at 1400 hrs

4.

Financial Bid Opening

Date

Date Will be notified after the Technical Bid opening process

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2. INSTRUCTIONS TO BIDDERS A. GENERAL

2.1. General terms of Bidding

2.1.1. A Bidder is eligible to submit only one Bid.

2.1.2. Notwithstanding anything to the contrary contained in this 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.

2.1.3. The Technical Bid should be furnished in the format at Appendix – VII.

2.1.4. The Financial Bid should be furnished in the format at Appendix – VIII.

2.1.5. Concession fee shall be payable by Concessionaire to the Authority and the expenses

towards usage of water, electricity (if provided by the Authority), as per the terms and

conditions of this RFP and the provisions of the Concession Agreement.

2.1.6. The bidder shall submit a Power of Attorney as per the format prescribed in Appendix-V

authorizing the signatory of the bid to commit the bidder.

2.1.7. The bids submitted by Consortiums shall not be considered for evaluation.

2.1.8. Any condition or qualification or any other stipulation contained in the Bid submitted by

the bidder shall render the Bid liable to rejection as a non-responsive Bid.

2.1.9. The Bid and all communications in relation to or concerning the Bidding Documents and

the Bid shall be in English language only or the translated version of schedule language(s)

of India in English.

2.1.10. The Bidding Documents including the RFP and all attached documents are and shall

remain the property of the Authority and are transmitted to the Bidders solely for the

purpose of preparation and the submission of a Bid 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 Bid. The Authority will not return any Bid or any

information provided along therewith.

2.1.11. A Bidder shall not have a conflict of interest (the “Conflict of Interest”) that affects the

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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 Bid Security or

Performance Security, as the case may be. 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. such Bidder (or any constituent thereof) and any other Bidder (or any constituent

thereof) have common controlling shareholders or other ownership interest; provided

that this qualification shall not arise in cases where the direct or indirect shareholding

in a Bidder thereof in the other Bidder(s) (or any of its constituents) is less than 1%

of its paid up and subscribed capital ;or

ii. a constituent of such Bidder is also a constituent of another Bidder ;or

iii. such Bidder receives or has received any direct or indirect subsidy from any other

Bidder, or has provided any such subsidy to any other Bidder; or

iv. such Bidder has the same legal representative for purposes of this Bid as any other

Bidder; or

v. such Bidder has a relationship with another Bidder, directly or through common third

parties, that puts them in a position to have access to each other’s information about,

or to influence the Bid of either or each of the other Bidder.

2.1.12. A Bidder shall be liable for disqualification and forfeiture of Bid 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 Letter of Award (LoA) or (ii)

execution of the Concession Agreement. In the event any such advisor is engaged by the

Selected Bidder or Concessionaire, as the case may be, after issue of the Letter of Award 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

Bid 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 revoked/ terminated without the Authority being liable in any manner

whatsoever to the Selected Bidder or Concessionaire for the same.

2.1.13. The RFP is not transferable.

2.1.14. Any award of Concession pursuant to this RFP shall be subject to the terms of Bidding

Documents.

2.2. Cost of Bidding

The Bidders shall be responsible for all the costs associated with the preparation of their

Bids 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.

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2.3. Site visit and verification of information

2.3.1. Prior to submitting the Proposal, the Bidder is advised to visit and examine the project

site and its surroundings, obtain and ascertain for themselves all technical data, and

other information necessary for preparing their Proposal (bid) including carrying out

necessary technical surveys, field investigations, market & demand assessment (for waste

processing), assets condition assessment etc. at its own cost and risk. Bidders are

encouraged to submit their respective Bids after visiting the Project site/area to ascertain

the ground situation, coverage, quality of assets or any other matter considered relevant

by it. The Bidder shall be deemed to have full knowledge of the site conditions, whether

physically inspected or not, if Bidder submits a Proposal for this project.

2.3.2. For the above purpose, the Bidders may approach the Authority for assistance during any

site visit. The Bidders shall be responsible for all arrangements and shall release and

indemnify the Authority and/or any of its agencies/consultants/advisors from and against

all liability in respect hereof and shall be solely responsible for any personal injury, loss of

or damage to property or any other loss, damage, costs or expenses, however caused,

which, but for the exercise of such permission, would not have arisen due to this RFP.

2.3.3. It shall be deemed that by submitting a Bid, the Bidder has:

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 this RFP Document;

d. Satisfied itself about all matters, things and information necessary and required for

submitting an informed Bid, 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 this RFP hereinabove shall not be a basis for any claim for compensation,

damages, extension of time of performance of its obligations, loss of profit 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.

2.3.4. 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 Document or the Bidding Process, including

any error or mistake therein or in any information or data given by the Authority.

2.4. Authority’s Right to accept and to reject any or all Bids

2.4.1. Notwithstanding anything contained in this RFP, the Authority reserves the right to

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accept or reject any Bid and to annul the Bidding Process and reject all Bids at any time

without any liability or any obligation for such acceptance, rejection or annulment, and

without assigning any reasons thereof.

2.4.2. The Authority reserves the right to reject any Bid and appropriate the Bid Security if:

a. At any time, a material misrepresentative is made or uncovered, or

b. The Bidder does not provide, within the time specified by the Authority, the

supplemental information sought by the Authority for evaluation of the Bid.

c. Bidder withdraws the bid during the bid validity period

d. Such misrepresentative/ improper response shall lead to disqualification of the

Bidder, then the Authority reserves the right to:

i. Invite the remaining Bidders to submit Bids or

ii. Take any such measure as may be deemed fit in the sole discretion of the

Authority, including annulment of the Bidding Process.

2.4.3. 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 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 the 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 Bid

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, effort,

cost and effort of the Authority, without prejudice to any right or remedy that may be

available to the Authority.

2.4.4. The Authority reserves the right to verify all statements, information and documents

submitted by the Bidder in response to the RFP or the Bidding Document. 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.

2.4.5. The draft Concession Agreement, provided as Volume –II is also an integral part of this

document and work. The bidders shall go through the draft Concession Agreement and

familiarize with the terms and conditions. The successful bidder shall execute the work as

per this RFP documents and the Concession Agreement.

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B. DOCUMENTS

2.5. Content

s of the

RFP

2.5.1. This

RFP comprises the Disclaimer set forth hereinabove, the contents as listed below, and will

additionally include any Addenda issued.

2.5.2. Invitation for Bids

Appendices

Appendix -1 –Letter Comprising the Bid

Appendix –II-Details of Bidder

Appendix –III-Technical and Financial Capacity of the Bidder

Appendix-IV-No dues Certificate

Appendix-V-Power of Attorney for signing of Bid

Appendix-VI-Format for Anti-Collision Certificate

Appendix-VII- Format for Technical proposal

Appendix –VIII-Format for Financial Proposal

Appendix-IX-Project Facilities Proposal

Annexures

Annexure -1- EMD &RFP Fee Compliance Statement

Annexure -2-Technical Document Compliance Statement

Annexure-3 –Format for Security Deposit Bank Guarantee

2.6. Clarifications

2.6.1. All enquiries/clarifications in connection with this RFP should be addressed to the

Managing Director, through clarifications in the e-Procurement system of e-tender portal

https://etenders.kerala.gov.in (Tender management). The clarifications / queries shall be

replied through the clarification system of e-tender portal

Section 1: Introduction

Section 2: Instructions to Bidders

Section 3: Evaluation of Bids

Section 4: Fraud and Corrupt Practices

Section 5: Pre-Bid Conference

Section 6: Miscellaneous

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http://www.etenders.kerala.gov.in. Any queries/letters received other than through e-portal

will not be accepted or replied.

2.6.2. Bidders requiring any clarification on the RFP may notify the Authority in writing or by fax

and e-mail and should send in their queries before the date mentioned in the Schedule of

Bidding Process specified in Clause 1.3. The Authority shall endeavor to respond to the

questions raised or clarifications sought by the Bidders within the specified time therein, but

no later than 15 (fifteen) days prior to the Bid Due Date. The responses will be sent by fax or

e-mail. The Authority will forward all the queries and its responses thereto, to all Bidders

without identifying the source of queries.

2.6.3. The Authority shall endeavor 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 which will have material adverse effect on the bidding outcome.

2.6.4. 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.

2.7. Amendment of RFP

2.7.1. At any time prior to the deadline for submission of Bids, 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 Addendum.

2.7.2. Any Addendum thus issued will be sent in writing to all the Bidders; and

2.7.3. 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 Bid submission Due

Date.

C. PREPARATION AND SUBMISSION OFBIDS

2.8. Format and Signing of Bid

2.8.1. The Bidder shall provide all the information sought under this RFP. The Authority will

evaluate only those Bids that are received in the required formats and complete in all

respects. Those bids which are not in the required formats will be termed as “on-responsive”.

2.8.2. The Bid shall be typed or written in indelible ink and signed by the authorized signatory of

the Bidder with seal who shall also initial each page, in blue ink. All the alterations,

omissions, additions or any other amendments made to the Bid shall be initialed by the

person(s) signing the Bid.

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2.9. Bid Due Date

2.9.1. Bids should be submitted before 1400 hours IST on the Bid Due Date as set out in this RFP,

through online in the manner and form as detailed in this RFP.

2.9.2. The Authority may, in its sole discretion, extend the Bid Due Date by issuing an Addendum

uniformly for all Bidders.

2.10. Late Bids

Bids received by the Authority after the specified time on the Bid Due Date shall not be

eligible for consideration and shall be summarily rejected.

2.11. Contents of the Bid

2.11.1. The Bid shall be furnished in the format given in the RFP and shall consist of the Monthly

Guarantee to the Authority in accordance with this RFP and the provisions of the

Concession Agreement.

2.11.2. The Project will be awarded to the pre-qualified Bidder quoting the highest Monthly

Guarantee

2.12. Bid Opening

2.12.1. The opening of Bids and acceptance thereof shall be substantially in accordance with this

RFP.

2.12.2. The proposed Concession Agreement shall be deemed to be part of the Bid.

2.13. Modifications/Substitution/Withdrawal of Bids

2.13.1. The Bidders may modify, substitute or withdraw its Bids after submission, provided that

written notice of the modification, substitution or withdrawal is received by the

Authority prior to Bid Due Date. No Bid shall be modified, substituted or withdrawn by

the Bidder after the Bid Due Date and time.

2.13.2. Any alteration/ modification in the Bid or additional information supplied subsequent to

the Bid Due Date, unless the same has been expressly sought for by the Authority, shall be

disregarded and will be considered undesirable practice as specified in this RFP.

2.14. Rejection of Bids

2.14.1. The Authority reserves the right to accept or reject all or any of the Bids without

assigning any reason whatsoever. It is not obligatory for the Authority to accept any Bid

or to give any reasons for their decision.

2.14.2. The Authority reserves the right not to proceed with the Bidding Process at any time,

without notice or liability, and to reject any Bid without assigning any reasons.

2.15. Validity of Bids

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The Bids shall be valid for a period of 120 (One hundred Twenty) days from the Bid Due

Date. The validity of Bids may be extended by mutual consent of the respective Bidders

and the Authority.

2.16. Other Clearances Required

The successful bidder/bidders should obtain clearances from all applicable statutory

Agencies and Govt. bodies. If any special permission / clearances/approval is required for

providing services, it shall be the sole responsibility of the bidder to obtain all such

clearances/approvals from the respective statutory Agency.

2.17. Correspondence with the Bidder

The Authority shall not entertain any correspondence with any Bidder in relation to

acceptance or rejection of any Bid however to maintain transparency it will

publish/send the evaluation report to all the Bidders.

D. EARNEST MONEY DEPOSIT

2.18. EMD

2.18.1. EMD of unsuccessful Bidders will be returned by the Authority, without any interest, as

promptly as possible on acceptance of the Bid of the selected Bidder or when the Bidding

Process is cancelled by the Authority.

2.18.2. The Selected Bidder’s EMD will be returned, without any interest, upon the Bidder

signing the Concession Agreement and furnishing the Performance Security in

accordance with the provisions thereof.

2.18.3. The Authority shall be entitled to forfeit and appropriate the EMD as compensation/

damages to the Authority in any of the events specified in this RFP. The Bidder, by

submitting its Bid 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

Bid or for any other default by the Bidder during the Bid validity period. No relaxation of

any kind on EMD shall be given to any Bidder.

2.18.4. The EMD shall be forfeited and appropriated by the Authority as 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, under the following conditions:

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

undesirable practice or restrictive practice as specified in this RFP;

b. If a Bidder withdraws its Bid during the period of Bid validity as specified in this RFP

and as extended by the Bidder from time to time;

c. In case the Selected Bidder, having singed the Concession Agreement, commits any

breach thereof prior to furnishing the Performance Security.

d. In the case of Selected Bidder, if it fails within the specified time limit–

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i. To sign the Concession Agreement and/or

ii. To furnish the Performance Security within the period prescribed thereof in

the Concession Agreement and/or

iii. To submit a detailed Project Implementation & Operation Plan (Format as set

out in Concession Agreement) in line with the Technical plan submitted

along with the Bid within 30 (thirty) or 60 (sixty) days from the issue of

Letter of Award, as per the provisions of the Concession Agreement.

2.19. Confidentiality

2.19.1 The Authority shall ensure that the rules for the bidding proceedings for the Project are

applied in a non-discriminatory, transparent and objective manner. The Authority shall

not provide to any Bidder information with regard to the Project or the bidding

proceedings, which may have the effect of restricting competition.

2.19.2 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 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 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.

2.20 Clarifications

2.20.1. To facilitate evaluation of Proposals the Authority may, at its sole discretion, seek

clarifications from any Bidder during the evaluation period. Such clarification(s) shall be

provided within the time specified by the Authority for this purpose. Any request for

clarification(s) and all clarification(s) shall be in writing. If a Bidder does not provide

clarifications sought within the prescribed time, its Proposal shall be liable to be rejected.

In case the Proposal is not rejected, the Authority may proceed to evaluate the Proposal

by construing the particulars requiring clarification to the best of its understanding, and

the Bidder shall be barred from subsequently questioning such interpretation of the

Authority.

2.20.2. Bidders are advised that the evaluation of Proposals will be entirely at the discretion of

the Authority. Bidders will be deemed to have understood and agreed that no explanation

or justification on any aspect of the Bidding Process or selection will be given.

2.20.3. Any information contained in the Proposal shall not in any way be construed as binding

on the Authority, its agents, successors or assigns, but shall be binding against the Bidder

if any Project is subsequently awarded to it under the Bidding Process on the basis of

such information.

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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

2.21 Opening and Evaluation of Bids

2.21.1. The Authority shall open the Bids at 1400 hours on the Bid Due Date as set out in this RFP.

2.21.2. The Authority will subsequently examine and evaluate the Bids in accordance with the

provisions set out in this section3.

2.22 Eligibility Criteria

The eligibility criteria for submitting the proposal is as follows

2.22.1 Technical Eligibility Criteria

i. An Applicant shall be a private/ public limited company or proprietorship/partnership firm.

ii. Joint Ventures will be permitted.

iii. The applicant shall have experience in hotel/hospitality business and should have owned or operated at least one Hotel in India or abroad in the past five financial years with an average bed capacity of 20 rooms or more. Experience in owning /operating hotel(s) in airport sector will be an added attraction.

*Day Hotel business means providing rooms to the passengers /visitors/public with tariff on hourly basis

2.22.2 Financial Eligibility Criteria

The Applicant should have:

The Applicant should have: average annual turnover of Rs. 3 crores (Rupees Three

crores only) from hotels/hospitality/Services during the last three financial years

ended March 31, 2018 and

Positive Net Worth as at March 31, 2018 in accordance with the audited financial

statements. For this purpose “Net Worth” means paid up share capital plus free

reserves, excluding revaluation reserve, less accumulated losses and miscellaneous

expenses yet to be written off, if any.

2.22.3 Other criteria

(i) No Applicant shall directly, or through an Affiliate, participate in or be associated

with more than one Application.

(ii) Notwithstanding anything to the contrary, the Authority reserves the right to

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disqualify from participation in the competitive bidding process, an Applicant if

such Applicant :

(a) is or has been either directly or indirectly involved in any frivolous or

vexatious litigation against the Authority; or

(b) Has against it any pending criminal case or investigation ;or

(c) Has against it any investigation, enquiry or proceedings pending in connection

with any economic offence ;or

(d) Has any overdue amounts payable to the Authority or any other default ;or

(e) has against it any litigation or proceedings, before any court or authority,

pending in relation to bankruptcy, insolvency, liquidation, dissolution or

winding-up; or is declared a sick company; and if any of the above

circumstance(s) is, in the sole opinion of the Authority , likely to adversely

affect the performance of the Concession by the Applicant. The decision of the

Authority in this regard shall be final and binding on all Applicants.

(iii) An Applicant must submit a conforming Application, in accordance with this RFP.

Contravention of any of the above conditions at any time may entail

disqualification of the Applicant from the bidding process without further notice.

If such contravention occurs or is discovered after the Applicant has been awarded

the Concession, the award is liable to be cancelled.

(iv) It is clarified that, each Applicant shall be solely responsible for complying with

applicable laws (including foreign investment and foreign exchange laws) for

participation in the RFP and, if awarded, the performance of the Concession.

(v) The Concessionaire shall be responsible to obtain all statutory clearances and the

associated costs related to it.

2.23 Proposal Evaluation – Part I – Technical proposal

2.23.1. Test of responsiveness – As part of the evaluation, the Proposals shall first be checked for

responsiveness with the requirements of the RFP and only those Proposals which are

found to be responsive would be further evaluated in accordance with the criteria set out

in this RFP document. The Proposal would be considered to be responsive if it meets the

following conditions:

a. It is received as per the format at Appendix – I;and

b. it is received by the Bid Due Date including any extension thereof

pursuant to this RFP document ;and

c. It is accompanied by the EMD amount as stipulated in this RFP;and

d. It is accompanied by the Power(s) of Attorney as specified in this RFP;and

e. It contains all the information (complete in all respects) as requested in

this RFP and/or Bidding Documents (in formats same as those specified);

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f. It does not contain any condition or qualification; and

g. It is not non-responsive in terms hereof.

2.23.2. The Authority reserves the right to reject any Bid which is non-responsive and no request

for alteration, modification, substitution or withdrawal shall be entertained by the

Authority in respect of such Bid.

2.23.3. If found responsive, the Technical Proposal would be evaluated for adequacy of the same

viz- à-viz requirements and conditions set out in the RFP.

2.23.4. The pre-qualification documents submitted by the bidder is evaluated only if the bid is

found be responsive. The detailed technical proposal of the pre-qualified parties only will

be considered for evaluation.

2.23.5. The bidders has to prepare separate technical proposal for each packages which they are

applying.

2.24 Proposal Evaluation – Part II – Financial Offer

2.24.1. The Bidders adjudged as responsive and technically qualified at the end of the evaluation

of Part I – Technical Proposal shall be notified and informed of the date and time of

opening of Part II – Financial Proposal.

2.24.2. Financial Proposal of all the Bidders would be evaluated on the basis of the financial offer

(the “Quoted Revenue Share ”)

2.24.3. A detailed evaluation of Financial Offer – Part II would be done to ensure that the

Financial Bid Parameter quoted is free from computational errors. The Financial Offer

having computational error(s) will be deemed as non-responsive.

2.24.4. The Financial Proposals would then ranked in descending order of the validated

Financial Bid Parameter, with the Bidder quoting the highest Revenue Share shall be

ranked First as [H1] be and the Bidder quoting the second highest Revenue Share shall

be ranked Second as [H2] and so on.

2.24.5. The Bidder ranked First in accordance with the above procedure would be declared as the

Preferred and/or Selected Bidder.

2.24.6. In the event that two or more Bidders quote exactly the same validated Financial Bid

Parameter for the project, then the Authority reserves the right either to,

i. Invite fresh Proposals from these Bidders; or

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

annulment of the bidding process; or

iii. Select a bidder who is running more number of respective facilities under

the project.

In the event that the highest Bidder withdraws or is not selected for any reason in

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the first instance (the “first round of bidding”), the Authority may invite all the remaining

Bidders to revalidate or extend their respective Bid Security, as necessary, and match the

Bid of the aforesaid highest Bidder (the “second round of bidding”). If in the second

round of bidding, only one Bidder matches the highest Bidder, it shall be the Selected

Bidder. If two or more Bidders match the said highest Bidder in the second round of

bidding, then the Bidder whose Bid was highest as compared to other Bidder(s) in the

first round of bidding shall be the Selected Bidder.

2.24.7. In the event that no Bidder offers to match the highest Bidder in the second round of

bidding as specified in this RFP, the Authority may, in its discretion, invite fresh Bids

(the “third round of bidding”) from all Bidders except highest Bidder of the first round of

bidding, or annul the Bidding Process, as the case maybe.

2.25 Bidding Criteria – Financial Bid Parameter

The technically qualified Bidders short-listed shall be considered for evaluation of their

financial proposal.

The concession period for the subject work is 10 years. The bidder shall quote the most

competitive Financial Proposal (highest revenue share) to Kannur International Airport. .

The bidder offering the most competitive Financial Proposal (highest revenue share) to

Kannur International Airport will considered for the award of work.

2.26 Notification and Issue of Letter of Award

2.26.1. The Preferred/Selected Bidder shall be notified in writing by the Authority as evidenced

by issue of Letter of Award (LOA) to the Successful Bidder.

2.26.2. The successful Bidder shall confirm his acceptance of the LOA issued by the Authority

within 7 (seven) days as evidenced by signing and sending a copy of the LOA issued. In

the event the duplicate copy of the LOA duly signed by the Selected Bidder is not received

by the stipulated date, the Authority may, unless it consents to extension of time for

submission thereof forfeit the EMD of such Bidder on account of failure of the Selected

Bidder to acknowledge the LOA, and the next Bidder may be considered.

After the acknowledgement of the LOA as aforesaid by the Selected Bidder, it shall

execute the Concession Agreement within the period prescribed in this RFP or within

such further time as the Authority may agree to in its sole discretion. The Selected Bidder

shall not be entitled to seek any deviation in the Concession Agreement

2.26.3. The Authority will notify other Bidders that their Proposals have not been accepted and

their EMD will be returned as promptly as possible as set out in various provisions in this

RFP document.

2.27 Right to Accept or Reject Proposal

2.27.1. The Authority reserves the right to accept or reject any or all of the Proposals without

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assigning any reason and to take any measure as it may deem fit, including annulment of

the bidding process, at any time prior to award of Concession, without liability or any

obligation for such acceptance, rejection or annulment.

2.27.2. The Authority reserves the right to invite revised Proposals from Bidders with or

without amendment of the RFP at any stage, without liability or any obligation for such

invitation and without assigning any reason

2.27.3. The Authority reserves the right to reject any Proposal if at any time:

i. a material misrepresentation made at any stage in the bidding process is

uncovered; or

ii. the Bidder does not respond promptly and thoroughly to requests for

supplement information required for the evaluation of the Proposal.

2.27.4. This would lead to the disqualification of the Bidder. If such disqualification / rejection

occurs after the Proposals have been opened and the Preferred Bidder gets disqualified /

rejected, then the Authority reserves the right to:

a. declare the Bidder proposing the next highest valid Bid as the Preferred

Bidder and where warranted, invite such Bidder to equal or better the

Financial Proposal submitted by such disqualified Preferred Bidder ;or

b. take any such measure as may be deemed fit in its sole discretion , including

annulment of the bidding process.

2.28 Contacts during Bid Evaluation

Bids shall be deemed to be under consideration immediately after they are opened and until

such time the Authority makes official intimation of award or rejection to the Bidders.

While the Bids 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 and/or representatives on matters related to the Bids under

consideration

2.29 Subcontracting/Franchising

Subcontracting / franchising of operations in any form is strictly prohibited. In case it is

found that the agency has resorted to subcontracting/franchising in any form, Kannur

International Airport Ltd reserves the right to terminate the contract, forfeit the security

deposit & initiate legal action at the cost & risk of the Concessionaire , as deemed fit.

2.30 Construction Period

The Construction period for the Day hotel is 6 months. The Commercial Operation shall be

started after the completion of the construction, after certification/ Approval by Kannur

International Airport Ltd. The Concession period shall include the construction period.

2.31. Penalty for delayed construction

The Concessionaire has to complete the Construction of Day Hotel within 6 months after

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issue of Letter of Award (LoA). On failure to complete the same within the given period,

the Contractor shall pay Rs. 1,00,000.00 (Rupees One lakh) for each one week (seven days)

delay from the expected date of completion as per the LoA/ RFP.

2.32 Statutory Approvals

All statutory approvals such as approval from Pollution Control Board, Local Bodies,

Electricity Board, Electrical Inspectorate, Ministry of Tourism and all other approvals

deemed to be necessary for the smooth operation of the facilities shall be in the scope of

the Concessionaire.

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3. FRAUD AND CORRUPT PRACTICES

3.1 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 Bid, 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 Bid Security or Performance Security, 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 maybe.

3.2 For the purposes of Clause 3, the following terms shall have the meaning hereinafter

respectively assigned to them:

i. “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 there from, 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;

ii. “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;

iii. “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;

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iv. “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

v. “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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4. PRE-BID CONFERENCE

4.1 The date, time and venue of the Pre-Bid Conference shall be:

Date: 17 May 2019

Time: 1130 hours

Venue: Kannur International Airport,

Mattannur, Kannur Pin 670702

4.2 A maximum of three (3) representatives of each Applicant shall be allowed to participate

on production of Authority letter from the Applicant and after having communicated

their participation in the pre-application conference to the Authority atleast two days

prior to the pre-application conference.

4.3 During the course of pre-application conference, the applicants will be free to seek

clarifications and make suggestions for consideration of the Authority. The Authority

shall endeavor to provide clarifications and as such further information as it may, in its

sole discretion, consider appropriate for facilitating a fair, transparent and competitive

bidding process.

4.4 Information regarding any change in dates and /or time and/or the venue of the pre-bid

conference will be posted in the e-procurement portal only .

4.5 Minutes of the Pre-Bid conference will be uploaded in the e-procurement portal

https//etenders.kerala.gov.in which will subsequently form an addendum to this RFP, as

required. The Bidders shall visit the website from time to time.

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5. SCOPE OF CONCESSION

5.1 The Concessionaire has to execute the work as per the RFP document and the Concession Agreement. The detailed scope of concession is provided in the Concession Agreement. The Bidders are requested to visit the site and get acquainted with the site conditions prior submitting the offer.

5.2 The concessionaire shall provide all related services to the guest as per the standards of 3 star or above. It will include all front office management, room services, housekeeping, repair and maintenance services, food and beverages services and banquet related services. The operator shall be entitled to fix the prices or tariff of these services and change the rates thereof whenever it deems fit.

5.3 The Concessionaire will be provided with an area at +80.5 m lvl inside the Airport. The concessionaire shall develop a Day hotel in the allocated area. The day hotel area is a bare floor with partitions and plastering completed for 25 rooms (all bath attached) including 2 suite rooms with restaurant, meeting room, reception/lobby and separate common shower area. The common shower area shall also be provided to customers on chargeable basis .The bidder can construct a second floor either in the beginning or after sometime wherein the space rent of second floor will be one third of the rent of ground floor.

5.4 The Concessionaire has to carry out all the works necessary to complete the day hotel

in all respects including but not limited to flooring, painting, partitions, false ceiling, joineries, electrification, electrical fittings and fixtures, plumbing, sanitary fixtures, Air conditioning, Fire Fighting systems, Fire Detection and Alarm system, ELV works, Furniture etc. The works carried out by the Concessionaire shall match with the aesthetics and general features of the airport ensuring the quality as per International Standards. The finishing schedule as well as details shall be submitted to Kannur Airport for approval, the Concessionaire shall be bound to incorporate the comments/ suggestions put forward by Kannur International Airport at no cost.

5.5 As the Day Hotel is situated inside the terminal building the concessionaire has to

obtain all the approvals from BCAS, other statutory bodies, Airport Entry Permit, etc. Also, the Concessionaire has to follow all the rules and regulations on safety, security and other aspects by the concerned Authorities.

The successful bidder shall execute the Concession Agreement for the work. The

concessionaire shall provide Day Hotel services 24 hours a day throughout the

concession period. The services can be provided to passengers , visitors and public.

Atleast one room should be made available to Kannur International Airport

whenever required to accommodate its guest(s).If the room is not required by the

airport it will be released everyday by noon 12pm.In addition, 2 rooms shall be

provided to Kannur International Airport or its employee upon demand at a

subsidized rate of 50% of normal tariff.

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5.6 The Concession is granted for 10 years. The Concession period may be extended by Kannur Airport upto 15 years (10 years concession term +5 years extension) on mutually agreed terms and conditions. The Concessionaire shall transfer the Day Hotel and related facilities to Kannur Airport after the concession period or extension period if extension is granted. It is deemed that the invested amount by the concessionaire on establishing the facilities for the concession is returned with reasonable benefits to the concessionaire by the end of Concession Term, hence the concessionaire shall transfer all the facilities in good operating condition to KIAL at zero cost at the end of Concession Term. An assessment shall be made by KIAL/ any competent technical personnel/ agency appointed/ nominated by KIAL to evaluate the condition of facilities by the end of concession term and additional/ maintenance/ refurbishing works (if any) for the continued operation shall be identified and assessed. The cost for all such works shall be deducted from the Interest Free Security Deposit (IFSD) of the concessionaire and the concessionaire shall be eligible for only the remaining amount at the end of Concession Term.

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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 Kannur 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;

6.2.1 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;

6.2.2 consult with any Bidder in order to receive clarification or further information;

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

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

6.2.4 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.

6.2.5 It shall be deemed that by submitting the Bid, the Bidder agrees and releases the

Authority, it 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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7. ELECTRONIC POINT OF SALE (EPOS)

a) The Concessionaire shall allow all sales data and information at each of the EPOS terminals

to be transmitted to Kannur Airport host system on a daily basis for audit purpose. The cost

of integration to Kannur Airport’s host system has to be borne by the concessionaire.

Further, the Concessionaire shall abide by such rules and regulations as may be determined

by Kannur International Airport from time to time regarding the interface of KIAL’s host

system and the Concessionaire’s EPOS terminals.

b) Kannur International Airport may appoint a third party engineer to audit the Licensee’s

EPOS terminals/interface/infrastructure, from time to time. The Concessionaire shall keep

the audit rolls of Concessionaire’s EPOS terminals and upon request by KIAL submit to

KIAL such audit rolls.

c) The Concessionaire shall permit Authority’s authorized officers to inspect the EPOS

terminals at the locations at any time and obtain the approval of Kannur Airport for any

relocation/installation of the EPOS/any other billing terminals at the Location and to bear

the cost of such relocation.

d) Concessionaire shall issue an invoice for each and every sales, in compliance with the

applicable law. The sale invoice shall contain the display price of the Item(s) (in USD

denomination), discounts given and the billed amount along with the total sale price. The

Authority has the right to take action on concessionaire, if found doing direct billing

without entering the data into the EPOS system (issuing manual receipt without a genuine

cause).

e) The Concessionaire shall not share the data available within the EPOS with any third party

except as required under any applicable laws.

f) The Concessionaire further agrees that cost of all consumables such as the cost of UPS

batteries, printer heads, supplies, stationery and consumables shall be borne by the

Concessionaire.

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Appendix – I: Letter comprising the Bid

[On Letterhead of the Bidder]

Managing Director,

Kannur International Airport Limited,

Karaperavoor, Mattannur,

Kannur-670702

Dear Sir,

RFP Reference No. KIAL/COO/27/2019 -20 for Selection of Agency for Development of Day

Hotel in Design, Build, Finance, Operate and Transfer model at Kannur International

Airport

With reference to your RFP document dated May 2019, we, have examined the bidding documents and understood their contents, hereby submit my/our Bid for the aforesaid Project for the work of Selection of Agency for Development of Day Hotel in Design, Build, Finance, Operate and Transfer model at Kannur International Airport

1. The Bid is unconditional and unqualified.

2. All information provided in the Bid and in the Appendices is true and correct.

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 as

explained in this RFP document.

4. We shall make available to the Authority any additional information it may find

necessary or require to supplement or authenticate the Bid.

5. We acknowledge the right of the Authority to reject our Bid without assigning any

reason or otherwise and hereby waive our right to challenge the same on any account

whatsoever.

6. We certify that in the last three years, we have neither failed to perform on any

contract, as evidenced by imposition of a penalty 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. We declare that:

a. We have examined and have no reservations to the Bidding Documents,

including any Addendum issued by the Authority.

b. We do not have any conflict of interest in accordance with this RFP

document.

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c. 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 this 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, Centre or State; and

d. We hereby certify that we have taken steps to ensure that in conformity with

the provisions of this RFP, no person acting for us or on our behalf has

engaged or will engage in any corrupt practice, fraudulent practice, coercive

practice, undesirable practice or restrictive practice.

8. We understand that you may cancel the Bidding Process at any time and that you are

neither bound to accept any Bid that you may receive nor to invite the Bidders to Bid

for the Project, without incurring any liability to Bidders, in accordance this RFP

document.

9. We believe that we satisfy the Net Worth criteria and meet(s) the requirements as

specified in the RFP document and are/ is qualified to submit a Bid.

10. We certify that in regard to matters other than security and integrity of the country,

we 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.

11. We further certify that in regard to matters relating to security and integrity of the

country, we have not been charge-sheeted by any agency of the Government or

convicted by a Court of Law for any offence committed by us or by any of our

Associates.

12. We further certify that no investigation by a regulatory authority is pending either

against us or against our Associates or against our CEO or any of our Directors/

Managers/employees.

13. 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

guidelines referred to above, we shall intimate the Authority of the same

immediately.

14. We understand that the Selected Bidder shall either be an existing Company

incorporated under the Indian Companies Act, 1956, or shall incorporate itself as such

prior to execution of the Concession Agreement.

15. We hereby irrevocably waive any right 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

Bidding Process itself, in respect of the above mentioned Project and the terms and

implementation thereof.

16. In the event of our being declared as the Selected Bidder, We agree to enter into a

Concession Agreement for the awarded packages in accordance with the draft that

has been provided to us prior to the Bid Due Date. We agree not to seek any changes

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in the aforesaid draft and agree to abide by the same.

17. We have studied all the bidding documents carefully and also surveyed the project

area. We understand that except to the extent as expressly set forth in the

Concession Agreement, we shall have no claim, right or title arising out of any

documents or information provided to us by the Authority or in respect of any matter

arising out of or concerning or relating to the Bidding Process including the award of

Concession.

18. The Financial Bid has been quoted by us after taking into consideration all the terms

and conditions stated in the RFP and draft Concession Agreement, our own estimates

of costs after a careful assessment of the site and all the conditions that may affect the

Bid.

19. We agree and understand that the Bid is subject to the provisions of the Bidding

Documents. In no case, We shall have any claim or right of whatsoever nature if the

Project / Concession is not awarded to us or our Bid is not opened.

20. We hereby submit our Bid as specified in this RFP document for undertaking the

aforesaid Project in accordance with the Bidding Documents and the Concession

Agreement.

21. We agree to keep this offer valid for 120 (One Hundred and Twenty) days from the

Bid Due Date specified in the RFP.

22. We agree and undertake to abide by all the terms and conditions of the RFP

document. In witness thereof, we submit this Bid under and in accordance with the

terms of the RFP document.

23. We have received all the clarifications issued by the authority

24. We will abide by the terms and condition set forth in the draft Concession agreement

and a copy of the same bearing initial of the undersign on every page is attached

herewith.

25. Notwithstanding any qualification or conditions, whether implied or otherwise,

contained in our Proposal we hereby represent and confirm that our Proposal is

unqualified and unconditional in all respects.

Yours faithfully,

Date: (Signature of the Authorized signatory)

Place: (Name and designation of the of the Authorized signatory)

Name and seal of Bidder

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Appendix – II:

Details of Bidder

1. Details of Bidder/ Member

(a) Name:

(b) Country of Incorporation:

(c) Address of the corporate headquarters and its

branch office(s), if any, in India:

(d) Date & Details 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

Concession:

3 Details of individual(s)who will serve as the

point of contact/ communication for KANNUR

INTERNATIONAL AIRPORT LTD :

(a) Name & Designation

(b) Correspondence Address

(c) Email

(d) Tel / Fax No

4 Particulars of the Authorized Signatory of the

Bidder/Member:

(a) Name & Designation

(b) Correspondence Address

(c) Email

(d) Tel / Fax No

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(Signature of Authorized Signatory)

Name:

Designation:

Date:

Seal or Stamp of Bidder

Appendix –III:

Technical Capacity and Financial Capacity of the Bidder

(A) Technical Capacity

1. Name of Bidder

2. Date of commencement of Hotel

Business or Day Hotel Business

(Bidder to produce certificate from

the Auditor in the format prescribed

in Form I)

3. Name of the Locations and full

particulars of the Hotel Business or

Day Hotel Business

(As per Eligibility criteria)

Location and Address

1.

2.

3.

4. Entity operating the Hotel services

at above locations

1.

2.

3.

5. Date of start of Commercial

Operations of services at above

locations

1.

2.

3.

6. Whether credit is being taken for

Eligible Experience of an Associate

(Yes/No). if ‘Yes’, particulars of the

Associate and the percentage equity

shareholding of the Bidder in the

Associate as on Proposal Date

(B) Financial Capacity

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S.No Financial Year Net worth as at the end of

the financial year (Rs )

Annual Revenue as specified in

the eligibility criteria(Rs )

1.

2.

3.

Signature of the Applicant with seal and date

Form I

Certificate from Statutory Auditors

We have examined the books of accounts of _____________________________________________

(name of the Applicant) and certify that (i) the Applicant has got its financial statements

audited by a statutory auditor within the regular time permitted under applicable laws in

all the preceding five years ,(ii) the Applicant has received the payments shown above

against the respective years on account of Hotel business in India/Abroad for the past five

financial years.. The Applicant has net worth as computed as per Accounting Standards .

Name of Statutory Auditor with Registration Number

Signature of the Authorised Signatory with Seal of the firm

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Appendix IV: No Dues Certificate

This is to certify that we do not have any outstanding dues as on 31 March 2018 ,payable to

Kannur International Airport Ltd and to any Airport operators in India or abroad, where we

have running/completed contract . Details of contracts for the past three years are as follows:

Sl.

No.

Details of

Contract

Status of

Contract

(Running /

Completed)

Date of

Start

Date of

Completion

Pre-closure if

any along with

Reasons

3

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Authorized Signatory Seal

Appendix – V:

Power Of Attorney for Signing Of Bid

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 and holding the

position of , as our true and lawful attorney (hereinafter referred to as

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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 bid for the

Design, Build, Finance, Operate and Transfer of Day Hotel at Kannur International

Airport Project proposed by the Kannur international Airport Ltd (the “Authority”)

including but not limited to signing and submission of all applications, bids and other

documents and writings, participate in bidders' 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 bid, and generally dealing with the

Authority in all matters in connection with or relating to or arising out of our bid 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 WITNESSWHEREOFWE, , THE

ABOVENAMEDPRINCIPAL HAVE EXECUTED THIS POWER OF

ATTORNEYONTHIS DAYOF ,

2019.

For

(Signature)

(Name, Title and Address)

Witnesses:

1.

2.

Accepted [Notarised]

(Signature)

(Name, Title and Address

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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 theBidder.

For a Power of Attorney executed and issued overseas, the document will also

have to be legalized by the Indian Embassy and Notarised in the jurisdiction where the Power of Attorney is being issued.

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Appendix – VI:

Format for Anti-Collusion Certificate

We hereby certify and confirm that in the preparation and submission of our Proposal for

the properties listed below, 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 ………………, 20_

……………………..

(Name of the

Bidder1)

. …………………………………

(Signature of the Authorized

Person)

……………………………….. (Name

of the Authorized Person)

Note:

1. On the Letterhead of the Bidder

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Appendix – VII:

Formats for Technical Proposal

ELIGIBILITY FORM

Section A – Details of Applicant

FORM B1

Name of Applicant

Whether an Indian Company or Foreign Company IndianCompany

ForeignCompany[tick asapplicable] Nature of company [Indicate whether private limited

company / public limited company. Please also indicate if the company is listed]

Place of incorporation

Section B– Experience under technical eligibility criteria

Name and Address of the

Three Star Hotel or Day

Hotel owned and operating

by the agency

Details of the Hotel including

bed capacity, number of rooms,

etc.

Any other relevant

details

Section C– Turnover and Net Worth of Applicant (in Indian Rupees)

Name of the

Applicant

Total annual turnover

during the year ended

March 31, 2018

Net Worth as at March 31,

2018

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Supporting documents to be submitted along with this form:

Audited financial statements for the year ended March 31, 2018 (including without

limitation, Profit and Loss Account and Balance Sheet along with schedules) of

Applicant, supporting total turnover and Net Worth figures.

#In case the books of account of the Applicant or Affiliate are in currency other than

Indian Rupees (INR), the conversion from such currency to INR shall be made at the

Representative Exchange Rate published by the International Monetary Fund for June 15,

2017

Currency in which books of

account are maintained

Units Equivalent to INR

For and on behalf of [insert name of Applicant]

(Authorised signatory)

Name: Title

In preparing the Technical Proposal, Bidders are advised to review the RFP in full and

Draft Concession Agreement.

Bidders are requested to undertake required reconnaissance studies and field level studies

required by the Bidder to ensure that their Technical Proposal addresses the issues and

meets the requirements of the project as outlined in the RFP. Bidders are open to

carryout independent studies to confirm the validity of the information provided in the

RFP

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Appendix – VIII :

Formats for Financial Offer

1. The Bidders shall make their quote in the BOQ in the relevant column for the amount

offered to Kannur International Airport Ltd.

2. Revenue share quoted by the bidder shall remain firm and valid until successful

completion of the contract.

3. In case of difference in revenue quoted in words and figures, the amount indicated in

words shall be taken into account.

4. Special care should be taken while filling and uploading the BOQ in the E-portal.

5. Any income Tax as applicable or may be imposed by the income Tax Authorities of

India on the income of the Concessionaire and its employees accruing from their

services rendered within India against this contract shall be payable by the contractor.

The contractor shall submit a tax order form from Indian tax authorities in respect of

deduction of TDS.

6. All taxes, duties shall be paid by the Concessionaire. Kannur International Airport Ltd.

shall not pay any taxes / duties

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Appendix – IX:

(Project Facilities Proposal)

Bidders are required to list out the proposed facilities which are part of this

concession.

Bidders are also requested to submit a detailed project schedule in line with the

construction period stipulated in the RFP document

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Annexure I

RFP Document Fee & EMD Submission: Compliance Statement

(This compliance statement duly filled, along with scanned copies of the documents to be

submitted in Cover-I)

Sl No: Documents “Yes” for Complied “ No” for

not complied

01

Online submission of RFP document fee:

Rs. 11,800/-(Rs Eleven thousand and

Eight Hundred only)

02

Online submission of EMD (Earnest

Money Deposit :Rs 50,000/-/- (Rs Fifty

Thousand only )

Authorized Signature:

Name of the Signatory:

Name & Address of the Bidder:

Official Seal &Date :

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Annexure 2

Technical Compliance Statement

(This compliance statement duly filled, along with scanned copies of the documents to be

submitted in Cover-II)

Sl No List of Documents “Yes” for Complied “ No” for not complied

1. Tender Document Fee & EMD submission compliance statement as per Annexure I

2. Duly filled in Technical compliance statement as per Annexure II with supporting documents

3. Pan Card (self-attested) GST Registration certificate (self-attested) ESI,PF Registration certificate

4. Appendix-I Letter comprising the bid

5. Appendix -II - Details of Bidder

6. Appendix-III - Technical and Financial Capacity of Bidder

7. Appendix-IV – No Dues Certificate

8. Appendix-V- Power of Attorney for signing the Proposal

9. Appendix-VI- Format for Anti collusion certificate

10. Appendix – VII: Formats For Technical Proposal

11. Appendix – IX: (Assumptions Project Cost)

12. Copy of award letter and agreement executed for relevant business or work completion certificate from clients for the relevant business.

13. Self-attested copies of Company Registration Certificate ,Memorandum and Articles of Association

14. Audited balance sheet and profit and loss account for the preceding three (3) Financial years.

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15. Signed and stamped copy of RFP along with its annexures

/corrigendum/documents etc.

Authorized Signature:

Name of the Signatory:

Name & Address of the Applicant:

Official Seal & Date

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Annexure 3

PROFORMA OF BANK GUARANTEE FOR SECURITY DEPOSIT

(To be furnished separately for each awarded package)

Ref………………..

Bank Guarantee No………………

Date………………

To

Managing Director,

Kannur International Airport ,

Mattannur,Kannur

Pin 670702

In consideration of the Kannur International Airport Limited (herein after referred to as

“Kannur International Airport Ltd ” or the ‘Kannur International Airport Ltd ’, which

expression shall unless repugnant to the context or meaning thereof include its successors,

administrators and assigns) having its Registered Office at Parvathy, TC 36/1,NH

Bypass,Chackai,Thiruvananthapuram-695024 selected

…………………………………………………………………………………….. (herein referred to as the

‘Concessionaire’ which expression shall unless repugnant to the context of meaning thereof,

include its successors administrators, executors, and assigns), for award of concession by

Letter of provisional award letter No …………dated……………….and the same having been

unequivocally accepted by the Concessionaire resulting in a ‘Concession ‘ and whereas the

Concessionaire has agreed to provide a security deposit of Rs. ……………..(in Figures & in

words) being a security for the faithful performance of the entire concession,

We………………………………………………………Bank (Name & Address of the Bank with Branch address)

having its Head Office at ………………………………(Full address) (Herein referred to as the ‘Bank’,

which expression shall, unless repugnant to the context or meaning thereof, include the

successors, administrators, executors and assigns) do hereby guarantee and undertake to pay

Kannur International Airport Ltd , unconditionally, on demand any and all money payable by

the Concessionaire to the extent of as aforesaid at any time upto……………………………..

(day/month/year) without any demur, reservation, contest, recourse or protest and /or

without any reservation to the Concessionaire . Any such demand made by Kannur

International Airport Ltd on the bank shall be conclusive and binding on the Bank not

withstanding any difference between Kannur International Airport Ltd and Concessionaire

or any dispute pending before any court tribunal or any authority. The Bank undertakes not

to revoke this guarantee during its currency without previous consent of Kannur

International Airport Ltd in writing and further agrees that the guarantee herein contained

shall continue to be enforceable till money due under the concession agreement is settled and

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Kannur International Airport Ltd discharges this . Kannur International Airport Ltd shall

have the fullest liberty without affecting in any way the liability of the Bank under this

Guarantee from time to time to extend the time for performance of the concession by

Concessionaire. Kannur International Airport Ltd shall have the fullest liberty, without

affecting this guarantee, to postpone from time to time the exercise of any powers vested in

them or of any right, which they might have against the concessionaire , and to exercise the

same at any time in any manner, and either to enforce or to forbear any covenants, contained

or implied, in the contract between Kannur International Airport Ltd and the

Concessionaire or any other course of or remedy or security available to Kannur

International Airport Ltd ., the bank shall not be released of its obligations under these

presents by any exercise by Kannur International Airport Ltd of its liberty, with reference to

the matters aforesaid or any of them or by reason of any other acts or any omission or

commission on Kannur International Airport Ltd or by any other matters or thing

whatsoever which under law would, but for this provision, have the effect of relieving the

guarantor . The Bank also agrees that Kannur International Airport Ltd at its option shall be

entitled to enforce this Guarantee against the Bank as Principal debtor without in the first

instance proceeding against the concessionaire and not withstanding any Security or other

guarantee that Kannur International Airport Ltd may have in relation to the concessionaires

liabilities. It is hereby agreed that any change in the constitution of the said bank or the

Concessionaire shall not in any manner, release the Bank from its liability under this

guarantee. The Bank hereby fully and unconditionally agree that any written claim raised by

Kannur International Airport Ltd on the Bank for payment of any amount under this

guarantee shall be binding on the Bank and the Bank hereby undertakes to pay the amount

claimed by Kannur International Airport Ltd , to the designated bank account of Kannur

International Airport Ltd (subject to maximum of ………………. ) unconditionally within 48

hours from invoking the bank guarantee and raising such claim. The claim raised by Kannur

International Airport Ltd shall be fully binding on the Bank and the Bank shall not raise any

objection in this regard.

Signed and delivered on this day

Signature & Official Seal of the bank

Name & Designation of the Signatory with Authorization Details

Full Address of the Bank with Bank’s official Seal

Name & Full address of Two Witnesses to the Signatory

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Annexure 4

Location Details

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Annexure 5

Bill of Quantity

Name of the Bidder/

Bidding Firm

/ Company :

NUMBE R # TE XT # NUMBE R # TE XT # NUMBE R # NUMBE R # TE XT #

Sl.No.

Item Description Quantity Units Revenue share Revenue share TOTAL In Words

1 2 4 5 13 53 551.0 Selection of Agency for Design, Build, Finance,

Operate and Transfer model at Kannur International

Airport at Kannur International Airport as per the

tender document

1.000 Percentage 0 .0 0 INR Zero Only

Total in Figures 0 .0 0 INR Zero Only

Quoted Rate in Words

PRICE SCHE DULE( This BOQ template must not be modified/ replaced by the bidder and the same should be uploaded after filling the relevent columns, else the bidder is liable to be

rejected for this tender. Bidders are allowed to enter the Bidder Name and Values only )

INR Zero Only

Item Rate BoQ

Tender Inviting Authority: Kannur International Airport Ltd

Name of Work:Request for Proposal ( RFP) for Selection of Agency for Development of Day Hotel in Design, Build, Finance, Operate and Transfer model At Kannur International Airport

Contract No: KIAL/ COO/ 2 8/ 2 0 19-2 0

Validate Print Help

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SCHEDULE A

DESCRIPTION OF LOCATION(s)/SERVICE AREA

Description of Location(s) with Area are as follows:

A. Locations(s)

Package Location Area(approx. in sq.m)

Day Hotel As per the attached

drawing

1418 sq.m

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Volume –II

Draft Concession Agreement To

Design, Build, Finance, Operate and Transfer Day Hotel

At

KANNUR INTERNATIONAL AIRPORT

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CONCESSION AGREEMENT

THIS CONCESSION AGREEMENT (“Agreement”) made and executed at............... on this …………………… day of ………….., 2019 BY AND BETWEEN:

1. Kannur International Airport Limited, acting through its Managing Director (hereinafter referred to as “Authority”, which expression shall unless repugnant to the context or meaning thereof, includes its successors and assigns) of the FIRST PART; and

2. ………….., a company incorporated under the Companies Act, ……., and having its Registered Office at……… (hereinafter referred to as the “Concessionaire” which expression unless repugnant to the context or meaning thereof shall be deemed to mean and include its successors and permitted assigns), of the SECOND PART. Authority and the Concessionaire are hereinafter collectively referred to as “Parties” and individually as “Party”. WHEREAS:

A. Authority is a public limited company registered in India under the Companies Act., 2013.

B. Authority, with the objective of providing better amenities to the Airport

Users and in the overall public interest, is desirous of awarding the work of Design, Build, Finance , Operate and Transfer a Day Hotel at designated Location (hereinafter defined) at the Airport premises (the “Concession”), to an entity, in accordance with the terms and conditions set forth herein.

C. Pursuant to the above, Authority prescribed the technical and commercial

terms and invited bids from the shortlisted bidders including, inter alia…………………………{ the Selected Bidder} in terms of the Request for Proposal dated _ _ (the “RFP)

D. After evaluation of the Proposals received, Authority has accepted the

Proposal of {the Selected Bidder a Letter of Intent to Award bearing No…….dated …….. (hereinafter called the "LOIA"), prescribing inter alia, the execution of this Concession Agreement.

E. Subsequently…….. {the Selected Bidder} has, in terms of RFP and the LOIA,

fulfilled the following pre requisites to the execution of this Agreement:

i. Paid an amount of INR ……………. (Indian Rupee ……… Only) towards the interest free Security Deposit in favour of Authority

ii. Furnished a Bank Guarantee (No. ) for an amount of INR …………

(Indian Rupee ……… only) valid for a period of ……………………………………….towards Security Deposit in favour of Authority;

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F. {the Selected Bidder} has, in terms of RFP, since promoted and incorporated the Concessionaire as a limited liability company under the Companies Act ……, and has requested Authority to accept the Concessionaire as the entity which shall undertake and perform the obligations and exercise the rights of the Selected Bidder under the LOIA, including the obligation to enter into this Concession Agreement pursuant to the LOIA for executing the Concession. By its letter dated ………the Concessionaire has also joined in the said request of the Selected Bidder to Authority to accept it as the entity which shall undertake and perform the obligations and exercise the rights of the Selected Bidder including the obligation to enter into this Concession Agreement pursuant to the LOIA. The Concessionaire has further represented to the effect that it has been promoted by the Selected Bidder for the purposes hereof.

G. Pursuant to the aforesaid process and relying upon representations and

warranties made by the Concessionaire, Authority has agreed to accept the Concessionaire for the purpose of performance/ implementation and execution of the Concession subject to and in accordance with the terms and conditions set out in this Agreement.

NOW THEREFORE, in consideration of the provisions and mutual covenants contained herein, it is hereby agreed by and between the Parties as follows:

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ARTICLE 1.

DEFINITIONS&INTERPRETATION

1.1. Definitions The words and expressions beginning with capital letters and defined in this agreement (including those in Article 26) shall, unless the context otherwise requires, have the meaning ascribed thereto herein, and the words and expressions defined in the Schedules and used therein shall have the meaning ascribed thereto in the Schedules.

1.2. Interpretation

1.2.1. In this Agreement, unless the context otherwise requires:

(a) Words denoting the singular number shall include the plural and vice versa;

(b) Heading and bold typeface are only for convenience and shall not affect the construction of this Agreement;

(c) References to the word "include” or "including” or "such as” shall be construed without limitation;

(d) References to this Agreement or to any other agreement, deed or other instrument shall be construed as a reference to such agreement, deed, or other instrument as the same may from time to time be amended, varied or supplemented;

(e) A reference to a Clause or Schedule is, unless indicated to the contrary, a reference to a clause or schedule of this Agreement;

(f) Words denoting a person shall include an individual, corporation, company, partnership, trust, body of individuals or any other entity;

(g) References to dates and times shall be construed to be references to Indian dates and times;

(h) The Schedules to this Agreement shall form an integral part of this Agreement and shall be read along with this Agreement; (i) In addition to terms defined in Article-26, certain other

capitalized terms are defined elsewhere in this Agreement and whenever such terms are used in this Agreement, they shall have their respective defined meanings, unless the context expressly or by necessary implication otherwise requires; and

(j) Any consent or approval required from Authority under this Agreement shall mean the prior written consent of Authority.

1.2.2. The rule of construction, if any, that a contract should be interpreted against the

parties responsible for drafting and preparations thereof, shall not apply.

1.2.3. Any word or expression used in this Agreement shall, unless otherwise defined or construed in this Agreement, bear its ordinary English meaning and for these purposes, the General Clauses Act 1897 shall not apply.

1.3. Priority of Agreements and Errors/Discrepancies

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1.3.1 This agreement, and all other agreements and documents including the RFP forming

part of this agreement are to be taken as mutually explanatory and, unless otherwise expressly provided elsewhere in this agreement, the priority of this agreement and other documents and agreements forming part hereof shall, in the event of any conflict between them, be in the following order:

(a) this agreement; and (b) all other agreements and documents forming part hereof; i.e. the

agreement at (a) above shall prevail over the agreements and documents at (b) above.

1.3.2 In case of ambiguities or discrepancies within this agreement, the following shall

apply:

(a) Between two Articles of this agreement, the provisions of specific Articles relevant to the issue under consideration shall prevail over those in other Articles;

(b) Between any value written in numerals and that in words, the latter shall prevail.

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ARTICLE 2.

THE CONCESSION

2.1 The Concession

Relying and acting upon the Proposal submitted by the Selected Bidder, and the representations, warranties and covenants of the Concessionaire as more particularly set out hereunder, Authority hereby grants and authorizes the Concessionaire to Design, Build, Finance, Operate and Transfer Day Hotel at the specified Locations and to exercise and/or enjoy the rights, powers, benefits, privileges, authorizations and entitlements as set forth in this Agreement (the "Concession”). Authority hereby grants to the Concessionaire an exclusive right to access the Locations for the Concession Term, in order to undertake and discharge its rights and obligations pursuant to the Concession. It is clarified that neither the Concession nor the access rights in relation to the Locations(s) shall create any tenancy rights or any other right, title or interest of any kind or nature whatsoever in relation to the Locations in favor of the Concessionaire other than the permissive right of use, hereby granted in respect of the Concession. Authority shall be in possession and full charge and control of the Locations at all times and Authority shall at all times have free and unobstructed access to the Locations. In consideration of the Concession granted by Authority in accordance with the terms hereof, the Concessionaire agrees to pay the Concession Fee to Authority. The Concessionaire also agrees to pay to Authority and/or to its respective appointed service provider(s), the Space/Equipment Rent, Charges for utilities and other services used by Concessionaire and to perform all such obligations of the Concessionaire as are required, in the manner and upon the terms and conditions as set out under this Agreement.

The Concessionaire agrees that the Concessionaire shall undertake business and shall implement the Concession only at the Locations on the terms set forth herein.

2.2 The Term

2.2.1 The term of the Concession (the “Concession Term”) shall commence on the License Commencement Date and shall terminate on the tenth anniversary of the License Commencement Date, unless terminated earlier in accordance with the terms and conditions of this Agreement. The concession may be extended further to five years subject to satisfactory performance by the concessionaire on mutually agreed terms and conditions. However, Authority reserves the right not to award the extension, at its sole discretion.

2.2.2 The Concession Term shall be reckoned from the License Commencement Date. For the sake of clarity, the Concession of Day Hotel awarded to a Concessionaire at subsequent stages shall terminate on the tenth anniversary of the License Commencement Date, unless terminated earlier in accordance with the terms and

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conditions of the Concession Agreement.

2.3 DELETED

2.4 DELETED

2.4.1 The Concessionaire agrees that Authority does not grant and has not granted any other right pursuant to this Agreement, except the right to use the Location(s) in accordance with this Agreement. Possession of the Location(s) shall always remain with Authority and the Concessionaire shall not be entitled to claim possession of the Location(s).

2.4.2 The right hereby granted to the Concessionaire is a right of use of the Location

conditional upon the Location(s) being solely used for the purpose of operating the Concession, the possession of which Location(s) shall always remain with Authority and the Concessionaire shall not be entitled to claim possession of the Location(s).

2.4.3 The Concessionaire agrees that the Location(s) shall only be used for operating the

Concession and for no other purposes, and use of the Location(s) for any other purpose shall require prior written approval of Authority, which approval shall be at the sole discretion of Authority and which may be subject to payment of such additional Concession Fees/Rent as may be prescribed by Authority.

2.4.4 The Concessionaire agrees and acknowledges that prior to the execution of this

Agreement, it has made a complete and careful examination and an independent evaluation of the Location and the Airport and has determined the nature and extent of the difficulties, costs, risks and hazards that are likely to arise or may be faced by it at the Location as well as in the course of the performance of its obligations under this Agreement and has found the same to its entire satisfaction. The Concessionaire further acknowledges that except as may be particularly set out hereunder, the Concessionaire does not rely on any representations made by Authority, at any time whatsoever, and that the Concessionaire has made its own independent evaluations for entering into this Agreement. The Concessionaire further acknowledges and agrees that Authority has neither guaranteed nor guarantees, in any manner express or implied, the scope of the business at the Location and the Concessionaire shall not have any right (and hereby waives any such rights) to bring any claim against, or recover any compensation or other amount from Authority and Authority has made no representation as to the suitability of the Location or profitability of the same.

2.5 Additional Location(s) Subject to the provisions of this Concession Agreement, the Concessionaire agrees and acknowledges that it shall not be entitled for any additional area (“Additional Location”), apart from the Original Locations, granted to the Concessionaire under the terms and provisions of this Concession Agreement.

2.6 Withdrawal of Location(s)

2.6.The Concessionaire agrees and acknowledges that Authority may require the

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Concessionaire to vacate / surrender any of the Location(s) (“Withdrawn Location(s)”) at any time during the Concession Term in case of any security issues, statutory or operational requirements, revamp of the Airport or part thereof, any operational difficulties, or emergency by giving a notice in writing to the Concessionaire In such an event all payments other than the Monthly Guarantee in respect of such Withdrawn Location(s) such as Space/Equipment Rent, Utility Charges and any other charges, applicable if any, shall remain suspended for the duration of withdrawal.

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ARTICLE 3. OBLIGATIONS OF THE CONCESSIONAIRE

3.1 Obligations of the Concessionaire

3.1.1 Subject to and on the terms and conditions of this Agreement, the Concessionaire

shall at its cost and expense procure, finance for and undertake the design, engineering, procurement, construction, operation and maintenance of the Concession and observe, fulfil, comply with and perform all its obligations set out in this Agreement or arising hereunder.

The Concession is for a period of 10 years starting from the commencement of the Concession. The Concession period may be extended by the Authority on mutually agreed terms and conditions for a period of another 5 years . After the termination of the Concession period, the Concessionaire shall transfer the Day Hotel and associated facilities to Authority with no financial implication.

3.1.2 The Concessionaire shall comply with all Applicable Laws and Applicable Permits

(including renewals as required) in the performance of its obligations under this Agreement.

3.1.3 Subject to Clauses 3.1.1 and 3.1.2, the Concessionaire shall discharge its obligations in accordance with Good Industry Practices and as a reasonable and prudent person.

3.1.4 The Concessionaire shall, at its own cost and expense, in addition to and not in derogation of its obligations elsewhere set out in this Agreement:

(a) make, or cause to be made, necessary applications to the relevant

Government Instrumentalities with such particulars and details, as may be required for obtaining all Applicable Permits and obtain and keep in force and effect such Applicable Permits in conformity with the Applicable Laws;

(b) procure, as required, the appropriate proprietary rights, licenses, agreements and permissions for materials, methods, processes and systems used or incorporated into the Concession;

(c) Make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it or its Contractors in connection with the performance of its obligations under this Agreement;

(d) Ensure and procure that its Contractors comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Concessionaire's obligations under this Agreement;

(e) Not do or omit to do any act, deed or thing which may in any manner be violative of any of the provisions of this Agreement;

(f) Support, cooperate with and facilitate Authority in the implementation and operation of the Concession in accordance with the provisions of this

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Agreement; and (g) Handover the Hotel, facilities and Location(s) to Authority upon

Termination, of this Agreement, in accordance with the provisions thereof.

3.2 Obligations relating to Project Agreement

3.2.1 It is expressly agreed that the Concessionaire shall, at all times, be responsible and liable for all its obligations under this Agreement notwithstanding anything contained in the Project Agreements or any other agreement, and no default under any Project Agreement or any other agreement shall excuse the Concessionaire from its obligations or liability hereunder. The Concessionaire shall ensure that all contracts, agreements or arrangements as may be entered into with any third party shall be on an arms-length basis.

3.2.2 The Concessionaire shall procure that each of the Project Agreements contains provisions that entitle Authority to step into such agreement, in its sole discretion, in substitution of the Concessionaire in the event of Termination or Suspension.

3.3 Obligations relating to Shareholding and Ownership

3.3.1 The Concessionaire shall not undertake or permit any Change in Ownership except with the prior approval of Authority.

3.3.2 The Concessionaire shall not undertake or permit a Change in Ownership, which shall have the effect of Authority having a direct or indirect shareholding in the Concessionaire.

3.3.3 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and acknowledges that:

(i) all acquisitions of Equity by an acquirer, either by himself or with any

person acting in concert, directly or indirectly, including by transfer of the direct or indirect legal or beneficial ownership or control of any Equity of the Concessionaire; or

(ii) acquisition of any control directly or indirectly of the Board of Directors

of the Concessionaire by any person either by himself or together with any person or persons acting in concert with him shall be subject to prior approval of Authority from national security and public interest perspective, the decision of Authority in this behalf being final, conclusive and binding on the Concessionaire, and undertakes that it shall not give effect to any such acquisition of Equity or control of the Board of Directors of the Concessionaire without such prior approval of Authority. For the avoidance of doubt, it is expressly agreed that approval of Authority hereunder shall be limited to national security and public interest perspective, and Authority shall endeavor to convey its decision thereon expeditiously. It is also agreed that Authority shall not be liable in any manner on account of grant or otherwise of such approval and that such approval or denial thereof shall not in any manner absolve the Concessionaire from any liability or obligation under this Agreement.

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For the purposes of this Clause 3.3.3: (a) the expression "acquirer", "control" and "person acting in concert” shall

have the meaning ascribed thereto in the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeover) Regulations, 1997 or any statutory re-enactment thereof as in force as on the date of acquisition of Equity, or transfer of control of the Board of Directors, as the case may be, of the Concessionaire;

(b) the indirect transfer or control of legal or beneficial ownership of Equity

shall mean transfer of the direct or indirect beneficial ownership or control of any company or companies whether in India or abroad which results in the acquirer acquiring control over the shares or voting rights of shares of the Concessionaire; and

(c) power to appoint, whether by contract or by virtue of control or

acquisition of shares of any company holding directly or through one or more companies (whether situated in India or abroad) the Equity of the Concessionaire, not less than half of the directors on the Board of Directors of the Concessionaire or of any company, directly or indirectly whether situated in India or abroad, having ultimate control of not less than 15% (fifteen per cent) of the Equity of the Concessionaire shall constitute acquisition of control, directly or indirectly, of the Board of Directors of the Concessionaire.

3.4 The concessionaire shall incorporate Green Design principles, Rain water harvesting

and solar energy utilization in the design of facilities under the concession. The concessionaire shall also implement a zero effluent discharge system which means the waste generated in any form from the facilities under the concession shall be properly treated within the area allotted to the concessionaire under the concession. In addition to this, the concessionaire shall design the facilities in such a way that the natural contour of the land is maintained to the maximum possible extent which means the cutting and filling of earthwork be limited to the minimum.

3.5 Employment of trained personnel The Concessionaire shall ensure that the personnel engaged by it in the performance of its obligations under this Agreement are at all times properly trained for their respective functions.

3.6 Sole purpose of the Concessionaire The Concessionaire having been set up for the sole purpose of exercising the rights and observing and performing its obligations and liabilities under this Agreement, the Concessionaire or any of its subsidiaries shall not, except with the previous written consent of Authority, be or become directly or indirectly engaged, concerned or interested in any business other than as envisaged herein.

3.7 The Concession is granted for 10 years. The Concession period may be further

extended by Authority up to 5 years (10 years concession term +5 years extension) on mutually agreed terms and conditions.. The Concession period may be further extended by Authority on mutually agreed terms and conditions. The

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Concessionaire shall transfer the location and property including Day Hotel Building ,and other related facilities to Authority after the Concession period on demand of Authority.

3.8 It is deemed that the invested amount by the concessionaire on establishing the facilities for the concession is returned with reasonable benefits to the concessionaire by the end of Concession Term, hence the concessionaire shall transfer all the facilities in good operating condition to Authority at zero cost at the end of Concession Term. An assessment shall be made by Authority/ any competent technical personnel/ agency appointed/ nominated by Authority to evaluate the condition of facilities by the end of concession term and additional/ maintenance/ refurbishing works (if any) for the continued operation shall be identified and assessed. The cost for all such works shall be deducted from the Interest Free Security Deposit (IFSD) of the concessionaire and the concessionaire shall be eligible for only the remaining amount at the end of Concession Term.

3.9 The Concessionaire shall employ local people in various roles based on their educational status for the operation of facilities under the Concession during the Concession Term.

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ARTICLE 4. AUTHORITY OBLIGATIONS

4.1 Obligations of Authority

4.1.1 Authority shall, at its own cost and expense undertakes, comply with and perform

all its obligations set out in this Agreement or arising hereunder.

4.1.2 Authority agrees to provide support to the Concessionaire and undertakes to observe, comply with and perform, subject to and in accordance with the provisions of this Agreement and the Applicable Laws, the following:

(a) Upon written request from the Concessionaire, and subject to the Concessionaire complying with Applicable Laws, provide all reasonable support and assistance to the Concessionaire in procuring Applicable Permits required from any Government Instrumentality for implementation and operation of the Concession. Extending such supports are under the sole discretion of Authority. Authority will not take any responsibilities on obtaining permits.

(b) Upon written request from the Concessionaire , Authority may assist the Concessionaire in obtaining access to all necessary infrastructure facilities and utilities, including water and electricity at rates and on terms no less favorable to the Concessionaire than those generally available to commercial customers receiving substantially equivalent services.

(c) Not do or omit to do any act, deed or thing which may in any manner be violating any of the provisions of this Agreement; and

(d) Support, cooperate with and facilitate the Concessionaire in the implementation and operation of the Concession in accordance with the provisions of this Agreement.

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ARTICLE 5. REPRESENTATIONS AND WARRANTIES 5.1 Representations and Warranties of the Concessionaire The Concessionaire represents and warrants to Authority that:

(a) it is duly incorporated, validly existing and in good standing under the laws of India;

(b) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby;

(c) it has taken all necessary corporate and other actions under Applicable Laws and its constitutional documents to authorise the execution, delivery and performance of this Agreement;

(d) it has the financial standing and capacity to undertake the Concession;

(e) this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof;

(f) it is subject to civil and commercial laws of India with respect to this Agreement and it hereby expressly and irrevocably waives any immunity in any jurisdiction in respect thereof;

(g) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of the Concessionaire's Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected;

(h) there are no actions, suits, proceedings or investigations pending or to the Concessionaire's knowledge threatened against it at law or in equity before any court or before any other judicial, quasi judicial or other authority, the outcome of which may constitute Concessionaire Event of Default or which individually or in the aggregate may result in Material Adverse Effect; it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Authority which may result in Material Adverse Effect;

(i) it has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect;

(j) subject to receipt by the Concessionaire from Authority any amount due under any of the provisions of this Agreement, in the manner and to the

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extent provided for under the applicable provisions of this Agreement, upon termination of this Agreement, all rights and interests of the Concessionaire under this Agreement and in and to the Project / Project Facilities shall pass to and vest in Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Concessionaire or Authority;

(k) no representation or warranty by the Concessionaire contained herein or in any other document furnished by it to Authority or to any Government Authority in relation to Applicable Permits contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading;

(l) no bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Concessionaire to any person to procure the Concession.

(m) Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of this Agreement, the Concessionaire has after a complete and careful examination made an independent evaluation of the Location(s), requirements, commercial viability and potential of the Concession, and the information provided to it as part of the bid documents or otherwise, and has determined to its satisfaction the nature and extent of risks and hazards as are likely to arise or may be faced by the Concessionaire in the course of performance of its obligations hereunder.

The Concessionaire also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above and hereby confirms that Authority shall not be liable for the same in any manner whatsoever to the Concessionaire.

5.2 Representations and Warranties of Authority

Authority represents and warrants to the Concessionaire that:

(a) Authority has full power and authority to grant the Concession;

(b) Authority has taken all necessary action to authorise the execution, delivery

and performance of this Agreement;

(c) this Agreement constitutes Authority’s legal, valid and binding obligation enforceable against in accordance with the terms hereof;

(d) there are no actions, suits or other proceedings pending or, to its 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 default or breach of this Agreement or which individually or in the aggregate may result in material impairment of its ability to perform its obligations under this Agreement;

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(e) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in material adverse effect on Authority’s ability to perform its obligations under this Agreement;

(f) it has complied with Applicable Laws in all material respects;

(g) it has good and valid right to the Locations, and has power and authority to grant a Concession in respect thereto to the Concessionaire; and

(h) upon the Concessionaire paying the Concession Fee and performing the covenants herein, it shall not at any time during the term hereof, interfere with the peaceful exercise of the rights and discharge of the obligations by the Concessionaire, in accordance with this agreement.

5.3 Obligation to notify change

In the event that any of the representations or warranties made/given by a Party ceases to be true or stands changed, the Party who had made such representation or given such warranty shall promptly notify the other of the same. Such notification shall not have the effect of remedying any breach of the representation or warranty that has been found to be untrue or incorrect nor shall it adversely affect or waive any obligation of either Party under this Agreement.

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ARTICLE 6. DISCLAIMER 6.1 Disclaimer 6.1.1 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 Request for Proposal, Scope of the Project, Specifications and Standards, Site, local conditions, traffic volumes and all information provided by Authority or obtained, procured or gathered otherwise, and has determined to its satisfaction the accuracy or otherwise thereof and the nature and extent of difficulties, risks and hazards as are likely to arise or may be faced by it in the course of performance of its obligations hereunder. Save as provided in Clause 5.2, Authority makes no representation whatsoever, express, implicit or otherwise, regarding the accuracy and/or completeness of the information provided by it and the Concessionaire confirms that it shall have no claim whatsoever against Authority in this regard. 6.1.2 The Concessionaire acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth in Clause 6.1.1 above and hereby acknowledges and agrees that Authority shall not be liable for the same in any manner whatsoever to the Concessionaire, [the Consortium Members and their] Associates or any person claiming through or under any of them. 6.1.3 The entire RFP will form part of this Agreement.

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ARTICLE 7. SECURITY DEPOSIT 7.1 Security Deposit 7.1.1 The Concessionaire shall, as security for the performance of its obligations hereunder during the Concession Term, provide to and maintain with Authority, a Security Deposit. The amount of security deposit shall be Rs………………………… (Rupees ……………………….). The sum of Rs……………………… (Indian Rupees ………………………..) shall be deposited in cash and the balance amount of Rs……………………………Indian Rupees ………………………….) as Bank Guarantee, valid for a period 6 months beyond the expiry of the Concession Term. The Security Deposit shall be interest free and the Concessionaire agrees and acknowledges that Authority shall not be liable to pay any interest on the Security Deposit. 7.1.2 The Concessionaire has, prior to the execution of this Agreement, provided to Authority, a Security Deposit for a sum of INR ………… (Indian Rupees ………………..) in cash and furnished a Bank Guarantee (No………………………………… )for an amount of INR …………… (Indian Rupees …………..), valid for a period of 6 months beyond the expiry of Concession Term in the form and manner as prescribed by Authority, as Security Deposit, and Authority hereby acknowledges the receipt thereof. 7.1.3 The amount of Security Deposit to be furnished by the Concessionaire in the form of Cash shall be deposited through Real Time Gross Settlement System (RTGS) / SWIFT transfer to provide for real time interbank payment in favour of such account as may be prescribed by Authority from time to time. 7.1.4 Failure of the Concessionaire to provide and/or maintain the Security Deposit for the prescribed amounts in accordance with the provisions hereof, shall entitle Authority to forfeit and appropriate the available Security Deposit as damages, and to terminate this Agreement in accordance with Article 19. 7.2 Appropriation of Security Deposit Upon occurrence of a Concessionaire Event of Default, Authority shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to appropriate the relevant amounts from the Security Deposit as Damages for such Concessionaire Event of Default. Upon such appropriation from the Security Deposit, the Concessionaire shall, within 15 (fifteen) days thereof, replenish, in case of partial appropriation, to its original level the Security Deposit, and in case of appropriation of the entire Security Deposit provide afresh Security Deposit, as the case may be, and the Concessionaire shall, within the time so granted, replenish or furnish fresh Security Deposit as aforesaid failing which Authority shall be entitled to terminate this Agreement in accordance with Article 19. Upon replenishment or furnishing of a fresh Security Deposit, as the case may be, as aforesaid, the Concessionaire shall be entitled to an additional Cure Period of 30 (thirty) days for remedying the Concessionaire Event of Default, and in the event of the Concessionaire not curing its default within such Cure Period, Authority shall be entitled to appropriate such Security Deposit as Damages, and to terminate this Agreement in accordance with Article 19. Further, Authority shall be at liberty to invite fresh Bids at the risks and costs of the Concessionaire.

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7.3 Release of Security Deposit The Security Deposit shall remain in full force and effect for a period of the entire Concession Term and shall be released only upon expiry of three months from the expiry /termination of Concession Term or handing over the vacant possession of Site Locations(s), whichever is later.

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ARTICLE 8. LOCATIONS

8.1 The Site

The site of the Project shall comprise of the Location(s) described in Schedule-A in respect of which the leave and license shall be provided and granted by Authority to the Concessionaire as a licensee under and in accordance with this Agreement (the "Site"). For the avoidance of doubt, it is hereby acknowledged and agreed that references to the Site shall be construed as references to the Location(s) and Service Area(s) required for the performance of obligations under this Concession.

8.2 Licence and Access

8.2.1 In consideration of the Concession Fee/Rentals, this Agreement and the covenants and warranties on the part of the Concessionaire herein contained, Authority, in accordance with the terms and conditions set forth herein, hereby grants to the Concessionaire, commencing from the Access Date, leave and licence rights in respect of all the Location(s) comprising the Site which is described, delineated and shown in Schedule-A hereto (the "Licensed Premises"), on an "as is where is" basis, free of any Encumbrances, to operate and maintain the said Licensed Premises, together with all and singular rights, liberties, privileges, easements and appurtenances whatsoever to the said Licensed Premises, here determents or premises or any part thereof belonging to or in any way appurtenant thereto or enjoyed therewith, for the duration of the Concession Term and, for the purposes permitted under this Agreement, and for no other purpose whatsoever. It is expressly agreed and understood that Authority shall have no liability whatsoever in respect of any expenditure incurred by the Concessionaire on or about the Site pursuant hereto in the event of Termination or otherwise.

8.2.2The Concession and license granted by this Agreement to the Concessionaire shall

always be subject to existing rights of access of Authority and the Concessionaire shall perform its obligations in a manner that Location(s) and Service Area(s) are open for access and inspection at all times during the Concession Term.

8.2.3It is expressly agreed that the Concession granted hereunder shall terminate

automatically and forthwith, without the need for any action to be taken by Authority to terminate the Concession, upon the Termination of this Agreement for any reason whatsoever.

8.2.4The Concessionaire hereby irrevocably appoints Authority (or its nominee) to be

its true and lawful attorney, to execute and sign in the name of the Concessionaire a transfer or surrender of the Concession granted hereunder at any time after the Concession Term has expired or has been terminated earlier in terms hereof, a sufficient proof of which will be the declaration of any duly authorised officer of Authority, and the Concessionaire consents to it being registered for this purpose.

8.3 Handover of the Site

8.3.1 On or after the Access Date, Authority Representative and the Concessionaire shall, on a mutually agreed date and time, inspect the Site and prepare a memorandum containing an inventory of the Site including any other building fixtures attached to

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the Site. Signing of the memorandum, in two counterparts (each of which shall constitute an original), by the authorised representatives of the Parties shall be deemed to constitute a valid licence and access to the Concessionaire for free and fair use and development of the vacant and unencumbered Site under and in accordance with the provisions of this Agreement and for no other purpose whatsoever.

8.3.2 On and after the Access Date and until the Transfer Date, the Concessionaire shall

maintain a round-the-clock vigil over the Site and shall ensure and procure that no encroachment thereon takes place, and in the event of any encroachment or occupation on any part thereof, the Concessionaire shall report such encroachment or occupation forthwith to Authority and undertake its removal at its cost and expenses.

8.4 Site to be free from Encumbrances Subject to the provisions of Clause 8.3, the Site shall be made available by Authority to the Concessionaire pursuant hereto free from all Encumbrances and occupations and without the Concessionaire being required to make any payment to Authority on account of any costs, compensation, expenses and charges for the use of such Site for the duration of the Concession Term, except insofar as otherwise expressly provided in this Agreement. For the avoidance of doubt, it is agreed that existing rights of way, easements, privileges, liberties and appurtenances to the Licensed Premises shall not be deemed to be Encumbrances.

8.5 Protection of Site from encroachments During the Concession Term, the Concessionaire shall protect the Site from any and all occupations, encroachments or Encumbrances, and shall not place or create nor permit any other person or entity claiming through or under the Concessionaire to place or create any Encumbrance or security interest over all or any part of the Site, or on any rights of the Concessionaire therein or under this Agreement, save and except as otherwise expressly set forth in this Agreement.

8.6 Access to Authority and Independent Auditor

The Concession, access and right to the Site granted to the Concessionaire hereunder shall always be subject to the right of access of Authority and the Independent Auditor and their employees and agents for inspection, viewing and exercise of their right and performance of their obligation under this Agreement.

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ARTICLE 9. CONSTRUCTION OF DAY HOTEL

The construction of the Day Hotel is in the scope of the Concessionaire.

9.1 Obligations Prior to Commencement of Construction Prior to commencement of Construction Works, the Concessionaire shall:

(a) submit to Authority its detailed design, construction methodology, quality assurance procedures, and the procurement, engineering and construction time schedule for completion of the Construction Works;

(b) appoint it’s representative duly authorized to deal with Authority in respect of all matters under or arising out of or relating to this Agreement; (c) undertake, do and perform all such acts, deeds and things as may be necessary or required before commencement of construction under and in accordance with this Agreement, the Applicable Laws and Applicable Permits; and (d) make its own arrangements for sourcing of materials needed for the Construction Works under and in accordance with the Applicable Laws and Applicable Permits.

9.2 Maintenance during construction period During the construction period, the Concessionaire shall maintain, at its cost, the Site as is necessary for the efficient progress of Construction Works, safe use of the Airport Terminal by the Airport Users and conforms to Good Industry Practices; in the performance of its activities during the construction period, the Concessionaire shall cause minimum interruption to the Airport Users, provided further that such interruption and diversion shall be undertaken by the Concessionaire only with the prior written approval of Authority which approval shall not be unreasonably withheld. For the avoidance of doubt, it is agreed that the Concessionaire shall at all times be responsible for ensuring that its activities at the Site do not affect the safe and smooth operation of the Airport.

9.3 Drawings Within 15 (fifteen)days of completion of the construction work (as approved by Authority) the Concessionaire shall furnish to Authority, a complete set of as-built drawings, in 4 (four) hard copies of A-1 size and in digital form or in such other medium as may be acceptable to Authority, designed, engineered and constructed, including an as-built survey illustrating the layout of services such as electrical lines, water supply, drainage, fuel supply, ventilation, etc.

9.4 DELETED

9.5 Construction of Day Hotel at Alternate Locations 9.5.1 For Alternate Location(s) as are offered by Authority and accepted by the Concessionaire, the Concessionaire shall undertake the Construction Works at

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such Alternate Location(s) in accordance with the provisions hereof. The Concessionaire agrees and undertakes that Construction Works at Alternate Location(s) shall be completed on or before the expiry of construction period for such Alternate Location(s) as approved by Authority.

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ARTICLE 10. CONCESSION FEE 10.1 Concession Fee

In consideration for the grant of Concession, the Concessionaire shall pay to Authority, a concession fee (the “Concession Fee”) in relation to each of the Location(s) (including Alternate Location(s), if any) in accordance with this Article.

10.2 Determination of Concession Fee 10.2.1 The Concessionaire agrees and undertakes that the Concession Fee to be paid

each Month under this Agreement shall be the Monthly Guarantee or quoted Revenue Share plus Space rent. For the avoidance of doubt, the Concession Fee for a part of Month shall be determined in proportion to the number of days.

10.2.2 Notwithstanding anything to the contrary contained in this Agreement, the Concessionaire agrees and undertakes that the Concession Fee to be paid each month shall be the Monthly Guarantee or quoted Revenue Share plus Space rent.

10.2.3 The Concessionaire hereby acknowledges and agrees that it is not entitled to

any revision of Concession Fee or other relief from Authority or any Government Instrumentality, except in accordance with the express provisions of this Agreement.

10.3 DELETED

10.4 Taxes

The Concession Fee paid by the Concessionaire to Authority shall be exclusive of Taxes and all Taxes shall be paid over and above the Concession Fee. The payment of Taxes in respect of the Concession Fee, the usage of the Location, operations of the Day Hotel shall be the obligation of the Concessionaire and shall be borne by the Concessionaire at its own risk and costs. The Concessionaire shall remit the amount of Tax in respect of the use of the Locations to Authority. It is clarified that the Concessionaire shall pay the Taxes, in respect of the use of the Locations, directly to the relevant Governmental Authorities which shall be over and above the Concession Fee. Direct taxes including withholding tax on respective income shall be borne by the respective Parties.

10.5 Payment of Concession Fee 10.5.1 The Concession Fee payable under the provisions of this Article 10 shall be

due and payable as set out in Clauses 10.5.2, 10.5.3 and 10.5.4.

10.5.2 The concession fee for a particular month shall be paid to Authority by the concessionaire on or before 10th day of that particular month.

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10.5.3 All payments towards Concession Fee, payable by the Concessionaire to

Authority, shall be by way of electronic fund transfer system to provide for real time inter- bank payment in favour of such account as may be prescribed by Authority from time to time.

10.5.4 All payments towards Concession Fee, payable by the Concessionaire to

Authority, shall be in INR. 10.6 Effect of Traffic variation on Concession Fee 10.6.1 The Concessionaire hereby acknowledges and agrees that it is not entitled to

any revision of Concession Fee or other relief from Authority or any Government Instrumentality on account of any adverse effect of variation in actual passenger traffic.

10.7 Deleted 10.8 Deleted 10.9 Independent Audit

Authority may in its discretion and at its own cost, conduct an independent audit of the accounts of the Concessionaire pertaining to any one or more of the Location(s ). The Concessionaire undertakes to co-operate with Authority and its agents in the conduct of the independent audit, and for such purpose to provide access to the officials of Authority or its agents to all location(s)/ Service Area(s), to allow Authority or its agents to inspect and have access, at any time, to the books of accounts, audited / unaudited statements, the gross sales/itemized sales reports/statements, audit rolls maintained by the Concessionaire, receipts generated at the electronic point of sale terminals as maintained by the Concessionaire and any other information as may be required by Authority or its auditors for the purpose of such independent audit.

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ARTICLE 11. SCOPE OF WORK

11.1 The concessionaire shall provide all related services to the guest as per the standards

of 3 star or above. It will include all front office management, room services, housekeeping, repair and maintenance services, food and beverages services and banquet related services. The operator shall be entitled to fix the prices or tariff of these services and change the rates thereof whenever it deems fit.

11.2 The Concessionaire will be provided with an area at +80.5 m lvl inside the Airport.

The concessionaire shall develop a Day hotel in the allocated area. The day hotel area is a bare floor with partitions and plastering completed for 25 rooms including 2 suite rooms with restaurant, meeting room, reception/lobby and seperatecommon shower area. The bidder can construct a second floor either in the beginning or after sometime wherein the space rent of second floor will be one third of the rent of ground floor.

11.3 The Concessionaire shall use the Location for the sole purpose of design, build, finance, operate and transfer Day Hotel and shall at all times ensure that the Day Hotel) is designed and developed in accordance with Good Industry Practices, standards and specifications and operated to international standards in line with the image of the Airport as envisaged by Authority and any instructions issued by Authority in this regard.

The Concessionaire at his own risk shall make necessary arrangements for obtaining business. Authority shall not take any responsibility for the same.

11.4 The Concessionaire hereby acknowledges and agrees that it shall obtain all

requisite operating Permits from competent authorities at the Concessionaire’s own cost and shall prior to the commencement of operations of the Day Hotel apply, pay for and comply with the conditions of all Permits or Approvals and shall submit copies of all such Permits to Authority.

11.5 The Concessionaire has also, prior to commencement of operations of the Day

Hotel), obtained the relevant permissions, no objection certificate(s) (NoCs) and shall, if required, also satisfy such other conditions/clearances required for operating the Hotel and shall submit copies of the same to Authority. All the statutory approvals like approval from State Pollution Control Board, KSEB, Electrical inspectorate, etc. shall be obtained by the Concessionaire.

11.6 The Concessionaire shall maintain and keep in force all requisite Approvals

(including such permits as set out under Clause 11.5 above) and comply with all Applicable Laws and statutory rules and guidelines laid down by competent authorities, including without limitation, any rules and regulations framed under Shops and Establishments Act, FSS Act, Factories Act, Industrial Disputes Act, Minimum Wages Act, etc. as may be applicable to the Concessionaire and any operational guidelines laid down by Authority from time to time.

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11.7 The Concessionaire shall not offer or engage in any other business at the

Location except providing the Services set out in this Concession.

11.8 The Concessionaire shall comply in all respects at its own cost with the provisions of all statutes and bye-laws and regulations made there under and all rules and requirements made or prescribed by any competent authority relating to public hygiene including but not limited to housekeeping, maintenance and cleanliness. In the event of any complaint, the Concessionaire shall take such necessary and immediate action as may be required to satisfy the complaint.

11.9 The Concessionaire shall at all times ensure that items offered from the Day

Hotel meet quality, service standards and hygiene as per Good Industry Practices and at all times comply with the same.

11.10 The Concessionaire shall keep the Concessionaire’s name plate and other

commercial signboards within the Location, subject to the approval of Authority.

11.11 The Concessionaire shall employ adequately qualified and trained

staff/personnel and in such numbers as is required to achieve optimum service levels, who shall represent the Concessionaire on a full-time basis and be available during business hours to ensure the smooth and efficient operation of the Hotel.

11.12 It is hereby clarified that any or all of the Location(s) may fall under security

area and the ingress and egress to the area may be monitored and regulated by Bureau of Civil Aviation Security or any governmental authority or its authorized representatives. The Concessionaire shall, at its own risk and cost and as a condition precedent to handover of the Location(s), obtain and maintain the necessary security clearance/ Airport Entry Permits (AEPs) for the Concessionaire and its employees/personnel from the Bureau of Civil Aviation Security (BCAS) or any Governmental Authority or its authorized representatives at its own cost and risk and Authority may assist and co- operate with the Concessionaire for obtaining the necessary Airport Entry Permits (AEPs). However, Authority shall not be responsible in the event BCAS refuses to grant clearance to the Concessionaire or its employees/personnel. The Concessionaire shall be liable and responsible for planning the movement of its goods and services to ensure problem free and uninterrupted operations.

11.13 The following documents (and such other documents as may be required by

the appropriate Governmental Authorities from time to time) shall be required by the Concessionaire to be submitted to Authority for facilitating the security clearance process and other administrative processes on time:

For the security vetting of the Concessionaire, the following documents shall be submitted to Authority:

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(a) Memorandum and Articles of Association of the

Concessionaire; (b) Company Profile;

(c) Promoters’ details; (d) Copy of Letter of Intent to Award/ this Agreement;

(e) Form 32 providing the details of the Directors; and (f) copy of latest audited balance sheet.

11.14 The Concessionaire agrees to submit such other documents/details as

required by Authority and/or BCAS or any other Governmental authority for the purpose of facilitating the process of obtaining the clearance.

11.15 The Concessionaire shall, at the instructions of Authority, participate in any

promotional activity of a Governmental authority, intended for distribution and/or dissemination of any public service message.

11.16 The Concessionaire shall permit Authority or any of its authorized agent at all reasonable times to enter upon the Location for the purpose of viewing the condition of the Location.

11.17 The Concessionaire agrees and acknowledges that the Concessionaire shall at

all times comply with the service standards

11.18 The Concessionaire undertakes to take part in, and extend its fullest cooperation to, any compliance checks as may be conducted by Authority from time to time, to check, verify, uphold and ensure the standard of quality of Services maintained by the Concessionaire.

11.19 The Concessionaire shall ensure that, all contracts agreements or

arrangements as may be entered into with any third-party shall be on an arms-length basis.

11.20 Prohibitions 11.20.1 The Concessionaire shall not carry out any activities other than that in the

scope of Concession or required for the smooth functioning of Day Hotel. 11.20.2 The Concessionaire shall not assign, sublet or grant any licence in respect of

the Locations or any part thereof nor part with or share the possession or occupation of the Location or any part thereof without the prior written permission of Authority.

11.20.3 The Concessionaire shall not install or suffer to be installed in the Location

any electrical lamp, equipment or appliance which is likely to cause radio interference.

11.20.4 The Concessionaire shall not engage itself, its employees or agents or through

any other person in any form of touting or disparagement of the goods/services of other concessionaires of Authority.

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11.20.5 The Concessionaire shall not do or permit or suffer to be done at the

Location(s) anything which may be or become a nuisance, annoyance, inconvenience or disturbance to Authority or to any of the Airport’s concessionaires or occupiers of any adjoining or neighboring premises or visitors to the Airport.

11.20.6 The Concessionaire shall not leave any waste materials or other refuse in or

near the Locations at all times and which waste materials or other refuse shall be removed with extreme care and shall be disposed off in accordance with Authority’s directions immediately at such places as may be designated by Authority and not any other places within the Airport. The proper management and disposal of all types of wastes generated from the Day Hotel is in the scope of the Concessionaire and the same shall be done in compliance with the waste management practices.

11.20.7 The Concessionaire shall at all times comply with all BCAS guidelines as may

be applicable to its operations at the Airport. 11.20.8 The Concessionaire shall not enter into a collective association with other

Concessionaires of Airport, for any purpose whatsoever, and Authority shall not be bound to recognize such association.

11.21 General 11.21.1 The Concessionaire shall at all times observe and conform with all such rules,

regulations and directions as may be imposed on the Concessionaire by Authority from time to time for the management and administration of the Airport or under any Applicable Law and at all times ensure that all employees / contractors or agents of the Concessionaire observe and comply with all Applicable Laws and all such rules, regulations and directions as may be imposed by Authority from time to time.

11.21.2 The Concessionaire shall at all times observe and conform with the policy on

Operations & Management practices (annexed as Schedule F hereto) and policy on Customer Services (annexed as Schedule G hereto)

11.21.3 The Concessionaire shall make all practicable and proper precautions and use

all reasonable means for the prevention of fire to the satisfaction of Authority and in particular, shall not block up or obstruct any fire exit or access to fire equipment.

11.21.4 The Concessionaire shall notify Authority of any dispute that arises or is

threatened against the Concessionaire or Authority and/or the Airport, the adverse outcome of which might have a material adverse effect on Concessionaire or Authority or the Airport or any of the Airport services.

11.21.5 In the event of an emergency or security screening of the Location(s), the

Concessionaire shall keep open and make available the Location(s) for such

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security checks or inspection and to station a representative at the Location(s) until the security check or inspection is over.

11.21.6 The Concessionaire shall be responsible for maintaining the security of the

Location(s) 11.21.7 The Concessionaire shall furnish the necessary documents and provide the

necessary certification in relation to any of its electrical connections, or any other connections, in such formats as may be provided by Authority.

11.22 Maintenance, Repair and Cleanliness 11.22.1 At all times during the Concession Term, the Concessionaire shall at its

expense keep the Location including all fixtures, signboards and all additions thereto and an area of up to 2 metres around the periphery of the Locations clean and in hygienic condition, abide by such directions as may be given by the Relevant Authorities and do all repairs and work necessary to put and keep them in such repair and condition and shall maintain a high standard of cleanliness acceptable to Authority. The Concessionaire shall engage qualified cleaning, pest control and maintenance contractors, which appointment shall be subject to the approval of Authority, to ensure that the state of maintenance of the Location and adjoining area is of a high standard as required by Authority and to submit reports on the state of maintenance of the Location and adjoining area as and when requested by Authority. If the Concessionaire fails to do so, Authority may at its discretion get the Location cleaned and maintained and the cost thereof shall be borne by the Concessionaire and shall be paid by the Concessionaire to Authority.

11.22.2 The Concessionaire shall seek the approval of Authority for all development,

mechanical and electrical works to be carried out in any of the Location(s) . All such works and installation shall be maintained in a state of good repair at all times, to the full satisfaction of Authority.

11.22.3 The Concessionaire shall ensure that the surrounding area of the Locations

are also kept free of any litter originating from the Concessionaire’s business and shall comply with Authority’s direction to either increase the number of cleaners or take other appropriate measures to improve the situation in the event that the state of cleanliness in the surrounding area is deemed unsatisfactory by Authority.

11.22.4 DELETED 11.22.5 The Concessionaire shall permit Authority, its agents or any other parties as

Authority deems fit to enter upon the Day Hotel) or any other part thereof, at all reasonable times, for the purpose of viewing the state of repair and condition of the Hotel.

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ARTICLE 12. SAFETY REQUIREMENTS

12.1 The Concessionaire shall comply with the provisions of this Agreement, Applicable Laws and Applicable Permits and conform to Good Industry Practice for securing the safety of the Airport Users. 12.2 All costs and expenses arising out of or relating to Safety and Hygiene Requirements shall be borne by the Concessionaire to the extent such costs and expenses form part of the works and services included in the Concession.

12.3 Fire Safety Regulations and Requirements 12.3.1 The Concessionaire shall obtain the requisite approvals from the office of the Fire and Rescue Services, Kannur International Airport Ltd, for the purposes of operating the Day Hotel) at the Location.

12.3.2 The Concessionaire shall ensure that all fire hose reels, fire extinguishers, fire suppression system and all other fire equipment and fire protection systems provided at the Location(s) are checked and serviced by Authority personnel or trained persons of an organisation appointed by Authority, periodically as per the maintenance schedule and a label certifying that the equipment and/or system is checked is attached to the same. Fire protection service charges are not in force currently, however, Authority reserves the right to charge it as per management decisions from time to time.

12.3.3 Prohibited substances found on/in the Location shall be confiscated and destroyed by Authority and the cost thereof or such charges as Authority shall impose from time to time, shall be borne by the Concessionaire and paid within 15 days from the date of written notice from Authority.

12.3.4 Any non-compliance of fire safety requirements, procedures or measures as may be notified by Authority shall be rectified by the Concessionaire within 30 (thirty) days from the date of such notification. After the thirty-day period, Authority would carry out an inspection of the Location.

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ARTICLE 13. DELETED

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ARTICLE 14. PAYMENTS TO AUTHORITY

14.1 Payments to Authority

14.1.1 The Concessionaire shall pay to Authority, the following amounts in relation to each of the Location(s) comprised in the Concession in accordance with this Article.

a) Quoted Revenue Share or Monthly Guarantee whichever is higher plus Space Rent b) Utility Charges, as per actual / meter (if applicable)

Irrespective of Authority raising an invoice, the above payments shall be paid by the Concessionaire to Authority every Month, in advance, on or before the 20th (twentieth) day of every Month.

14.1.2 The Concessionaire shall pay to Authority, the following amounts in relation

to each of the Service Area(s) comprised in the Concession in accordance with this Article if such facilities are made available by Authority.

a) Utility Charges, as per actual / meter

14.2 The monthly guarantee shall be paid by the Concessionaire on the date of commencement of commercial operations of day hotel or 9 months after issue of letter of award whichever is earlier

14.3 The space rent shall be paid by the Concessionaire on the date of

commencement of commercial operations of day hotel or 6 months after issue of letter of award whichever is earlier

14.4 Utility Charges (if applicable) 14.4.1 The Concessionaire shall pay to Authority or any other agency appointed by

Authority in this regard, the Utility Charges for use of utilities such as electricity, water, etc. in relation to each of the Location(s) and Service Area(s) comprised in the Concession in accordance with this Clause. Such Charges shall be paid by the Concessionaire to Authority or any other agency appointed by Authority in this regard, promptly and expeditiously. Such Utility Charges shall be payable at the rate prescribed by Authority for actual usage to be metered. Irrespective of Authority raising an invoice, the Utility Charges shall be paid by the Concessionaire to Authority every Month, in advance, on or before the 20th (twentieth) day of every Month.

14.5 Delay of Payment

In the event, the Concessionaire delays the payments to Authority under the provisions of this Article 14, the Concessionaire shall pay to Authority simple interest on such delayed amount at the rate of 18% (eighteen percent) p.a. for the period from the due date. Any delay in payments to Authority beyond 60 (Sixty) days reckoned from the due date specified in this Article 14 shall

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constitute a Concessionaire Event of Default and shall entitle Authority to terminate this Agreement under Article 19.

14.6 Mode of Payment

All payments under this Agreement from the Concessionaire to Authority shall be by way of online payment through Real Time Gross Settlement System (RTGS)/SWIFT Transfer to provide for real time interbank payment in favour of such account as may be prescribed by Authority from time to time. All such payments shall be confirmed by written notice/communications.

ARTICLE 15. INSURANCE

15.1 Insurance Cover

The Concessionaire shall effect and maintain at its own cost, during the Concession Term, such insurances for such maximum sums as may be required under the Applicable Laws, and such insurances as may be necessary or prudent in accordance with Good Industry Practice (the "Insurance Cover"). The Concessionaire shall also effect and maintain such insurances as may be necessary for mitigating the risks that may devolve on Authority as a consequence of any act or omission of the Concessionaire. Further agrees that the Concessionaire shall at its own cost provide insurance coverage for all its equipment and systems ( whether owned or hired ) and for all manpower employed by it, Concessionaire shall insure its personnel against all accidents, risks/ related risk that may be associated with the job assigned to its personnel. Authority shall not be responsible for the loss or damage caused to the Concessionaire’s men or property.

Authority shall not be responsible for the loss or damage caused to the Concessionaire’s employees or property / baggage in a fire, natural calamities, riots etc. It shall be the responsibility of the Concessionaire to take proper insurance cover as required

15.2 Evidence of Insurance Cover

All insurances obtained by the Concessionaire in accordance with this Article 15 shall be maintained with insurers on terms consistent with Good Industry Practice. Within 15 (fifteen) days of obtaining any insurance cover, the Concessionaire shall furnish to Authority, notarised true copies of the certificate (s) of insurance, copies of insurance policies and premium payment receipts in respect of such insurance, and no such insurance shall be cancelled, modified, or allowed to expire or lapse until the expiration of at least 45 (forty five) days after notice of such proposed cancellation, modification or non-renewal has been delivered by the Concessionaire to Authority.

15.3 Waiver of Subrogation

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All insurance policies in respect of the insurance obtained by the Concessionaire pursuant to this Article 15 shall include a waiver of any and all rights of subrogation or recovery of the insurers thereunder against, inter alia, Authority, and its assigns, successors, undertakings and their subsidiaries, affiliates, employees, insurers and underwriters, and of any right of the insurers to any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any such person insured under any such policy or in any way connected with any loss, liability or obligation covered by such policies of insurance.

15.4 Concessionaire's Waiver

The Concessionaire hereby further releases, assigns and waives any and all rights of subrogation or recovery against, inter alia, Authority and its assigns, undertakings and their subsidiaries, affiliates, employees, successors, insurers and underwriters, which the Concessionaire may otherwise have or acquire in or from or in any way connected with any loss, liability or obligation covered by policies of insurance maintained or required to be maintained by the Concessionaire pursuant to this Agreement (other than third party liability insurance policies) or because of deductible clauses in or inadequacy of limits of any such policies of insurance.

15.5 Application of insurance proceeds

The proceeds from all insurance claims, except life and injury, shall be paid to the Concessionaire and it shall apply such proceeds, in full, for any necessary repair, reconstruction, reinstatement, replacement, improvement, delivery or installation of the facilities for the performance of obligations under this Concession.

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ARTICLE 16. CHANGE IN LAW

16.1 Change in Law "Change in Law” means any of the following events which have a Material Adverse Effect:

(a) adoption, promulgation, modification, reinterpretation or repeal after the date of this Agreement by any Government Authority of any statute, rule, ordinance, regulation or order, treaty, convention, directive, guideline, policy having force of law; or (b) the imposition by any Government Authority of any material condition (other than a condition which has been imposed as a consequence of a violation by the Concessionaire of any Applicable Permit) in connection with the issuance, renewal or modification of any Applicable Permits after the date of this Agreement which renders the performance by the Concessionaire of any of the terms of this Agreement impossible or unviable; or (c) any Applicable Permit previously granted, ceasing to remain in full force and effect for reasons other than breach/violation by or the negligence of the Concessionaire or if granted for a limited period, being renewed on terms different from those previously stipulated. Provided any (i) imposition of new taxes, duties, cess and the like and/or the increase in taxes, duties, cess and the like effected from time to time by any Government Authority, and/or (ii) imposition of standards and condition of operations, maintenance and safety arising out of a new or revised Environmental Law; and/or (iii) imposition of standards and terms of employment and working conditions of labourers and workmen; and/or (iv) any rules or regulations stipulated by AERA or other regulatory authority having jurisdiction over the Airport in respect of the standards of service shall not constitute a Change in Law. Provided further that (i) adoption, promulgation, modification, reinterpretation or repeal after the date of this Agreement by any Government Authority of any statute, rule, ordinance, regulation or order regulating or prohibiting the sale and/or consumption of Alcoholic Beverages shall not constitute a Change in Law.

16.2 The Concessionaire’s Remedy (a) In the event of Change in Law the Concessionaire may propose to Authority

modifications to the relevant terms of this Agreement which are reasonable and intended to mitigate the effect of the Change in Law. Thereupon, the Parties shall, in good faith, negotiate and agree upon suitable changes in the terms of this Agreement, so as to place the Concessionaire in substantially the same legal and financial position as it were prior to such Change in Law.Provided however, that if the resultant Material Adverse Effect is such that this Agreement is frustrated or is rendered illegal or impossible of

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performance, the Change in Law shall be deemed to be a Political Event, whereupon the provisions with respect thereto shall apply.

(b) Upon occurrence of a Change in Law, the Concessionaire shall notify

Authority, of the following: (i) the particulars, nature and the impact of Change in Law on the

Concession; (ii) in sufficient detail, the estimate of the additional time likely to be

incurred by the Concessionaire on account of the Change in Law; and (iii) the measures, which the Concessionaire has taken or proposes to take

to mitigate the impact of Change in Law, including in particular, minimising the additional time.

Notwithstanding the aforesaid, if in terms of Good Industry Practice, the event constituting a Change in Law could be insured, the Concessionaire shall not be entitled to any remedy under this Article 16.2. If as a result of Change in Law, the Concessionaire incurs a reduction in costs or other financial gain or benefit in connection with its development or operation of the Concession, the Concessionaire shall notify Authority and pay to Authority an amount that would put the Concessionaire in the same financial position it would have occupied had there been no such Change in Law resulting in such cost reduction, increase in return or other financial gain or benefit as aforesaid. Without prejudice to the aforesaid, Authority may, by notice in writing require the Concessionaire to pay an amount that would put the Concessionaire in the same financial position it would have occupied had there been no such Change in Law resulting in such cost reduction, increase in return or other gain or benefit. The Concessionaire shall make payment of such compensation within sixty (60) Days of the said financial benefit. If the Concessionaire shall dispute the quantum of such compensation claim of Authority, the same shall be finally settled in accordance with the dispute resolution mechanism contained in Article 22 herein.

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ARTICLE 17. FORCE MAJEURE

17.1 Force Majeure Event As used in this Agreement, Force Majeure Event means the occurrence of any of the Non-Political Events, the Political Events or the Other Events in India, set out in Articles 17.2, 17.3 and 17.4 respectively including the impact/consequence thereof which : (a) is beyond the control of the Party claiming to be affected thereby (the

“Affected Party”); (b) prevents the Affected Party from performing or discharging its obligations

under this Agreement; and (c) the Affected Party has been unable to overcome or prevent despite exercise

of due care and diligence. 17.2 Non-Political Events Any of the following events which prevent the Affected Party from performing any of its obligations for a continuous period of not less than 7 (seven) Days from the date of its occurrence, shall constitute a Non-Political Event: (a) act of God, extremely adverse weather conditions, lightning, earthquake,

cyclone, flood, volcanic eruption, chemical or radioactive contamination or ionizing radiation, fire or explosion at the site where the Terminal is located (to the extent of contamination or radiation or fire or explosion originating from a source external to the Site and by reasons not attributable to the Concessionaire or the Contractor or any of the employees or agents of the Concessionaire or the Contractor);

(b) 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), and not being an Other Event set forth in Article 17.4, labour disruptions or any other industrial disturbances not arising on account of the acts or omissions of the Concessionaire or the Contractor;

(c) any event or circumstance of a nature analogous to any of the foregoing.

Provided any strikes or boycotts or civil commotion or agitation by (i) the employees of Authority , or (ii) the employees of Airlines / aircraft carriers, or (iii)passengers, or (iv) Airport Users shall not constitute a Non-Political Event.

17.3 Political Events

Any of the following events shall constitute Political Event: (a) unlawful or unauthorised or without jurisdiction revocation of, or refusal to

renew or grant without valid cause, any clearance, licence, permit, authorisation, no objection certificate, consent, approval or exemption required by the Concessionaire or any of the Contractors to perform their respective obligations under this Agreement and the Project Agreements;

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provided that such delay, modification, denial, refusal or revocation did not result from the Concessionaire's or any Contractor's inability or failure to comply with any condition relating to grant, maintenance or renewal of such clearance, licence, authorisation, no objection certificate, exemption, consent, approval or permit; or

(b) early determination of this Agreement by Authority for reasons of national

emergency, national security or the public interest; 17.4 Other Events

Any of the following events which prevents the Affected Party from performing any of its obligations under this Agreement for a continuous period of not less than 7 (seven) Days from the date of its occurrence, shall constitute the Other Event:

(a) 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;

(b) any civil commotion, boycott or political agitation which prevents collection

of sales revenue from Airport Users by the Concessionaire; (c) any judgment or order of a court of competent jurisdiction or statutory

authority in India made against the Concessionaire or the Contractor in any proceedings which is non-collusive and duly prosecuted by the Concessionaire; and any judgment or order of a court of competent jurisdiction or statutory authority in India made against the Concessionaire or the Contractor in any proceedings which is non-collusive and duly prosecuted by the Concessionaire other than relating to proceedings (i) pursuant to failure of the Concessionaire to comply with any Applicable Law or Applicable Permit, or (ii) on account of breach of any Applicable Law or Applicable Permit or of any contract, or (iii) enforcement of this Agreement or (iv) with respect to exercise of any of its rights under this Agreement by Authority; or

(d) any event or circumstance of a nature analogous to any of the foregoing. 17.5 Notice of Force Majeure Event (a) The Affected Party shall give written notice to the other Party in writing of

the occurrence of any of the Force Majeure Event (the "Notice”) as soon as the same arises or 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 adverse effect it has or is likely to have on the performance of its obligations under this Agreement.

(b) The Notice shall inter alia include full particulars of: (i) the nature, time of occurrence and extent of the Force Majeure Event with

evidence in respect thereof;

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(ii) the duration or estimated duration and the effect or probable effect which such Force Majeure Event has or will have on the Affected Party’s ability to perform its obligations or any of them under this Agreement;

(iii) the measures which the Affected Party has taken or proposes to take, to alleviate the impact of the Force Majeure Event or to mitigate the damage; and

(iv) any other relevant information. (c) So long as the Affected Party continues to claim to be affected by a Force

Majeure Event, it shall provide the other Party with fortnightly written reports containing the information called for by Article 17.5(b) and such other information as the other Party may reasonably request.

17.6 Period of Force Majeure

Period of Force Majeure shall mean the period from the time of occurrence specified in the Notice given by the Affected Party in respect of a Force Majeure Event until the earlier of:

(a) expiry of the period during which the Affected Party is excused from

performance of its obligations in accordance with Article 17.8; or (b) termination of this Agreement pursuant to Article 17.10 hereof. 17.7 Resumption of Performance

During the period of Force Majeure, the Affected Party shall in consultation with the other Party, make all reasonable efforts to limit or mitigate the effects of the Force Majeure Event on the performance of its obligations under this Agreement. The Affected Party shall also make efforts to resume performance of its obligations under this Agreement as soon as possible and upon resumption shall notify the other Party of the same in writing. The other Party shall afford all reasonable assistance to the Affected Party in this regard.

17.8 Performance Excused

The Affected Party, to the extent rendered unable to perform its obligations or part thereof under this Agreement as a consequence of the Force Majeure Event shall be excused from performance of the obligations. Provided that, the excuse from performance shall be of no greater scope and of no longer duration than is reasonably warranted by the Force Majeure Event. Provided further, nothing contained herein shall absolve the Affected Party from any payment obligations accrued prior to the occurrence of the underlying Force Majeure Event.

17.9 Costs, Revised Timetable (a) Costs

Each Party shall bear its costs, if any, incurred as a consequence of the Force Majeure Event.

(b) Extension of time/period

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The Affected Party shall be granted by the other Party, extension of time specified in this Agreement for the performance of any obligation by such period not exceeding the period during which the relative performance was affected by the Force Majeure Event. Such extension may include extension of the Concession Term by Authority in appropriate cases if permissible under Applicable Law.

17.10 Termination Due to Force Majeure Event

If the period of Force Majeure continues or is in the reasonable judgment of the Parties likely to continue beyond a period of 120 (one hundred and 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 and twenty ) Days be entitled to terminate the Agreement in which event, the provisions of Article 19 shall, to the extent expressly made applicable, apply.

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ARTICLE 18. EVENTS OF DEFAULT 18.1 Events of Default

Event of Default means the Concessionaire Event of Default or Authority Event of Default or both as the context may admit or require.

18.2 Concessionaire Event of Default

Save as otherwise provided in this Agreement, in the event that any of the defaults specified below shall have occurred, and the Concessionaire fails to cure the default within the Cure Period set forth below, of where no Cure Period is specified, then within a Cure Period of 30 (thirty) days, the Concessionaire shall be deemed to be in defaults of this Agreement (the “Concessionaire Event of Default”), unless the default has occurred solely as a result of any breach of this Agreement by Authority or due to Force Majeure. The defaults referred to herein shall include:

18.2.1 the Security Deposit has been appropriated in accordance with Clause 7.2

and the Concessionaire fails to replenish or provide fresh Security Deposit within a Cure Period of 15 (fifteen) days;

18.2.2 subsequent to the replenishment of furnishing of fresh Security Deposit in accordance with Clause 7.2, the Concessionaire fails to cure, within a Cure Period of 30 (thirty) days, the Concessionaire Default for which whole or part of the Security Deposit was appropriated;

18.2.3 any representation or warranty of the Concessionaire herein contained is

found to be materially false or misleading or the Concessionaire is at any time in breach of such representation or warranty by the Concessionaire

18.2.4 the Concessionaire abandons or manifests intention to abandon the

construction or operation or maintenance of the Concession prior to the expiry of the one-half of the Concession Term;

18.2.5 the Concessionaire has failed to make any payment to Authority within the period specified therefor in this Agreement;

18.2.6 suo-moto suspension by the Concessionaire of the performance of its

obligations under this Agreement for a period exceeding forty eight hours (except during the subsistence of an event of Force Majeure);

18.2.7 failure by the Concessionaire to operate and maintain the Day Hotel in

accordance with the Applicable Laws and Applicable Permits; 18.2.8 any breach by the Concessionaire in relation to the Pricing Policy set forth in

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Article 13 of this Agreement; 18.2.9 any breach by the Concessionaire of obligations set forth in Article 11 of this

Agreement; 18.2.10 cancellation, expiry, termination or a breach by the Concessionaire of any

Approvals required to carry out operations of the Day Hotel); 18.2.11 the Concessionaire directly or indirectly, undertakes or performs either itself

or through agency, sub-contract, sub-concession or otherwise, any activity other than activities provided for/ envisaged under this Agreement.

18.2.12. failure of Concessionaire to maintain Insurance(s) in accordance with the

requirements of this Agreement. 18.2.12 the Concessionaire repudiates this agreement or otherwise takes any action

or evidences or conveys an intention not to be bound by the Agreement; 18.2.13 a Change in the shareholding/ownership of the Concessionaire has occurred

in breach of the provisions of Clause 3.3; 18.2.14 the Concessionaire is adjudged bankrupt or insolvent, or if a trustee or

receiver is appointed for the Concessionaire or for the whole or material part of its assets that has a material bearing on the Concessions;

18.2.15 the Concessionaire has been, or is in the process of being liquidated,

dissolved, wound-up, amalgamated or reconstituted in a manner that would cause, in the reasonable opinion of Authority, a material adverse bearing on the Concession;

18.2.16 the Concessionaire submits to Authority any statement which has a material

effect on Authority’s rights, obligations or interests and which is false in material particulars; or

18.2.17 the concessionaire has failed to fulfill any obligation, for which failure

Termination has been specified in this Agreement.

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ARTICLE 19. TERMINATION 19.1 Termination for Concessionaire Event of Default Without prejudice to any other rights or remedies which Authority may have under this Agreement, upon occurrence of a Concessionaire Event of Default, Authority shall be entitled to terminate this Agreement; provided that before such Termination, Authority shall by a notice, inform the Concessionaire of its intent to terminate the Agreement and grant 30 (thirty) days to the Concessionaire to make a representation, and may after expiry of such 30 (thirty) days, whether or not it is in receipt of such representation, terminate the Agreement. 19.2 Termination for Authority Event of Default Without prejudice to any other right or remedy which the Concessionaire may have under this Agreement, upon occurrence of a Authority Event of Default, the Concessionaire shall be entitled to terminate this Agreement; provided that before such Termination, the Concessionaire shall by a notice, inform Authority of its intent to terminate the Agreement and grant 30 (thirty) days to Authority to make a representation, and may after the expiry of such 30 (thirty) days, whether or not it is in receipt of such representation, terminate the Agreement. 19.3 Termination by Authority for Convenience 19.3.1 Authority may, at its sole discretion, for any reason whatsoever, at any time during the Concession Term, terminate the rights of the Concessionaire with respect to any of the Location(s) or all the Locations, whenever Authority shall determine that such Termination is in the best interests of Authority; provided that before such Termination, Authority shall by a notice, inform the Concessionaire of its intent to terminate the Agreement and grant 180 days to the Concessionaire to make a representation, and may after the expiry of such 180 days, whether or not it is in receipt of such representation, terminate the Agreement. 19.3.2 The Concessionaire agrees and acknowledges that, upon Termination by Authority under the provisions of Clause 19.3.1, the Concessionaire shall not be entitled for damages, reimbursement of any costs or compensation for anticipatory profits. 19.4 Termination by Concessionaire for Convenience 19.4.1 The Concessionaire may, at any time after the expiry of one half of the Concession Term, terminate this Agreement by giving Authority a prior notice in writing of 180 (one hundred and eighty) days. 19.4.2 Upon termination by Concessionaire under the provisions of Clause 19.4.1,

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Authority shall have the right to forfeit the entire Security Deposit. Authority shall also have the right to recover the overdue payments from the Concessionaire. 19.4.3 For the avoidance of doubt, the Concessionaire agrees and acknowledges that Termination of the Agreement by Concessionaire, prior to the expiry of one half of Concession Term, shall be construed as a Concessionaire Event of Default and shall be dealt with accordingly. 19.5 Termination by Efflux of Time Unless terminated earlier in accordance with the provisions of this Article 19, the Agreement shall terminate upon the expiry of Concession Term. 19.6 Consequences of Termination of the Agreement 19.6.1 Where the Agreement is terminated by Authority pursuant to Clause 19.1, Authority shall have the right to forfeit the entire Security Deposit and the Concessionaire shall have no claims against Authority for payment of any compensation whatsoever in such an event. Authority shall also have the right to recover the overdue payments from the Concessionaire. 19.6.2 Where the Concessionaire terminates the Agreement prior to the expiry of one half of Concession Term, Authority shall have the right to forfeit the entire Security Deposit, which shall be in addition to a restraint on the Concessionaire or its related entities from participating in any bidding process of Authority, for a time period of three years or as may be decided by Authority. Authority shall also have the right to recover the overdue payments from the Concessionaire. 19.6.3 Where the Agreement is terminated pursuant to Clause 19.2, Authority shall release and refund the available Security Deposit to the Concessionaire, provided there are no outstanding claims of Authority on the Concessionaire. 19.6.4 Where the Agreement is terminated pursuant to Clause 19.3, Authority shall release and refund the available Security Deposit to the Concessionaire, provided there are no outstanding claims of Authority on the Concessionaire. 19.6.5 Where the Concessionaire terminates the Agreement after the expiry of one half of Concession Term, Authority shall have the right to forfeit the entire Security Deposit. Authority shall also have the right to recover the overdue payments from the Concessionaire. 19.6.6 Where the Agreement is terminated pursuant to Clause 19.5, Authority shall release and refund the available Security Deposit to the Concessionaire, provided there are no outstanding claims of Authority on the Concessionaire. 19.6.7 The Concessionaire shall, within a period of 7 (seven) days from the expiry / termination of the Agreement hand over the Locations and Service Areas in relation to which the Agreement has been terminated in good and substantial repair and condition (fair wear and tear excepted). The Concessionaire shall remove all of the Concessionaire’s materials, belongings, etc. from such Locations at the Concessionaire’s own cost, failing which Authority shall have the right to take over

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such Location and remove the Concessionaire’s materials and other materials and sell the same at such price as it may get and utilize the proceeds towards payment of any outstanding amounts due from the Concessionaire (including cost of such removal). 19.6.8 The Concessionaire shall restore the Locations or such portion of the Locations to its original state and condition and/or to remove such additions, fittings and fixtures as Authority shall specify in writing, repair any damage to the Location arising from such removal to the satisfaction of Authority, make all necessary submissions and obtain the approvals from the relevant authority for such removal and repair (hereinafter called the “Post Termination Obligations”). Where the Concessionaire fails to carry out the Post Termination Obligations or any part thereof as aforesaid, Authority may carry out the same and recover from the Concessionaire the costs of the Post Termination Obligations. 19.6.9 Save and except as otherwise expressly provided herein, Authority shall not be liable to compensate the Concessionaire in any manner whatsoever in the event of earlier termination or determination of the Concession for any reason whatsoever. 19.7 Obligations during Termination Period Upon service of a notice by either Party of its intent to terminate the Agreement, the Parties shall, subject where applicable to the provisions of this Article 19, continue to perform such of their respective obligations under this Agreement which are capable of being performed with the object, as far as possible, of ensuring continued availability of the facilities and services to the Airport Users, failing which the Party in breach shall compensate the other Party for any loss or damage occasioned or suffered on account of the underlying failure/breach. 19.8 Condition Survey 19.8.1 The Concessionaire agrees that on the service of a notice by either Party of its intent to terminate the Agreement or at least 6 (six) months prior to the expiry of the Concession Term, as the case may be, it shall conduct or cause to be conducted under Authority’s supervision, a condition survey of the Project Facilities and Services including the Project Assets to ascertain the condition thereof, verifying compliance with the Concessionaire’s obligations under this Agreement and to prepare an inventory of the assets comprised in the Project Facilities and Services. 19.8.2 If, as a result of the condition survey, Authority shall observe/notice that the Site and/or the Airport’s Assets at the Location(s) and/or the Project Facilities and Services or any part thereof have/has not been operated and maintained in accordance with the requirements therefor under this Agreement (normal wear and tear excepted) the Concessionaire shall, at its cost and expenses, take all necessary steps to put the same in good working conditions well before the Transfer Date. 19.8.3 In the event the Concessionaire fails to comply with the provisions of this Agreement, Authority may itself cause the condition survey and inventory of Assets and the Project Facilities and Services to be conducted. Authority shall be compensated by the Concessionaire for any costs incurred in conducting such survey and preparation of inventory.

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19.9 Survival of Rights Notwithstanding anything to the contrary contained in this agreement, any Termination pursuant to the provisions of this Agreement shall be without prejudice to the accrued rights of either Party including its claim to recover money, damages, insurance proceeds, security deposits and other rights and remedies, which it may have in law or contract. All rights and obligations of either Party under this agreement, including Termination Payments and Post Termination Obligations, shall survive the Termination to the extent such survival is necessary for giving effect to such rights and obligations.

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ARTICLE 20. LIABILITY AND INDEMNITY 20.1 General Indemnity 20.1.1 The Concessionaire will indemnify, defend, save and hold harmless Authority and its officers, servants, agents, Government Instrumentalities and Government owned and/or controlled entities/enterprises, ("Authority Indemnified Persons") 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 or on account of any defect or deficiency in the provision of services by the Concessionaire to any Airport User, 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 Authority Indemnified Persons.

20.1.2 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 breach by 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 this Agreement or any related agreement and/or breach of its statutory duty on the part of the Concessionaire, its subsidiaries, affiliates, contractors, servants or agents, the same shall be the liability of the Concessionaire. 20.2 Indemnity by the Concessionaire 20.2.1 Without limiting the generality of Clause 20.1, the Concessionaire shall fully indemnify, hold harmless and defend Authority and Authority Indemnified Persons from and against any 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) the 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.

20.2.2 Without limiting the generality of the provisions of this Article 20, the Concessionaire shall fully indemnify, hold harmless and defend Authority Indemnified Persons from and against any and all suits, proceedings, actions, claims, demands, liabilities and damages which Authority Indemnified Persons may hereafter suffer, or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire

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or by the Concessionaire's Contractors in performing the Concessionaire's obligations or in any way incorporated in or related to the Project. If in any such suit, action, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the revocation or suspension of the injunction or restraint order. 20.3 Notice and Contest of Claims In the event that either Party receives a claim or demand from a third party in respect of which it is entitled to the benefit of an indemnity under this Article 20 (the “Indemnified Party”), it shall notify the other Party (the “Indemnifying Party”) within 15 (fifteen) days of receipt of the claim or demand and shall not settle or pay the claim without the prior approval of the Indemnifying Party, which approval shall not be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim or demand, it may conduct the proceedings in the name of the Indemnified Party, subject to the Indemnified Party being secured against any costs involved, to its reasonable satisfaction. 20.4 Defence of Claims 20.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent provided by this Article 20, the Indemnifying Party shall be entitled, at its option, to assume and control the defence of such claim, action, suit or proceeding, liabilities, payments and obligations at its expense and through the counsel of its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defence. The Indemnifying Party shall not be entitled to settle or compromise any claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. 20.4.2 If the Indemnifying Party has exercised its rights under Clause 20.3, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed).

20.4.3 If the Indemnifying Party exercises its rights under Clause 20.3, the Indemnified Party shall nevertheless have the right to employ its own counsel, and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party. as and when incurred, unless:

(a) the employment of counsel by such party has been authorised in

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writing by the Indemnifying Party; or (b) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or (c) the Indemnifying Party shall not, in fact, have employed independent counsel reasonably satisfactory to the Indemnified Party, to assume the defence of such action and shall have been so notified by the Indemnified Party; or (d) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either:

(i) that there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or (ii) that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement: Provided that if Sub-clauses (b), (c) or (d) of this Clause 20.4.3 shall be applicable, the counsel for the Indemnified Party shall have the right to direct the defence of such claim, demand, action, suit or proceeding on behalf of the Indemnified Party, and the reasonable fees and disbursements of such counsel shall constitute legal or other expenses hereunder.

20.5 No Consequential Claims Notwithstanding anything to the contrary contained in this Article 20, 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. 20.6 Survival on Termination The provisions of this Article 20 shall survive Termination

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ARTICLE 21. RIGHTS AND TITLE OVER THE SITE

21.1 Licensee Rights For the purpose of this Agreement, the Concessionaire shall have rights to the use of the Site as sole licensee subject to and in accordance with this Agreement.

21.2 Access Rights of Authority and Others

21.2.1 The Concessionaire shall allow free access to the Site at all times for the authorized representatives of Authority, and the Independent Auditor, and for the persons and vehicles duly authorised by any Government Instrumentality to inspect or to investigate any matter within their authority, and upon reasonable notice, the Concessionaire shall provide to such persons reasonable assistance necessary to carry out their respective duties and functions.

21.2.2 The Concessionaire shall, for the purpose of operation and maintenance of any utility, allow free access to the Site at all times for the authorised persons of Authority or any agency that Authority may appoint in this regard.

21.3 Property Taxes The Concessionaire shall not be liable to pay any property taxes in respect of the Site.

21.4 Sub-licensing/ sub-letting

The Concessionaire shall not sublicense or sublet the whole or part of the Site, save and except as may be expressly set forth in this Agreement; provided that nothing contained herein shall be construed or interpreted as restricting the right of the Concessionaire to appoint Contractors for the performance of its obligations hereunder in accordance with the provisions hereof.

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ARTICLE 22. DISPUTE RESOLUTION 22.1 Dispute resolution 22.1.1 Any dispute, difference or controversy of whatever nature howsoever arising under or out of or in relation to this Agreement (including its interpretation) between the Parties, and so notified in writing by either Party to the other Party (except those the decision whereof is otherwise herein before expressly provided for) (the "Dispute") shall, in the first instance, be attempted to be resolved amicably. 22.1.2 All disputes and differences arising out of or in any way touching or concerning this Agreement (except those the decision whereof is otherwise herein before expressly provided for or to which the Public Premises [Eviction of Unauthorized Occupants] Act and the rules framed there under which are now enforced or which may hereafter come into force are applicable), shall , in the first instance, be referred to a Dispute Resolution Committee (DRC) setup at the airports, for which a written application should be obtained from the party and the points clearly spelt out. In case the dispute is not resolved within 45 days of reference, then the dispute shall be settled in the Court of Law. Once the dispute has reached the Court of Law, the DRC process will cease to be operative. In case of any dispute where legal action is compelled to be initiated by any of the party, jurisdiction of the court shall be the city/town/district where the airport is located. 22.1.3 Authority shall be at liberty to proceed against the Concessionaire who defaults in the payment of amount due to Authority and recover the amount with interest @ 18% per annum from the due date. Any expense towards legal or any other charges that may be incurred by Authority on this account shall be liable to be realized from the Concessionaire.

22.2 Adjudication by Regulatory Authority or Commission In the event of constitution of a statutory Regulatory Authority or Commission with powers to adjudicate upon disputes between the Concessionaire and Authority, all Disputes arising after such constitution shall, instead of reference to adjudication under Clause 22.3, be adjudicated upon by such Regulatory Authority or Commission in accordance with the Applicable Law and all references to Dispute Resolution Procedure shall be construed accordingly. For the avoidance of doubt, the Parties hereto agree that the adjudication hereunder shall not be final and binding until an appeal against such adjudication has been decided by an appellate tribunal or judicial Court, as the case may be, or no such appeal has been preferred within the time specified in the Applicable Law.

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ARTICLE 23. DISCLOSURE 23.1 Disclosure of Specified Documents The Concessionaire shall make available for inspection by any person authorized by Authority, copies of financial records and books of accounts showing the gross Sales, Net Sales of business at each Location and such other details as required by Authority, during normal business hours on all working days at the Location(s) / Service Area(s) and Concessionaire's Office.

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ARTICLE 24.

DELETED

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ARTICLE 25 MISCELLANEOUS 25.1 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 Kannur District shall have jurisdiction over matters arising out of or relating to this Agreement. 25.2 Waiver of Immunity Each Party unconditionally and irrevocably: (a) agrees that the execution, delivery and performance by it of this Agreement constitute commercial acts done and performed for commercial purpose; (b) agrees that, should any proceedings be brought against it or its assets, property or revenues in any jurisdiction in relation to this Agreement or any transaction contemplated by this Agreement, no immunity (whether by reason of sovereignty or otherwise) from such proceedings shall be claimed by or on behalf of the Party with respect to its assets; (c) waives any right of immunity which it or its assets, property or revenues now has, may acquire in the future or which may be attributed to it in any jurisdiction; and (d) consents generally in respect of the enforcement of any judgement or award against it in any such proceedings to the giving of any relief or the issue of any process in any jurisdiction in connection with such proceedings (including the making, enforcement or execution against it or in respect of any assets, property or revenues whatsoever irrespective of their use or intended use of any order or judgement that may be made or given in connection therewith). 25.3 Depreciation For the purposes of depreciation under the Applicable Laws, the property representing the capital investment made by the Concessionaire in the Project shall be deemed to be acquired and owned by the Concessionaire. For the avoidance of doubt, Authority shall not in any manner be liable in respect of any claims for depreciation to be made by the Concessionaire under the Applicable Laws. 25.4 Delayed Payments The Concessionaire hereto agree that payments due to Authority under the provisions of this Agreement shall be made within the period set forth therein, and if no such period is specified, within 15 (fifteen) days of receiving a demand along with the necessary particulars. In the event of delay beyond such period, the Concessionaire shall pay to Authority simple interest on such delayed amount at the rate of 18% (eighteen percent) per annum for the period from the due date. Any delay in payments to Authority beyond 90 (ninety) days reckoned from the due date specified shall constitute a Concessionaire Event of Default and shall entitle Authority to terminate this Agreement under Article 19. 25.5 Waiver 25.5.1 Waiver, including partial or conditional waiver, by either Party of any default by the other Party in the observance and performance of any provision of or obligations under this Agreement:-

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(a) shall not operate or be construed as a waiver of any other or subsequent default hereof or of other provisions of or obligations under this Agreement; (b) shall not be effective unless it is in writing and executed by a duly authorized representative of the Party; and (c) shall not affect the validity or enforceability of this Agreement in any manner. 25.5.2 Neither the failure by either Party to insist on any occasion upon the

performance of the terms, conditions and provisions of this Agreement or any obligation thereunder nor time or other indulgence granted by a Party to 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.

25.6 Liability for review of Documents and Drawings

Except to the extent expressly provided in this Agreement: (a) no review, comment or approval by Authority or any agency nominated by

Authority of any Document or Drawing submitted by the Concessionaire nor any observation or inspection of the development, operation or maintenance of the Day Hotel nor the failure to review, approve, comment, observe or inspect hereunder shall relieve or absolve the Concessionaire from its obligations, duties and liabilities under this Agreement, the Applicable Laws and Applicable Permits; and

(b) Authority shall not be liable to the Concessionaire by reason of any review,

comment, approval, observation or inspection referred to in Sub clause (a) above.

25.7 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 either Party not contained in a binding legal agreement executed by both Parties.

25.8 Survival 25.8.1 Termination shall: (a) not relieve the Concessionaire or Authority, as the case may be, of any

obligations hereunder which expressly or by implication survive Termination hereof; and

(b) except as otherwise provided in any provision of this Agreement expressly limiting the liability of either Party, 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.

25.8.2 All obligations surviving Termination shall only survive for a period of 2

(two) years following the date of such Termination. 25.9 Entire Agreement

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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 such modification or amendment is agreed to in writing by the Parties and duly executed by persons especially empowered in this behalf by the respective Parties. All prior written or oral understandings, offers or other communications of every kind pertaining to this Agreement are abrogated and withdrawn. The entire RFP will also form part of this Agreement.

25.10 Severability

If for any reason whatever, any provision of this Agreement is or becomes invalid, illegal or unenforceable or is declared by any court of competent jurisdiction or any other instrumentality to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected in any manner, and the Parties will negotiate in good faith with a view to agreeing to one or more provisions which may be substituted for such invalid, unenforceable or illegal provisions, as nearly as is practicable to such invalid, illegal or unenforceable provision. Failure to agree upon any such provisions shall not be subject to the Dispute Resolution Procedure set forth under this Agreement or otherwise.

25.11 No Partnership

This Agreement shall not be interpreted or construed to create an association, joint venture or partnership between the Parties, or to impose any partnership obligation or liability upon either Party, and neither Party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other Party.

25.12 Third Parties

This Agreement is intended solely for the benefit of the Parties, and their respective successors and permitted assigns, and nothing in this Agreement shall be construed to create any duty to, standard of care with reference to, or any liability to, any person not a Party to this Agreement.

25.13 Successors and Assigns

This Agreement shall be binding upon, and inure to the benefit of the Parties and their respective successors and permitted assigns.

25.14 Notices

Any notice or other communication to be given by any Party to the other Party under or in connection with the matters contemplated by this Agreement shall be in writing and shall:

(a) in the case of the Concessionaire, be given by facsimile and by letter delivered by registered post/electronic mail to the address given and marked for attention of the person set out below or to such other person as the

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Concessionaire may from time to time designate by notice to Authority; provided that notices or other communications to be given to an address outside Kannur (Airport Location) may, if they are subsequently confirmed by sending a copy thereof by registered acknowledgement due, air mail or by courier, be sent by facsimile to the number as the Concessionaire may from time to time designate by notice to Authority;

Name of Person Correspondence Address Name of Alternate person Correspondence Address (b) in the case of Authority, be given by facsimile and by letter delivered by

registered post and be addressed to the Managing Director of Authority with a copy delivered to Authority Representative set out below or such other person as Authority may from time to time designate by notice to the Concessionaire; provided that if the Concessionaire does not have an office in Kannur it may send such notice by facsimile and by registered acknowledgement due, air mail or by courier; and

Authority Representative:

………………………… Kannur International Airport Ltd (c) any notice or communication by a Party to the other Party, given in

accordance herewith, shall be deemed to have been delivered when in the normal course of post it ought to have been delivered.

25.15 Language

All notices required to be given by one Party to the other Party and all other communications, Documentation and proceedings which are in any way relevant to this Agreement shall be in writing and in English language.

25.16 Currency

The currency for payments under the provisions of this Agreement shall be in US Dollars for Concession Fee and Indian Rupee for all other payments.

25.17 Time

Time shall be the essence of this Agreement, both as regards the dates, periods or times of day mentioned and as regards any dates, periods or times of day, which may be substituted for them in accordance with this Agreement.

25.18 Conflict 25.18.1 This Agreement supersedes all previous agreements or arrangements between

the Parties, including any correspondence entered into in respect of the contents hereof and represents the understanding between the Parties in relation thereto.

25.18.2 This Agreement constitutes a complete and exclusive statement of the

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terms of the agreement between the Parties on the subject hereof, and no amendment or modification hereto shall be valid and effective unless such modification or amendment is agreed to in writing by the Parties and duly executed by persons especially empowered in this behalf by the respective Parties.

25.18.3 In the event of a conflict between the terms of the Agreement and those of

Request for Proposal (Tender Document) or any other guidelines, the terms of this Agreement shall prevail.

25.19 Counterparts

This Agreement is executed in two counterparts, each of which, when delivered, shall constitute an original of this Agreement. The Parties have read and thoroughly understood the contents hereof and have hereby affixed their respective signatures and stamp before witnesses.

25.20 Compliance With Statutory Labour Provisions: 25.20.1 The Concessionaire shall ensure compliance with provisions of related

Labour Laws (Central/State) and especially Minimum Wages Act, Payment of Wages Act, PF Act, ESI Act, Payment of Bonus Act, Contract Labour (R&A) Act, Workmen’s Compensation Act, etc. and other statutory labour enactments as applicable from time to time. The Concessionaire shall be wholly and solely responsible and liable to comply with all liabilities arising out of any provisions of Labour Acts/Enactments hitherto in force from time to time during the period of this concession and thereafter. The Concessionaire shall be solely responsible for any cost and consequences on account of any breach and/or non-compliance of any of the provisions of the Labour Laws. The Concessionaire shall indemnify Authority and keep Authority indemnified against any claims/cost/damages and penalties in respect of breach of any of the provisions of the laws in force. The employees of the Concessionaire shall have no relationship with Authority and the concessionaire shall alone be liable and responsible for all rights, benefits and entitlements of its employees under any law.

25.21.2 The Concessionaire shall register with respective authorities as are

required by the labour and other laws. The Concessionaire shall remit the PF, ESI and such contributions as envisaged by these Acts and copy of all such remittances (esp. PF & ESI) shall be submitted to Authority as directed.

25.21.3 It is clearly stated that the above clause has indicated some of the Labour

rules and regulations applicable to employment and this list is only indicate and not exhaustive. However, it shall be the sole responsibility and duty of the bidders to get a clear understanding of the applicable laws from independent and reliable legal sources on their own and comply with the requirements. Authority shall not be liable for any omissions on the part of Concessionaire in any issue regarding labour laws, regulations and acts.

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ARTICLE 26. DEFINITIONS In this Agreement, the following expressions shall have the meaning stated herein: “Access Date” with respect to any and/or all the Locations or Service Areas as specified in Schedule A shall mean the date which is the earlier of: i. the date on which access rights to any or all the Locations /Service Area is

granted by Authority to the Concessionaire, in accordance with the Concession Agreement; or

ii. the date on which the Concessionaire takes possession of any or all of the

Locations/Service Area, as determined by Authority. "Agreement” shall mean the Concession Agreement, its Recitals and the Schedules hereto and any amendments thereto made in accordance with the provisions contained in this Agreement. "Airport” shall mean KANNUR INTERNATIONAL AIRPORT and includes all its land, buildings, equipment, facilities and systems. "Airport Users” shall mean those persons using or involved in activities at, or in connection with or in relation to the Airport, including without limitation, staff of the Airport and airlines operating at the Airport, the passengers and flight crewmembers of airlines. "Alternate Location(s)” shall mean the particular space / area within/outside the Terminal offered to the Concessionaire, in lieu of Original Location(s). "Applicable Laws" means all applicable laws in force and effect as of the date hereof and which may be promulgated or brought into force and effect hereinafter in India or such other territorial jurisdiction outside India, by any authority, including Governmental Authority, including any revisions, amendments or re-enactments including without limitation statutes, rules, regulations, bye-laws, policies made there under, judgments, decrees, injunctions, writs, orders issued by any court of record or other requirement or official directive of any Governmental Authority or any person acting under Authority of any Governmental Authority or any statutory authority, including any notification issued by the Reserve Bank of India or of any Governmental Authorities, as may be in force and effect during the subsistence of the Agreements. "Applicable Permits" means all clearances, licenses, permits, authorisations, no objection certificates, consents, approvals and exemptions required to be obtained or maintained under Applicable Laws in connection with the development, operation and maintenance of the Locations in the Terminal, for or in respect of the Concession Agreement including but not limited to the approvals from Airport Health Officer, Airport Security and all other approvals as may be required to execute, give effect to, and perform the Agreement and the approvals and

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consents required from Authority or any other Governmental Authority pursuant to this RFP or the Agreement, including any third party approvals as may be required by the Concessionaire. “Associate” shall mean, in relation to the Bidder / Consortium Member, a person who controls, is controlled by, or is under the common control with such Bidder /Consortium Member (the “Associate”). As used in this definition, the expression “control” means, with respect to any person which is a company or corporation, the ownership directly or indirectly, of more than 50% (Fifty percent) 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. “Auditor” shall mean independent auditor, who is a chartered accountant or qualified accountant under any corresponding law to the chartered accountant act 1949, who certifies audited annual financial statements of the concerned entity, “Bid Process” shall mean the bidding and selection process as detailed in the RFP. “Bidder” shall mean a sole entity or a Consortium of entities, submitting a proposal pursuant to the RFP. “Carpet Area” shall mean the net usable floor area within the Terminal excluding the area that is covered by the walls, staircases, lifts, escalators, ducts, walkways, toilets, air-conditioning plant room and electrical control rooms, but shall include floor area upto spatial limits covered by walls, pillars, signages, advertisement panels and any other structures erected by the Concessionaire. “Chartered Accountant” shall mean a person practicing in India or a firm whereof all the partners practicing in India as a Chartered Accountant(s) within the meaning of the Chartered Accountants Act, 1949. “Kannur International Airport Limited” or “Authority”, shall mean a public limited company registered in India under the Companies Act 1956 and having its registered office at Parvathy TC 36/1 Chacka NH Bypass Thiruvananthapuram 695024 “Kannur Airport” shall mean Kannur International Airport, owned and operated by Authority and situated at Mattanur in the District of Kannur, Kerala state, India Companies Act” shall mean the (Indian) Companies Act, 2013, any amendments or reenactments thereto or any other legislation governing the incorporation and existence of companies in India. “Concession” shall mean the rights granted to the Concessionaire pursuant to the execution of the Concession Agreement for, design, build, finance, operate and transfer the Day Hotel to perform the Services as per the terms and conditions of the Concession Agreement. “Concession Fee” for a particular month shall mean Highest quoted revenue share or monthly guarantee plus Space Rent payable in the form and manner as set out

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under the Concession Agreement. “Concession Term” shall mean, a period of Ten (10) years, commencing on the License Commencement Date, unless terminated earlier in accordance with the terms and conditions of the Concession Agreement. The concession may be extended for period of 5 years at the sole discretion of Authority upon mutually agreed conditions. However, Authority reserves the right not to award the extension if the concessionaire has not complied with all the conditions laid out in the agreement. “Concession Year” shall mean each successive twelve (12) month period during the Concession Term hereof. “Concessionaire” shall mean the Selected Bidder (where the Selected Bidder executing the Concession Agreement with Authority. “Construction Works” shall mean all works and things necessary to complete the construction/development of Day Hotel in accordance with this Agreement. “Custom Area” shall mean such area notified under the Customs Act, 1962 and the Rules and Regulations framed thereunder. “Day” or “day” means a calendar day of twenty four (24) hours measured from midnight to the next midnight. "Day Hotel” shall mean the facility which are designed (as approved by Authority), developed, operated and maintained by the Concessionaire at the Location(s) in accordance with the provisions of the Concession Agreement for providing Hotel services . "Good Industry Practice(s)” shall mean the practices, methods, techniques, designs, standards, skills, diligence, efficiency, reliability and prudence which are generally and reasonably expected from a reasonably skilled and experienced operator engaged in the same type of undertaking as envisaged under the Concession and which would be expected to result in the performance of its obligations by the Concessionaire in accordance with the Concession Agreement, Applicable Laws and Applicable Permits in reliable, safe, economical and efficient manner. GoI” shall mean the Government of India and any agency, authority (including regulatory authority), department, inspectorate, ministry or statutory person (whether autonomous or not) under the control and direction of GoI. “GoK” shall mean the Government of Kerala and any agency, authority (including regulatory authority), department, inspectorate, ministry or statutory person (whether autonomous or not) under the control and direction of Government of Kerala. “Governmental Authority" shall mean any government authority, statutory authority, government department, ministry, secretariat, agency, commission, board, tribunal or court or other law making body/ entity having or purporting to have jurisdiction on the parties to the Agreements, including the GoI or GoK or any

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other regulatory authority appointed by the GoI or GoK having jurisdiction in relation to the subject matter of the Agreements under Applicable Law, the Bureau of Civil Aviation Security, the Central Industrial Security Force. “INR” shall mean Indian Rupee, being the lawful currency of Republic of India. “IST” shall mean Indian Standard Time. “Letter of Intent to Award” or “LOIA” shall have the meaning as ascribed hereto under Recital E hereof. “License Commencement Date” shall mean the 91st day reckoned from the date of issue of LOIA or commencement of business whichever is earlier. “Location” means each of the individual site or Original Location, at the Airport , for use by the Concessionaire to operate the Concession. The Location(s) shall include any Alternate Location as may be provided by Authority and accepted by the Concessionaire in terms of the Agreement to be developed, operated and maintained in such form and manner as may be directed by Authority from time to time in terms of the Agreement. Each Location is denoted by a unique unit number, as set out in Schedule A hereto. “Material Adverse Effect” means material adverse effect on (a) the ability of either Party to exercise any of their rights or perform/discharge any of their duties/obligations under and in accordance with the provisions of this Agreement and/or (b) the legality, validity, binding nature or enforceability of this Agreement. “Month” shall mean a Gregorian calendar month. “Net Sales” shall mean the aggregate of the following amounts: (a) the total revenue earned at Day Hotel business (b) revenue generated from any promotional activity carried at Day Hotel (with

the prior written consent of Authority ) or any other activity as may be permitted by Authority in accordance with the terms of the Concession Agreement;

(c) any other consideration or benefit in kind received by the Concessionaire in

relation to the operation of the Day Hotel , including any discounts as may be received by the Concessionaire from its suppliers or any such other consideration or benefit;

(d) any revenues billed and/or accrued and/or received by the Concessionaire; and (e) any refund of taxes which are billed on the customer (f) Any revenue generated by orders or contract for sales arising from any place

other than from the Location, but where services are provided or deliveries are made from the Day Hotel at the Location. Less applicable GST to the extent as included in (a) to (f) above (payable by the Concessionaire with respect to the transactions contemplated under the Concession Agreement).However, any service tax applicable with respect to the grant of right to use the Location(s) shall be borne by the Concessionaire and shall not be deducted for the computation of Net Sales.

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“Project Agreements” means any other agreements or contracts that may be entered into by the Concessionaire with any person or entity or contractor(s) in connection with the matters relating to, arising out of or incidental to the performance of the obligations under this Concession Agreement.

“Request for Proposals or RFP” shall have the meaning as ascribed to the term in Clause 1.2 of RFP (Tender Document).

“Security Deposit” shall mean, the interest free security deposit to be furnished and maintained by the Concessionaire to Authority, at all times during the Concession Term, in the manner as set out herein and in the Agreement.

“Selected Bidder” shall mean the Bidder selected by Authority, pursuant to the Selection Process and to whom the Letter of Intent to Award the Concession is issued.

“Selection Process” shall means the selection process detailed in Section 3 of the RFP. “Service Standards” shall mean the standards, requirements and / or parameters in connection with the provision of Services that Authority may determine in its sole discretion from time to time. “Services” shall mean the provision of Day Hotel and other services related to or incidental thereto or as may be approved by Authority from time to time, to be provided to the Airport Users at the Location(s) by the Concessionaire. “Site” shall include the Location(s) and Service Area(s), described in Schedule A, in respect of which access has been provided and granted by Authority to the Concessionaire. "Taxes" means applicable national, local or foreign tax on gross income, gross receipts, sales, GST, use, ad valorem, value-added, capital gains, transfer, withholding tax; duties of custom and excise, stamp duty or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest and any fines, penalties, additions to tax or additional amount with respect thereto and "Taxation" or "Tax" shall have a corresponding meaning. “Termination Period” shall mean the period commencing from the issue of notice of intent to terminate the Agreement and expiring on termination of Agreement. “Transfer Date” shall mean the date on which the Agreement shall stand determined on account of early termination or expires by efflux of time. “Utility Charges” shall mean the charges for the usage of electricity, water, sewerage, data/voice communication and other analogous utilities at the

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Location(s) and Service Area(s), at the rate prescribed by Authority and payable by the Concessionaire to Authority or any other agency appointed by Authority in this regard, for actual usage to be metered. “USD” shall mean United States Dollar, being the lawful currency of United States of America and its overseas territories.

“Zone” shall mean an area of Service Area /Locations assigned for designated purpose, or use, or subject to particular restrictions, as per the Schedule A

SCHEDULE A

DESCRIPTION OF LOCATION(s)/ SERVICE AREA

Description of Location(s) with Area are as follows:

A. Locations(s)

Description

Location

Area

(approx. in acre)

Day Hotel As per the attached drawing

1418 sq.m

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SCHEDULE B

POLICY ON OPERATIONS AND MAINTENANCE

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SCHEDULE C

POLICY ON CUSTOMER SERVICES

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