CA Biomining Processing 29 05 2020 1 - Telangana agreement.pdf · Title: Microsoft Word -...

Concession Agreement for Remediation and Reclamation of Existing Dumpsite through Bio Mining, Setting up of Municipal Solid Waste Processing/Treatment Facility for Cluster of ULBs in Telangana on DBFOT

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VOLUME – 2

DRAFTCONCESSION AGREEMENT

BETWEEN

Commissioner & Director of Municipal Administration, The Government of Telangana State,

AND

Commissioner/Nodal officer, Municipal Corporation/Council,<<Name of the

ULB>>,Telangana,being part of Cluster <<Cluster Name, Number>>

AND

(CONCESSIONAIRE/AGENCY)

(acting through its Authorized Signatory)

For

Remediation and Reclamation of Existing Dumpsite through Bio Mining, Setting up of

Municipal Solid Waste Processing/Treatment Facility for Cluster of ULBs in Telangana on

(Design Build Finance Operate Transfer) DBFOT Basis.


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This Works Concession Agreement (hereinafter referred to as the “Concession Agreement”) is made at [●], on this the [●] day, of [●], [insert year]:

By & Between

The Commissioner & Director of Municipal Administration, Government of Telangana State herein referred as “Authority”, which expression shall unless excluded by or repugnant to the context, be deemed to include its successors and administrators of FIRST PART;

And Municipal Corporation/Council <<Name of the ULB>>(Part of Cluster <<Name, Number>>)acting through its Commissioner and having its office at <<address>>(herein after referred to as the “ULB”/ “MC<<Name of the ULB>>”, which expression shall, unless repugnant to the context or meaning thereof, be deemed to include any successors-in-office and permitted assigns) of SECOND PART;

And

[NAME OF THE CONCESSIONAIRE/AGENCY], a <<mention nature of the Selected Bidder>>, registered/incorporated under the [●] and having its registered/ corporate office at [**] acting through its <<name of the authorized person>>(hereinafter referred to as the “Concessionaire/Agency”, which expression unless repugnant to the context or meaning thereof shall be deemed to mean and include its successors and permitted assigns) of the THIRD PART.

Or

(in case of Joint Venture/ Consortium)

[name of the Joint Venture], the Selected Bidder Joint Venture comprising of M/s [……………………………] being the Lead Member of the Consortium and other Member(s); (i) […….]; and (ii) [……]; through Mr./ Ms.…………………. currently working as …………….. with the Lead Member (hereinafter referred to as the “Concessionaire/Agency” which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns and substitutes) of the THIRD PART,

M/s [……………………………], being the Co-Member of the Consortium, comprising of consortium members; (i) […….]; and (ii) [……]; being a {<<mention nature of entity>>, registered/ incorporated under the [●](hereinafter referred to as the “Confirming Party No.1” which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns and substitutes) of the FOURTH PART.

M/s [……………………………], being the Co-Member of the Consortium, comprising of consortium members; (i) […….]; and (ii) [……]; being a {<<mention nature of entity>>, registered/ incorporated under the [●](hereinafter referred to as the “Confirming Party No.2” which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns and substitutes) of the FIFTH PART.

“Authority” and “ULB/ MC <<Name of the ULB>>” and “Concessionaire/Agency” are hereinafter collectively referred to as “Parties” and individually as “Party”.


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As per the RFP, the Successful Bidder is required to incorporate an SPV, and this SPV shall be the “Concessionaire”/ “Agency” which shall undertake the execution of the Project

WHEREAS:

A. The Authority intends to undertakethe project of Remediation and Reclamation of Existing Dumpsite through Bio Mining, Setting up of Municipal Solid Waste Processing/Treatment Facilityfor Cluster of ULBs in TelanganaState on design, build, finance, operate and transfer basis (DBFOT) Basis

B. Pursuant to the above objective, the Authorityhad accordingly, vide RFP document bearing number [●] and dated [13th March 2020] invited Bids from eligible entities, with a view to undertake the Scope of Work (defined herein after), including but not limited to Remediation and Reclamation of Existing Dumpsite through Bio Mining, Setting up of Municipal Solid Waste Processing/Treatment Facility for Cluster of ULBs in TelanganaState on DBFOT Basis in accordance with the Solid Waste Management Rules, 2016

C. M/s [●], in response to the said RFP submitted its Bid for <<Cluster No. , Cluster Name>>, which pursuant to evaluation in accordance with and subject to terms thereof, was determined as the Selected Bidder, and, accordingly, vide Letter of Award No. [●]dated [●] (“LoA”), was awarded the Cluster.Municipal Corporation/Council of <<Name of the ULB>> being the member ULB of the awarded cluster, M/s [●],shall undertake theScope of Work for the “Project” (Remediation and Reclamation of Existing Dumpsite through Bio Mining, Setting up of Municipal Solid Waste Processing/Treatment Facility for the Municipal Corporation/Council of <<Name of the ULB>> ) subject to and in accordance with terms thereof and more particularly terms and conditions of this Concession Agreement. The LoA has been duly accepted by the Selected Bidder by its acknowledgement dated [●].

D. TheAuthority, the ULB and the Concessionaire/Agency have accordingly agreed to enter into this Concession Agreement for implementation of the Project, subject to and on the terms and conditions set forth hereinafter.

NOW THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth in this Concession Agreement and other consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, it is agreed by and between the Parties hereto as under:

1. The following documents attached hereto shall be deemed to form an integral part of this Concession Agreement:

(a) The General Conditions of Concession Agreement;

(b) The Special Conditions of Concession Agreement;

(c) The following Annexures:

i. Annexure A: Scope of Work ii. Annexure B: Key Performance Indicators

iii. Annexure C: Format of Bank Guarantee for Performance Security iv. AnnexureD: Format of Completion Certificate for Reclamation and

Remediation Works


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v. Annexure E:Format of Completion Certificate for Fresh MSW Processing Works

vi. Annexure F: Deleted vii. Annexure G: Schedule-1, Schedule- 2, Schedule- 3, Schedule- 4

&Schedules- 5. viii. Annexure H: Land Lease Agreement.

ix. Annexure I: Substitution Agreement. x. Annexure J:Format of Commissioning Certificate for Fresh MSW

Processing Facility xi. Annexure K:Format of Commissioning Certificate for Bio-Mining

Facility

(d) The Bid of the Selected Bidder; (e) The Request for Proposal (RFP) Document, Corrigendum & Addendum issued.

2. The mutual rights and obligations of the ULB and the Concessionaire/Agency shall be as set forth in this Concession Agreement, interalia including:

(a) the Concessionaire/Agency shall carry out the Works subject to and in accordance with the provisions of the Concession Agreement; and

(b) The ULB shall make payments to the Concessionaire or subject to and in accordance with the provisions of the

(c) In case of delay or no payment from ULB to Concessionaire/Agency beyond stipulated period as per Concession Agreement, the Concessionaire/Agency may put up the copy of invoice to Authority and the Authorityshall ensure the payment within 30 days.

IN WITNESS WHEREOF the Parties, through their respective authorized officials subscribe their respective signatures and seals hereto on this _____ day of ______, _____. For and on behalf of the Authority (Authorized Signatory) For and on behalf of the ULB (Authorized Signatory) For and on behalf of the Concessionaire/Agency


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(Authorized Signatory) Witnesses: 1. 2.


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1. GENERAL PROVISIONS 1.1 DEFINITIONS Unless the context otherwise requires, the following terms

& expressions, whenever used in this Concession Agreement, shall have the following meanings hereinafter respectively ascribed to them:

“Access Road” means the motorable approach road for access to the project site from public road;

“Affected Party” shall have the meaning ascribed to it in GC Clause 2.5.1.

“Allied Infrastructure”as specified in GC clause 6.3

“Applicable Law” means all laws, acts, ordinances, rules, regulations notifications and guidelines in force and effect, inter alia include without limitation the Solid Waste Management Rules, 2016, Environment (Protection) Act 1986, the Water (Prevention and Control of Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981 and shall also include judgments, decrees, injunctions, writs or orders of any court of record and/ or National Green Tribunal, as may be in force and effect as of the date hereof and shall include any amendment or re-enactment thereof from time to time, having jurisdiction over any Party, this Concession Agreement, the Project, the Project documents and each document, instrument and agreement delivered hereunder or in connection herewith or any other Rules, Regulations, Orders as applicable to the Project and the work being executed in pursuance thereof.

“Applicable Permits” shall mean any and all permission, clearances, consents, approvals, authorizations, notifications, acknowledgements, licenses, no-objections and permits of any Government ULB required in connection with and/or for undertaking, performing or discharging the Service obligations or fulfillment of the Service requirements as contemplated in this Concession Agreement.

“Appointed Date” means the date of signing of this Concession Agreement

“Arbitration Act” means the Arbitration and Conciliation Act, 1996 and shall include modifications to or any re-enactment thereof, as in force from time to time.

“Authority” means The Commissioner & Director of Municipal Administration, Government of Telangana State (CDMA)

“Award” shall have the meaning ascribed to it in SC Clause 8.2 (vi).


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“Bid” means the documents in their entirety comprised in the bid submitted by the Concessionaire/Agency in response to the RFP and the provisions thereof.

“Bid Due Date” shall mean the last date for the submission of the Bids under and in accordance with the terms of the RFP.

“Bid Security” shall mean the bank guarantee which was submitted along with the submission of the Bid in accordance with the terms of the RFP.

“Bio-Medical Waste” shall have the meaning ascribed to it under the Bio-MedicalWaste Management Rules, 2016 as amended from time to time.

“Bio- remediation” means the excavation of old dumped waste and make windrow of legacy waste thereafter stabilization of the waste through bio-remediation i.e. exposure of all the waste to air along with use of composting bio-cultures, i.e. screening of the stabilized waste to recover all valuable resources (like organic fines, bricks, stones, plastics, metals, clothes, rags etc.) followed by its sustainable management through recycling, co-processing, road making etc. valuable resources (like organic fines, bricks, stones, plastics, metals, clothes, rags etc.).

“Change in Ownership” shall mean change in control of the composition of board of director/governing body of the Selected Bidder which adversely affects or is likely to adversely affect the implementation of the Project.

“Change in Law” means the occurrence of any of the following after the Bid Due Date:

a) the enactment of any new Indian law;

b) the repeal, modification or re-enactment of any existing Indian law;

c) the commencement of any Indian law which has not entered into effect until the Bid Due Date;

d) a change in the interpretation or application of any Indian law by a judgement of a court of record which has become final, conclusive and binding, as compared to such interpretation or application by a court of record prior to the Bid Due Date.

e) any change in the rates of any of the Taxes that have a direct effect on the Project;

but shall not include (i) any change in any withholding tax on income or dividends distributed to the shareholders of


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the Concessionaire/Agency; (ii) imposition of standards and condition of safety arising out of a new or revised environmental laws; (iii) imposition of standards and terms of employment and working conditions of labourers and workmen; or (iv) any rules or regulations stipulated by any regulatory procurer having jurisdiction over the Project in respect of the standards of Works.

“Change of Scope” shall have the meaning ascribed to it in GC Clause 3.10.

“Change of Scope Notice” shall have the meaning ascribed to it in GC Clause 3.10.

“Change of Scope Order” shall have the meaning ascribed to it in GC Clause 3.10;

“Deleted”

“Completion Certificate for Reclamation and Remediation Works” shall have the meaning set forth in GC Clause 3.13(b).

“Completion Certificate for Fresh MSW Processing Works” shall have the meaning set forth in GC Clause 3.13(b).

“Commercial Operation Date” shall have the meaning ascribed to it in GC Clause 2.2 (b).

“Concession Period”Subject to the early termination of this Agreement, this Agreement shall come into full force and effect on the Effective Date and shall remain in full force and effect until the expiry of “term”.

“Conditions Precedent” shall have the meaning ascribed to it in GC Clause 2.9.

“Confidential Information” means all documents and other forms of information, including oral and electronic communications, disclosed by a Party or its representatives to the other Party or that Party’s representatives in connection with this Concession Agreement and expressly or impliedly indicated to be confidential.

{“Confirming Party” means the Co-Members of the Joint Venture.}

“Consortium” or "Joint Venture" means any combination of entities that have formed a consortium or association by fulfilling the requirements set out in the RFP including executing a Joint Bidding Agreement, for the purposes of submitting a Bid and for implementing the Project, if such consortium or association is declared as the Selected


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Bidder.

“Concession Agreement”/ “Agreement” means this Concession Agreement signed by the Parties and all the attached documents listed in its recital point no.1 hereto, that is General Conditions (GC), the Special Conditions (SC), Annexures, Schedules, Corrigendum,Addendums as of the date hereof.

“Concessionaire/Agency” As per the RFP, the Successful Bidder is required to incorporate an SPV, and this SPV shall be the “Concessionaire”/ “Agency” which shall undertake the Works to the ULB in accordance with terms of this Concession Agreement;

“Concessionaire/Agency Default” shall have the meaning ascribed to it in GC Clause 2.6.1.

“Construction Period”: As specified in SC Clause 2.2 (b)- A SC Clause 2.2 (b)- C

“Cure Period” means the period specified in this Concession Agreement for curing any breach or default of any provision of this Concession Agreement by the Party responsible for such breach or default.

“DBFOT”: shall mean Design, Built, Finance, Operate & Transfer Model.

“Debt Due” means the aggregate of the following sums expressed in Indian Rupees outstanding on the Transfer Date:

(a) the principal amount of the debt provided by Senior Lenders under the Financing Agreements for financing the Estimated Project Cost (the “principal”) but excluding any part of the principal that had fallen due for repayment prior to the Transfer Date;

(b) all accrued interest, financing fees and charges payable under the Financing Agreements on, or in respect of, the debt referred to in Sub-Article (a) above until the Transfer Date but excluding (i) any interest, fees or charges that had fallen due prior to the Transfer Date, (ii) any penal interest or charges payable under the Financing Agreements to any Senior Lender, and (iii) any pre-payment charges in relation to accelerated repayment of debt except where such charges have arisen due to Authority’s Default; and

(c) any Subordinated Debt disbursed by lenders for


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financing the Estimated Project Cost; provided that if all or any part of the Debt Due is convertible into Equity; its shall to the extent not converted until date of termination, be deemed to be Debt Due for the purposes of this Agreement. For the Purposes of this Agreement, the term “Subordinated Debt” shall mean the debt provided by lenders other than Senior Lenders or the Concessionaire’s shareholders for meeting the Estimated Project Cost and shall be subordinate to the financial assistance provided by Senior Lenders.

“Debt Service” means the sum of all payments on account of principal, interest, financing fees and charges due and payable in an Accounting Year to the Lenders under the Financing Agreements;

“Effective Date” means the date on which the Conditions Precedent of both the Parties have been met or waived, as the case may be.

“Encumbrances” shall mean any mortgage, charge, pledge, lien, hypothecation, security interest, assignment, privilege or priority of any kind having the effect of security or other such obligations, and shall include any designation of loss payees or beneficiaries or any similar arrangement under any insurance policy;

“Estimated Project Cost” means the cost of Reclamation & Remediation Works & Fresh MSW Processing Works based on awarded per ton rate of processing fee & respective quantities to be processed during the Concession Agreement period. The quantities shall be taken which are fixed after successful Total Station Survey/Drone by the bidder after receiving the LOA & before signing thisConcession Agreement.

“Financial Year” means the financial year commencing from the first day of April of any calendar year and ending on the thirty-first day of March of the next calendar year.

“Financing Agreements” or “Financing Documents” means collectively the agreements entered into for providing the debt financing for the implementation of the Project and shall include the security documents creating the relevant security (such as mortgages or charges or liens) on the Project or any part thereof in line with this Agreement, for securing the debt provided for funding the Estimated Project Cost;

“Force Majeure” or “Force Majeure Event” shall have the meaning ascribed to it in GC Clause 2.5.1.

“Fresh MSW Processing Works” means the processing of Fresh MSW works to be undertaken by the


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Concessionaire/Agency as per the details set out at Annexure A, Good Industry Practices, Applicable Permits, Applicable Laws and other terms and conditions of this Concession Agreement;

“Fresh MSW Processing Plan” shall mean the monthly Fresh MSW Processing plan to be submitted to the ULB for approval and which shall be adhered to for the purpose of completing the Fresh MSW processing works and which shall include, inter alia, the construction activities and O&M activities contemplated in the relevant month and shall also include a pert chart of activities beginning from construction of Processing Facility for Fresh MSW to completion of such construction; This plan shall be in conformity with the plan submitted by the Concessionaire/Agency along with the submission of its Bid.

“GC” means the General Conditions of Concession Agreement.

“Government” means the Government of Telangana State, Government of India or any other government entity(ies) as the context may admit and/or require.

“Government Instrumentality” means any Authority, division or sub-division of the Government of India or the State Government and includes any commission, board, ULB, agency or municipal and other local ULB or statutory body including Panchayat under the control of the Government of India or the State Government of Telangana, as the case may be, and having jurisdiction over the Project or the performance of all or any of the Works or obligations of the Concessionaire/Agency under or pursuant to this Concession Agreement.

“Good Industry Practice” means the exercise of that degree of skill, diligence, prudence and foresight that reasonably would be expected from the Concessionaire/Agency in accordance with the best practices, methods and standards that are generally accepted internationally for such Works under conditions comparable to those applicable to the Works, and consistent with the Laws of India.

“Hazardous Waste” shall have the meaning ascribed to it under the Hazardous WasteManagement Rules, 2016 as amended from time to time;

“Indemnified Persons” shall have the meaning ascribed to it in GC Clause 3.8.

“Insurance Cover” shall have the meaning ascribed to it


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in GC Clause 3.4.

“Independent Assessment Agency(IAA)/ PMC” means the unit set up by the Authority to monitor and supervise the activities of the Concessionaire/Agency subject to GC Clause 3.11

“Inspection Report” shall have the meaning ascribed to it in GC Clause 3.12;

“Key Performance Indicators” shall have the meaning ascribed to it in GC Clause 3.7.

“Land Lease Agreement(s)” means the Agreement(s) under which, the Site(s) shall be leased to the Concessionaire for use thereof solely for setting up the Project for the duration of the Concession Period in the format attached as Annexure H

“Lead Member” shall mean the lead member of the Consortium.

“LOA” shall mean the Letter of Award bearing no [■] dated [■], issued by the Authority/ ULB to the Selected Bidder for developing the Project in terms of this Agreement;

“Local Currency” means the Indian National Rupees/ “INR” or i.e. the lawful currency of the Republic of India.

“Liquidated Damages” shall mean the mutually pre-agreed genuine estimate of the loss suffered by relevant Party on account of non- performance and/or non-observance of obligation(s) or any covenants by other Party.

“Material Adverse Effect” means circumstances which may or do (i) render any right vested in a Party by the terms of this Concession Agreement ineffective; or (ii) adversely affect or restrict or frustrate the ability of any Party to observe and perform in a timely manner its obligations under this Concession Agreement; or (iii) adversely affects the legality, validity, binding nature or enforceability of this Concession Agreement;

“Member” means any of the entities that make up the joint venture/consortium/association, and “Members” means all these entities.

“Monthly Report” shall have the meaning ascribed to it in GC Clause 3.16.

“Municipal Solid Waste (MSW)/ Fresh MSW/Daily MSW” means “solid waste” as defined in SWM Rules-


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2016;

“Nominated Company” means the entity that is selected either by the Senior Lenders or by Authority/ULB, for substituting the Concessionaire, upon occurrence of Concessionaire/Agency’s Default or Financial Default, as the case may be, subject to and in accordance with the provisions of the Agreement and the Substitution Agreement;

“Operations Period” means the period commencing from Commercial Operation Date and ending on the expiry of the Term;

“Project Site” shall have the meaning ascribed to it in GC Clause 1.4

“Party” means the Authority, ULBand the Concessionaire/Agency, as the case may be, and “Parties” means all of them.

“Performance Security” shall mean Performance Security to be furnished by Concessionaire/Agency by way of a Bank Guarantee in terms of this Concession Agreement and Annexure-C;

“Personnel” means the personnel who have been deployed by the Concessionaire/Agency or any of its sub-Concessionaire/Agencyat the project site for the purpose of undertaking Work.;

“Project” shall have the meaning ascribed to it in Recital B.

“Project Assets” means all physical and other assets relating to and forming part of the Project Site including (a) rights over theProject Site in the form of license (as applicable) or right of usage or otherwise; (b) tangible assets such as civil works and equipment including but not limited to foundations, buildings, grievance redressal center, project processing facility, electrical systems, communication systems, transport vehicles and administrative office; (c) Project Processing Facilities situated on the Sites; (d) insurance proceeds; and (e) Applicable Permits and authorizations relating to or in respect of the Project;

“Project Processing Facilities” means all the plant machineries &equipment required for Reclamation & Remediation Works and Fresh MSW Processing Works including amenities and facilities required as basic and support infrastructure etc. complete for implementing the


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Project.

“Processing Fee for Bio-Mining” shall have the meaning ascribed to it in GC Clause 6.1 (a).

“Processing Fee for Fresh MSW” shall have the meaning ascribed to it in GC Clause 6.1 (b).

“Processed Waste” Herewith the processed waste in case of Bio-Miningis the quantity of Legacy waste which is processed & taken away from the dumpsite.Whereas, in case of Fresh MSW processing, the processed waste is the quantity of Fresh MSW which is received at the weighbridge for processing.

“Processing Facility for Bio-Mining/ Bio-Mining Facility” means the facility setup by the Concessionaire/Agency for processing of the Legacy Waste at Project Site.At the end of the Term, the Concessionaire/Agency shall vacate the Project Site, as the case may be, along with its processing plant, equipment and facilities used and transfer the reclaimed area& site without claiming any compensation of whatever nature within 30 days from date of issue of completion certificate for the respective works .

Processing Facility for Fresh MSW/ Fresh MSW Processing Facility” means the facility setup by the Concessionaire/Agency for processing of the Fresh MSW at Project Site. At the end of the Term, the Concessionaire/Agency shall transfer the Project Site, as the case may be, along with its processing plant, equipment and facilities without claiming any compensation of whatever nature within 30 days from date of issue of completion certificate for the respective works.

“RFP” means the tender document published by Authority on 13th March 2020 including its corrigendum & addendum.

“Reclamation and Remediation Works” means the reclamation and remediation works to be undertaken by the Concessionaire/Agency as per the details set out at Annexure A, Good Industry Practices, Applicable Permits, Applicable Laws and other terms and conditions of this Concession Agreement;


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“Reclamation and Remediation Plan” shall mean the monthly remediation and reclamation plan to be submitted to the ULB for approval and which shall be adhered to for the purpose of completing the Reclamation and Remediation Works and which shall include, inter alia, the construction activities and O&M activities contemplated in the relevant month and shall also include a pert chart of activities beginning from construction of Processing Facility to completion of such construction; The Reclamation and Remediation Plan shall be in conformity with the plan submitted by the Concessionaire/Agency along with the submission of its Bid ;

“Safety Requirements” shall have the meaning ascribed to it in GC Clause 3.14 (b);

“SC” means the Special Conditions of Concession Agreement by which the GC may be amended or supplemented.

“Selected Bidder” means the bidder selected by the ULB to award the Project following the completion of the Bidding Process (as defined under the RFP)

“Senior Lenders” means any financial institutions, banks, funds and trustees for bond holders or debenture holders, who have provided loans for financing the Estimated Project Cost as evidenced in Financing Documents;

“Scope of Work” shall have the meaning ascribed to it in GC Clause 3.1.1;

“Security Requirements” shall have the meaning ascribed to it in GC Clause 3.14 (a);

“Stipulated Date of Completion” means Stipulated Date of Commissioning &Completion as defined in SC clause 2.2 (b)

“Substitution Agreement” is an agreement that may be executed between the Concessionaire, Authority, ULB and the Lenders in the form set out in Annexure -I, pursuant to which, in case of Default by the Concessionaire including any Financial Default, Lenders (through its nominee) shall be allowed to take charge of the Concessionaire’s roles and responsibilities under this Agreement;

“Suspension” shall have the meaning ascribed to it in GC Clause 2.7.

“Tender Committee”: Committee appointed by Authority for Bid Evaluation, Bid Selection and Project Coordination purposes.


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“Term” shall have the meaning ascribed to it in GC Clause 2.1.

“Termination Date” shall have the meaning ascribed to it in GC Clauses 2.6.1 and 2.6.2.

“Termination Notice” means the communication issued in accordance with this Concession Agreement by one Party to the other Party terminating this Concession Agreement.

“Transfer Date” means the date falling on the last date of the Term or the Termination Date on which date the Concessionaire/Agency fulfils the Transfer Requirements, pursuant to the provisions of this Concession Agreement.

“Deleted”

“Transfer Requirements” shall have the meaning ascribed to it in SC Clause 3.20.

“ULB/Municipality” means Urban Local Body/ Participating Municipality in this Concession Agreement.

“ULB Default” shall have the meaning ascribed to it in GC Clause 2.6.2.

“Vesting Certificate for <<Name of the Bio-Mining Project Site>>” shall have the meaning ascribed to it in SC Clause 3.20.

Deleted.

“Waste/ Solid Waste” means “solid waste” as defined in SWM Rules- 2016;

“Works” means the setting up of Bio-Mining Facility, Remediation and Reclamation of Existing Dumpsite through Bio Mining, Setting up of Municipal Solid Waste Processing/Treatment Facility & its O&M for 10 years to be undertaken by the concessionaire/agency in the MC <<Name of ULB>> of Cluster <<Number, Name>> in Telangana to as per the details set out at Annexure -A, Good Industry Practices, Applicable Permits, Applicable Laws and other terms and conditions of this Concession Agreement.

1.2 LAW GOVERNING CONCESSION AGREEMENT

This Concession Agreement and any dispute or claim arising out of or in connection with this Concession Agreement or its subject matter, existence, validity, termination, interpretation or enforceability shall be governed by and construed in accordance with the laws of India.

1.2.1 RELATION BETWEEN THE PARTIES

The Parties unconditionally agree and understand that this Concession Agreement is on a principal to principal basis


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and does not create and shall not be deemed to create any employer-employee or a principal-agent relationship between the ULB and the Concessionaire/Agency or its personnel. The Concessionaire/Agency, subject to this Concession Agreement, shall have complete charge of personnel performing the Works and shall be fully responsible for the Works performed by them or on their behalf hereunder. None of the Parties shall be entitled to, by act, word, or deed or otherwise, make any statement on behalf of the other Party or in any manner bind the other Party or hold out or represent that it is representing or acting as an agent of the other Party.

1.2.2 LANGUAGE AND HEADINGS This Concession Agreement has been executed in the language specified in the SC, which shall be the binding and controlling language for all matters relating to the meaning or interpretation of this Concession Agreement. The headings shall not limit, alter or affect the meaning of this Concession Agreement.

1.2.3 NO PARTNERSHIP This Concession 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 ULB 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.

1.3 NOTICES

Any notice, request or consent required or permitted to be given or made pursuant to this Concession Agreement shall be in writing. Any such notice, request or consent shall be deemed to have been given or made when delivered in person to an authorized representative of the Party to whom the communication is addressed, or when sent to such Party at the address specified in the SC.

1.3.1 A Party may change its address for notice hereunder by giving the other Party notice in writing of such change to the address specified in the SC.

1.3.2 Notice will be deemed to be effective as specified in the SC.

1.4 Project Site “Project Site”Means the identified Bio-Mining Project Site <<Name of Bio-Mining Site >>, and Fresh MSW Processing Facility at <<Name of Fresh MSW processing Site>>, in respect of which the Concessionaire shall be granted Lease hold rights under the Land Lease Agreement(s), for implementing the Project in accordance with terms herein; provided, that the lease and possession of land parcels as would be required for Bio-Mining & Fresh MSW Processing Facility, and thereafter as and when the possession of aforesaid relevant land area (is made available to Concessionaire), the lease in respect of


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such handed over land parcels shall be deemed to be granted and such land shall be deemed to form part of Site.

1.5 AUTHORIZED REPRESENTATIVES

Any action required or permitted to be taken, and any document required or permitted to be executed under this Concession Agreement by the ULB or the Concessionaire/Agency, may be taken or executed by the officials specified in the SC.

1.5.1 ULB OF MEMBER IN CHARGE In case Concessionaire/Agency is a Consortium, the Concessionaire/Agency is executing this Concession Agreement acting through its Lead Member, who shall be primarily responsible for ensuring performance of all the obligations by the Members under this Concession Agreement. Notwithstanding, anything contained anywhere in the Concession Agreement, the Concessionaire/Agency agrees that irrespective of the Lead Member acting for and on behalf of the Joint Venture/ Consortium, all the Members shall also be jointly and severally liable towards the ULB for the performance of all obligations under this Concession Agreement and towards this they are executing this Concession Agreement as confirming party. Further, the Parties agree that in the event of the failure of Lead Member or any other Member of the Joint Venture in performance of its obligations under the Concession Agreement as per the share of work and capital investment undertaken by such Member in the Joint Bidding Agreement submitted at the Bidding stage, the ULB shall be entitled to call upon the other Member(s) of the Joint Venture/Consortium to discharge of all the obligations of the Joint Venture.

1.6 TAXES AND DUTIES The Concessionaire/Agency, Sub-Concessionaire/Agencies, and their personnel shall be responsible to pay all taxes including indirect taxes including GST, duties, fees, and other impositions whatsoever, as is levied under the Applicable Laws, and the ULB shall not bear or be construed as bearing any liability for the same.

1.7 EXCLUSION OF IMPLIED WARRANTIES

This Concession 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.

1.8 SUCCESSORS AND ASSIGNS This Concession Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

1.9 WAIVER OF IMMUNITY Each Party unconditionally and irrevocably:

a) agrees that the execution, delivery and performance by


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it of this Concession 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 Concession Agreement or any transaction contemplated by this Concession 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 judgment 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 judgment that may be made or given in connection therewith).

2. COMMENCEMENT, COMPLETION, MODIFICATION AND TERMINATION OF CONCESSION AGREEMENT 2.1 EFFECTIVENESS OF CONCESSION AGREEMENT

Subject to and in accordance with the provisions of this Concession Agreement, the Applicable Laws, Good Industry Practice, the ULB hereby grants to the Concessionaire/Agency, and the Concessionaire/Agency hereby accepts the exclusive right and ULB to undertake the Works at Project Site(s)during the subsistence of this Concession Agreement for a period specified in SC Clause 2.1 (the “Term”), unless an early termination occurs in accordance with this Concession Agreement. The Term shall be commencing from the Effective Date.

2.2 SCOPE OF WORK The Scope of Work shall be of such nature and description as specified and detailed in Annexure A and shall complete the Works within the Stipulated Date of Completion.

Deleted Deleted

2.2(b)COMMENCEMENT AND COMPLETION OF PROJECT WORKS

The Concessionaire/Agency shall commence Project Works on the Commercial Operation Date and complete such Project Works within the Stipulated Date as specified in SC Clause 2.2 (b)

2.2 (c) COMMENCEMENT OF OPERATION AND MAINTENANCE

The Concessionaire shall commence operation and maintenance of Project Processing Facilities on the


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OF PROJECT PROCESSING FACILITIES.

Commercial Operation Date and operate and maintain the Project Processing Facilities during the Term of the Concession Agreement, unless an early termination occurs in accordance with this Concession Agreement. (i) Commercial Operation Date of Bio-Mining Facility

shall be the date on which the Commissioning Certificate for the same is issued in accordance with the provision of GC Clause 3.13 (a). The Concessionaire/Agency shall commence Reclamation and Remediation Works from its date of COD.

(ii) Commercial Operation Date of Fresh MSW Processing Works, shall be the date on which Commissioning Certificate for the same is issued in accordance with the provision of GC Clause 3.13 (a). The Concessionaire/Agency shall commence processing of Fresh MSW from its date of COD.

2.2(d) COMPLETION OF PROJECT WORKS

The Project works shall be deemed to be completed when the completion certificate for Reclamation and Remediation Works & Fresh MSW Processing Works are issued in accordance with the provision of GC Clause 3.13 (b)

2.2(e) COMMISIONING DATE Shall mean the date on which the project processing facility/plant (Bio-Mining & Fresh MSW Processing) is set up and successfully completed “trial run” of 7 days (continuous 8 hours per day) with processing of minimum 60% estimated per day project quantity. Trial run shall be witnessed, and its report shall be submitted by the Engineer – in- charge & IAA to the ULB upon which commissioning certificate shall be issued by the ULB.

2.3 EXPIRATION OF CONCESSION AGREEMENT

Unless terminated earlier pursuant to GC Clause 2.6 hereof, this Concession Agreement shall expire at the completion of the Term, as is enumerated and specified in SC Clause 2.1.

2.4 MODIFICATIONS OR VARIATIONS

Any modification or variation of the terms and conditions of this Concession Agreement by the ULB for remedying any unforeseen adverse circumstances/ events, including any modification or variation of the Scope of the Work, can only be made by a written agreement between the Parties.

2.5 FORCE MAJEURE

2.5.1 DEFINITION

(a) For the purposes of this Concession Agreement, “Force Majeure” or “Force Majeure Event” means an event or circumstance or combination of events or circumstances which prevents the Party claiming Force Majeure (the “Affected Party”) from performing its obligations under this Concession Agreement and which event or circumstance: (i) which is beyond the reasonable control


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and not arising out of the default of the Affected Party; (ii) the Affected Party has been unable to overcome such circumstance or event by the exercise of due diligence and reasonable efforts, skill and care; and (iii) which has a Material Adverse Effect on the subsistence of this Concession Agreement.

Such events or circumstances shall include, without limitation:

a) war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy in each case involving or directly affecting India;

b) revolution, riot, insurrection or other civil commotion, act of terrorism or sabotage in each case within India;

c) nuclear explosion, radioactive or chemical contamination or ionizing radiation directly affecting the Project, unless the source or cause of the explosion, contamination, radiation or hazardous thing is brought to or near the Project by the Concessionaire/Agency or any Concessionaire/Agency or Sub-Concessionaire of the Concessionaire/Agency or any such affiliate or any of their respective employees, servants or agents;

d) strikes, working-to-rule, go-slows and/or lockouts which are in each case widespread, nationwide or political;

e) any effect of the natural elements, including lighting, fire, earthquake, unprecedented rains, tidal wave, flood, storm, cyclone, typhoon or tornado, at the site of the Project;

f) explosion (other than a nuclear explosion or an explosion resulting from an act of war) within India;

g) epidemic or plague within India;

h) any judgment or order of any court of competent jurisdiction or statutory ULB made against the Concessionaire/Agency in any proceedings for reasons other than (i) failure of the Concessionaire/Agency 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 Concession Agreement, or (iii) enforcement of this Concession Agreement, or (iv) exercise of any of its rights under this Concession Agreement by the ULB;

i) Change in Law, only if consequences thereof cannot be dealt with under and in accordance with the provisions of GC Clause 3.18 and its effect, in financial terms,


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exceeds the sum specified in SC Clause 3.18;

j) unlawful or unauthorized or without jurisdiction revocation of, or refusal;

k) any event or circumstances of a nature analogous to any events set forth in paragraphs (a) to (j), above.

2.5.2 NO BREACH OF CONCESSION AGREEMENT

The failure of a Party to fulfill any of its obligations either wholly or partially due to Force Majeure, under this Concession Agreement, shall not be considered to be a breach of, or default under, this Concession Agreement, in so far as such inability arises from an event of Force Majeure, provided that (a) the Party affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures in order to carry out the terms and conditions of this Concession Agreement; and (b) has informed the other Party as soon as possible, but not later than 2 (two) days from such event, about the occurrence of such an event; (c) the suspension of performance shall be of no greater scope and of no longer duration than is reasonably required by the Force Majeure Event; (d) when the Affected Party is able to resume performance of its obligations under this Concession Agreement, it shall give to the other Party notice to that effect and shall promptly resume performance of its obligations hereunder.

2.5.3 MEASURES TO BE TAKEN (a) The Affected Party shall take all reasonable measures to remove such Party’s inability to fulfill its obligations hereunder with minimum delay.

(b) The Affected Party shall notify the other Party of such event as soon as possible, and in any event not later than 2 (two)days following the occurrence of such event:

(1) providing evidence of the nature and cause of such event;

(2) the estimated duration and the effect or probable effect which such Force Majeure Event is having or will have on the Affected Party’s performance of its obligations under this Concession Agreement;

(3) the measures which the Affected Party is taking or proposes to take for alleviating the impact of such Force Majeure Event; and

(4) any other information relevant to the Force Majeure Event.


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The Affected Party shall similarly give notice of the restoration of normal conditions as soon as possible and in no case later than 2 (two) days from cessation of a Force Majeure Event.

(c) The Affected Party shall not be entitled to any relief

for or in respect of a Force Majeure Event unless it shall have notified the other Party of the occurrence of the Force Majeure Event as soon as reasonably practicable, and in any event not later than 2 (two) days after the Affected Party knew, or ought reasonably to have known, of its occurrence, and shall have given particulars of the probable material effect that the Force Majeure Event is likely to have on the performance of its obligations under this Concession Agreement.

(d) The Parties shall take all reasonable measures to

minimize the consequences of any event of Force Majeure.

2.5.4 EXTENSION OF TIME Any period within which a Party is, pursuant to this Concession Agreement, required to complete any action or task or Conditions Precedent inter alia including Financial Closure, shall be extended for a period equal to the time during which such Party was unable to perform such action as a result of Force Majeure Event.

2.5.5 PAYMENT At any time after the Effective Date, if any Force Majeure Event occurs whereupon the Concessionaire/Agency is unable to execute the Works during the period for which Force Majeure exists, no Payment shall be made by the ULB to the Concessionaire/Agency for the days on which the Works are not executed by the Concessionaire/Agency. However, the Concessionaire/Agency shall not be liable to pay any Liquidated Damages in case it is unable to execute the Works on account of any Force Majeure Event.

2.5.6 ALLOCATION OF COSTS Upon occurrence of any Force Majeure Event prior to the Effective Date and during the Term, the Parties shall bear their respective costs and no Party shall be required to pay to the other Party any costs thereof.

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

2.5.7 TERMINATION DUE TO If a Force Majeure Event subsists for a period of 60 (sixty)


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FORCE MAJEURE days or more within a continuous period of 365 (three hundred and sixty five) days either Party may in its discretion terminate this Concession Agreement by issuing a Termination Notice to the other Party without being liable in any manner whatsoever, save as provided in this GC Clause 2.5, and upon issue of such Termination Notice, this Concession Agreement shall, notwithstanding anything to the contrary contained herein, stand terminated forthwith; provided that before issuing such Termination Notice, the Party intending to issue the Termination Notice shall inform the other Party of such intention and grant 15 (fifteen) days’ time to make a representation, and may after the expiry of such 15 (fifteen) days’ period, whether or not it is in receipt of such representation, in its sole discretion issue the Termination Notice.

2.5.8 TERMINATION PAYMENT FOR FORCE MAJEURE

The termination payments payable due to occurrence of Force Majeure Event shall be as specified in SC Clause 2.5.8.

2.6 TERMINATION

2.6.1 BY THEULB

Save as otherwise provided in this Concession Agreement, in the event that any of the defaults specified below shall have occurred, and the Concessionaire/Agency fails to cure the default within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 60 (sixty) days, the Concessionaire/Agency shall be deemed to be in default of this Concession Agreement (a “Concessionaire/Agency Default”), unless the default has occurred solely as a result of any breach of this Concession Agreement by the ULB or due to Force Majeure. In case of occurrence of the below mentioned Concessionaire/Agency Default, the ULB/Authority shall be entitled to take action for termination as per this clause or issue suspension notice in accordance with clause GC 2.7. The defaults referred to herein shall include:

a) the Performance Security has been encashed and appropriated and the Concessionaire/Agency fails to replenish or provide fresh Performance Security within a Cure Period of 30 (thirty) days;

b) failure to achieve completion of setting up of Bio-Mining & Fresh MSW Processing Facilities and within the Stipulated Date of Completion of the Processing Facilities, including any extension of time granted hereof;

c) failure to achieve completion of Reclamation and Remediation Works & Fresh MSW Processing Works within the Stipulated Date of Completion including any extension of time granted hereof;

d) failure to achieve the completion of the Project as per provision of this Concession Agreement;


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e) subsequent to the replenishment or furnishing of fresh Performance Security, the Concessionaire/Agency fails to cure, within a Cure Period of 15 (fifteen) days, the Concessionaire/Agency Default for which whole or part of the Performance Security was initially appropriated;

f) The Concessionaire/Agency is in material breach of its obligations and / or scope of work as laid down in this Concession Agreement;

g) the Concessionaire abandons or manifests intention to abandon the Works and/ or operation & maintenance of the project processing facilities without the prior written consent of the Authority;

h) the Concessionaire/Agency is adjudged bankrupt or insolvent;

i) if any receiver, liquidator, trustee or administrator or similar official has been appointed for Concessionaire/Agency or winding up, insolvency or dissolution proceedings in respect of Concessionaire/Agency have been initiated;

j) the Concessionaire/Agency 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 the ULB, a Material Adverse Effect;

k) any representation or warranty of the Concessionaire/Agency herein contained which is, as of the date hereof, found to be materially false or the Concessionaire/Agency is at any time hereafter found to be in breach thereof;

l) the Concessionaire/Agency has failed to fulfill any obligation, for which failure termination has been specified in this Concession Agreement;

m) the Concessionaire/Agency repudiates this Concession Agreement or otherwise takes any action or evidences or conveys an intention not to be bound by the Concession Agreement;

n) if the Concessionaire/Agency, in the judgment of the ULB has engaged in corrupt or fraudulent practices in competing for or in executing the Concession Agreement;

o) in any quarter during the Term, the quantum of Damages levied on the Concessionaire/Agency for non-fulfillment of all Liquidated Damages (GC Clause 3.6) including non-fulfillment of Key Performance Indicators (Annexure-B) is beyond 10% (ten percent)


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of the value of the Performance Security;

p) If the Processing Facilities (Bio-Mining Facility& Fresh MSW Facility)are shut down/ break-downfor a continuous period of more than 3(three) days in a month or more than an aggregate period of 7 (seven) non-consecutive days in any Month or more than an aggregate of 30 (thirty) nonconsecutive days in a year. This period shall be exclusive of the maintenance schedule of the Processing Facilities.

q) if the Concessionaire/Agency fails to comply with any final decision reached as a result of arbitration proceedings pursuant to GC Clause 8 hereof; and/or

r) without prejudice to the right of ULB under GC Clause 3.6.1 (c), a Change in Ownership has occurred, without intimating at-least 30 (thirty) days in advance to the ULB in writing, of such change.

In case of occurrence of the above-mentioned Concessionaire/Agency Default, the ULB/Authority shall be entitled to take action for termination as per this clause or issue suspension notice in accordance with clause GC 2.7.

The ULB shall be entitled to terminate this Concession Agreement by issuing a Termination Notice to the Concessionaire/Agency; provided that before issuing the Termination Notice, the ULB shall by a notice inform the Concessionaire/Agency of its intention to issue such Termination Notice and grant 15 (fifteen) days to the Concessionaire/Agency to make a representation, and may after the expiry of such 15 (fifteen) days, whether or not it is in receipt of such representation, issue the Termination Notice.

For the avoidance of doubt, the date of Termination Notice shall be deemed to be the Termination Date.

2.6.2 BY THE CONCESSIONAIRE/AGENCY

In the event that any of the defaults specified below shall have occurred, and the ULB fails to cure such default within a Cure Period of 60 (sixty) days or such longer period as has been expressly provided in this Concession Agreement, the ULB shall be deemed to be in default of this Concession Agreement (the "ULB Default") unless the default has occurred as a result of any breach of this Concession Agreement by the Concessionaire/Agency or due to Force Majeure. The defaults referred to herein shall include:

a) If the ULB fails to pay any money due and payable (including but not limited to the Processing Fee) to the Concessionaire/Agency subject to and in accordance with terms of this Concession Agreement and such


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claimed amount is not subject to dispute pursuant to hereof;

b) If the ULB fails to comply with any final decision reached as a result of arbitration pursuant to GC Clause 8 hereof;

c) The ULB repudiates this Concession Agreement or otherwise takes any action that amounts to or manifests an irrevocable intention not to be bound by this Concession Agreement;

d) Any other circumstance or situation which has been described as an ULB Default under this Concession Agreement.

Without prejudice to any other right or remedy which the Concessionaire/Agency may have under this Concession Agreement, upon occurrence of an ULB Default, the Concessionaire/Agency shall, be entitled to terminate this Concession Agreement by issuing a Termination Notice to the ULB; provided that before issuing the Termination Notice, the Concessionaire/Agency shall by a notice inform the ULB of its intention to issue the Termination Notice and grant 15 (fifteen) days to the ULB to make a representation, and may after the expiry of such 15 (fifteen) days, whether or not it is in receipt of such representation, issue the Termination Notice.

For the avoidance of doubt, the date of Termination Notice shall be deemed to be the Termination Date.

2.6.3 TERMINATION PAYMENTS The termination payments shall be in accordance with the terms and conditions specified in SC Clause 2.6.3.

2.7 SUSPENSION

2.7.1 SUSPENSION AND SUSPENSION NOTICE

The ULB may, by written notice of suspension to the Concessionaire/Agency, suspend all payments to the Concessionaire/Agency hereunder if the Concessionaire/Agency fails to perform any of its obligations under GC Clause 3.12A&Concessionaire/Agency Default mentioned in GC Clause 2.6, provided that such notice of suspension is issued, (i) shall specify the nature of the failure, and (ii) shall request the Concessionaire/Agency to remedy such failure within a period not exceeding 180 (one hundred and eighty) days after receipt by the Concessionaire/Agency of such notice of suspension (the “Suspension”).

2.7.2 REVOCATION OF SUSPENSION

Upon the Concessionaire/Agency having cured the Concessionaire/Agency Default within a period not exceeding 180 (one hundred and eighty) days from the date of Suspension, the ULB shall revoke the Suspension forthwith and restore all rights of the Concessionaire/Agency under this Concession


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Agreement.

In the event that the ULB shall have rectified or removed the cause of Suspension within a period not exceeding 60 (sixty) days from the date of Suspension, it shall revoke the Suspension forthwith and restore all rights of the Concessionaire/Agency under this Concession Agreement.

2.7.3 ULB TO ACT ON BEHALF OF CONCESSIONAIRE/AGENCY

During the period of Suspension, the ULB shall not be obliged to pay any Processing Fee to the Concessionaire/Agency.

During the period of Suspension hereunder, all things done or actions taken, including expenditure incurred by the ULB or any entity on its behalf for discharging the obligations of the Concessionaire/Agency under and in accordance with this Concession Agreement, shall be deemed to have been done or taken for and on behalf of the Concessionaire/Agency and the Concessionaire/Agency undertakes to indemnify the ULB for all costs incurred during such period.

2.7.4 TERMINATION FROM SUSPENSION

At any time during the period of Suspension, the Concessionaire/Agency may by notice require the ULB to revoke the Suspension and elect to issue a Termination Notice.Subject to the rights of the Lenders' Representative to undertake substitution in accordance with the provisions of this Agreement and within the period specified in clause 2.7.5 the ULB shall within 30 (thirty) days of receipt of such Termination Notice, terminate this Concession Agreement in accordance with GC Clause 2.6. Notwithstanding anything to the contrary contained in this Concession Agreement, in the event that Suspension is not revoked within 60 (sixty) days from the date of Suspension, the Concession Agreement shall, upon expiry of the aforesaid period, be deemed to have been terminated by mutual agreement of the Parties and all the provisions of this Concession Agreement shall apply, mutatis mutandis, to such termination as if a Termination Notice had been issued by the ULB upon occurrence of a Concessionaire/Agency Default.

2.7.5 SUBSTITUTION OF CONCESSIONAIRE

At any time during the period of Suspension, the Lenders' Representative, on behalf of Senior Lenders, shall be entitled to substitute the Concessionaire under and in accordance with the Substitution Agreement, and upon receipt of notice there under from the Lender's Representative, the ULB/Authority shall withhold Termination for a period not exceeding 180 (one hundred and eighty) days from the date of Suspension, and any extension thereof under Clause 2.7.1, for enabling the Lenders' Representative to exercise its rights of


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substitution on behalf of Senior Lenders. 2.8 CESSATION OF RIGHTS AND OBLIGATIONS

Upon termination of this Concession Agreement pursuant to GC Clause 2.6 or upon expiration of this Concession Agreement pursuant to GC Clause 2.3 hereof, as the case may be, all rights and obligations of the Parties hereunder shall cease, except (i) such rights and obligations as may have accrued on the date of termination or expiration, as the case may be, including its right to claim and recover money, damages and other rights and remedies which it may have in law or Concession Agreement (ii) the obligation of confidentiality set forth in GC Clause 3.3 hereof, and (iii) recourse to arbitration and indemnity obligations; and (iv) any other right which a Party may have under the Applicable Laws.

2.9 CONDITION PRECEDENTS a) Save and except as expressly provided in GC Clauses 1, 1.1, 2.5, 2.6, 2.9, 3.5, 3.8, 3.9, 8 of this Concession Agreement, the respective rights and obligations of the Parties under this Concession Agreement shall be subject to the satisfaction in full of the conditions precedent specified in this GC Clause 2.9 (the "Conditions Precedent").

b) Each Party shall make all reasonable endeavors to satisfy the Conditions Precedent within the time stipulated and shall provide the other Party with such reasonable cooperation as may be required to assist that Party in satisfying the Conditions Precedent for which that Party is responsible. Each Party shall promptly inform the other Party when any Conditions Precedent for which it is responsible has been satisfied.

2.9.1 CONDITIONS TO BE FULFILLED BY ULB

Subject to GC Clause 2.9.5 below, the Conditions Precedent required to be satisfied by the ULB within a period of 45 (forty-five) days from the date of execution of this Concession Agreement shall be deemed to have been fulfilled when the ULB shall have:

a) Procured and ensured that the Concessionaire/Agency has been granted access to the project site(s)and so as to undertake the Works in accordance with the Concession Agreement;

b) ULB at its own cost and expenses provide lawful right, title and peaceful possession of the site, in a “as is where is basis”

c) Provide Access Roads to the Project Site(s) for undertaking the Project.

d) Approval of Detailed layout plan & design for the project processing facilities submitted by concessionaire.

e) Approval of the Dist. Collector and certification by the Engineering Wing as nominated by The Dist.


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Collectorshall be given for Allied Infrastructure such as Approach Road, Internal Road, Storm Water Drain, Compound Wall, Weighbridge, WB Cabin, Security Cabin, CCTV, Street Lighting, Water & Power Connection etc.

f) Earmark a land parcel within the project sites (s), for the purpose of dumping and segregation of the fresh Waste being brought by the ULB, so as to ensure adequate segregation and handling of old legacy waste in accordance with the terms of the Concession Agreement.

g) facilitated the Concessionaire in terms of support and participation by its representatives or sending follow-up letters to the Competent Authority for obtaining of all Applicable Approvals, if requested by the Concessionaire; provided Concessionaire fulfils all eligibility conditions and submits all required details in relation to the same;

h) facilitated and ensured that Land Lease Agreement(s) are executed for all Site(s) and vacant and unencumbered possession of all the Site(s) is handed over to the Concessionaire on or before Effective Date.

i) Handover existing infrastructure/assets (if any) to the concessionaire.

j) executed and procured execution of Substitution Agreement;

2.9.1(A)CONDITIONS TO BE FULFILLED BY AUTHORITY

a)Subject to GC Clause 2.9.5 below, the Conditions Precedent required to be satisfied by the Authority within a period of 45 (forty five) days from the date of execution of this Concession Agreement shall be deemed to have been fulfilled when the Authority shall have facilitated the Concessionaire/Agency in terms of support and participation by its representatives or sending follow-up letters to the Departments concerned/ Competent Authority/Statuary/ Regulatory Authorities for obtaining of all Applicable Permits, if requested by the Concessionaire and/or ULB.

b)executed and procured execution of Substitution Agreement;

2.9.2 CONDITIONS TO BE FULFILLED BY CONCESSIONAIRE/AGENCY

Subject to GC Clause 2.9.4 below, the Conditions Precedent required to be satisfied by the Concessionaire/Agency within a period of 45 (forty-five) days from the date of execution of this Concession Agreement shall be deemed to have been fulfilled when the Concessionaire/Agency shall have:


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a) Provided the Performance Security to the Authority/ULB;

b) Procured all Applicable Permits/approvals as required to be procured for the provision of Works;

c) Submit detailed layout plan & design for the project processing facilities to the ULB.

d) Delivered to the ULB, a confirmation of the correctness of the representations and warranties set forth in GC Clause 3.9;

e) Provided the ULB notarized true copies of its board resolution authorizing the execution, delivery and performance of this Concession Agreement by the Concessionaire/Agency; and

f) Prepared and submitted a Remediation & Reclamation Planand Fresh MSW Processing Plan for the first two quarter of the Term (Monthly Plan), which shall include, but not limited to, schedule of obtaining regulatory approvals, manpower & equipment details, implementation schedule for setting up of the project processing facilities (Bio-Mining & Fresh MSW Facility)&storing/stackingof inert, detail of procurement of vehicles/machines, timeline to achieve COD, schedule time for reclamation and project works etc. For the avoidance of doubt, the Concessionaire/Agency shall be obligated to continue submitting Remediation and Reclamation& Fresh MSW Processing Plan for each subsequent quarter during the Term of the Concession Agreement.

g) executed the Land Lease Agreement(s) and taken over vacant and unencumbered possession of all the Site(s) from the ULB.

h) provided the ULB notarized true copies of its board resolution authorising the execution, delivery and performance of this Agreement by the Concessionaire;

i) confirmed that all the representations and warranties of the Concessionaire/Selected Bidder set forth in the bid, and in this Agreement, are true and correct.

j) Achieved Financial Closure i.e. procured and raised all the funds (debt, equity, etc.) necessary to finance the Project as evidenced by the funding documents becoming effective and the Concessionaire having immediate and ready access to the funds there under.

k) executed and procured execution of Substitution Agreement;

2.9.3 WAIVER Upon a request in writing by any of the Parties, the other Party may, in its discretion, waive any of the Conditions Precedent set forth in this GC Clause 2.9 or permit


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additional time to meet any of the Conditions Precedent set forth herein.

2.9.4 DAMAGES FOR DELAY BY THE CONCESSIONAIRE/AGENCY

In the event that (i) the Concessionaire/Agency does not procure fulfillment or waiver of any or all of the Conditions Precedent set forth in GC Clause 2.9.2 within the period specified in that Clause, and (ii) the delay has not occurred solely as a result of failure of ULB to fulfill the obligations under GC Clause 2.9.1/ GC Clause 2.9.2(A) or due to Force Majeure, the Concessionaire/Agency shall pay to the ULB, Liquidated Damages of an amount calculated at the rate specified in the SC Clause 2.9.4 for each day’s delay until the fulfillment of such Conditions Precedent, subject to maximum amount equal to the 5% of Performance Security, and upon reaching such maximum threshold, the ULB may, in its sole discretion, terminate the Concession Agreement or provide further extension subject to the payment of Liquidated Damages per day, as specified herein.

2.9.5 DAMAGES FOR DELAY BY THE ULB/ AUTHORITY

In the event that: (i) the ULB/Authority does not procure fulfillment or waiver of any or all of the Conditions Precedent set forth in GC Clause 2.9.1/GC Clause 2.9.1 (A) within the period specified in that Clause, and (ii) the delay has not occurred solely as a result of failure to fulfill the obligations under GC Clause 2.9.2 by the Concessionaire/Agency, or due to Force Majeure, the ULB shall pay to the Concessionaire/Agency, Liquidated Damages of an amount calculated at the rate specified in the SC Clause 2.9.5 for each day’s delay until the fulfillment of such Conditions Precedent, subject to maximum amount equal to the 5% of Performance Security, and upon reaching such maximum threshold, the Concessionaire/Agency may, in its sole discretion, terminate the Concession Agreement.

2.9.6 CONSEQUENCES OF TERMINATION

Notwithstanding anything to the contrary contained in this Concession Agreement:

a) In the event of termination is due to the ULB’s/Authority’s failure to fulfill the Conditions Precedent, the Authority/ULB shall return the Bid Security (if Performance Security not furnished) or the Performance Security as the case may be, and thereupon all rights, privileges, claims and entitlements of the Concessionaire/Agency under or arising out of this Concession Agreement shall be deemed to have been waived by and to have ceased with the concurrence of the Concessionaire/Agency.

b) In the event of termination due to the Concessionaire/Agency’s failure to fulfill the Conditions Precedent, the Authority/ULB may encash


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the Bid Security (if Performance Security not furnished) or encash equivalent amount from Performance Security, as the case may be, and appropriate the proceeds thereof as Liquidated Damages, and thereupon all rights, privileges, claims and entitlements of the Concessionaire/Agency under or arising out of this Concession Agreement shall be deemed to have been waived by and to have ceased with the concurrence of the Concessionaire/Agency.

3. OBLIGATIONS OF THE CONCESSIONAIRE/AGENCY 3.1.1 SCOPE OF WORK Undertaking Works in accordance with the Scope of Work

set out in Annexure A;

Achieve Commercial Operation Date in accordance with the provision of GC Clause 2.2(d);

Conduct Waste characterization, contour survey and geotechnical studies atthe project site(s) in consultation with ULB/Authority

Take the necessary steps and precautions that will aid in control of leachate, odor and landfill gas at the Project Site(s)

Not more than 20% of the rejects/inerts shall be generated by the concessionaire/agency

Maximize Recovery, utilization & recycling of resources and materials from processing of Legacy Waste and Fresh MSW Waste.

3.1.2 OTHER OBLIGATIONS The Concessionaire shall also perform the following activities and fulfill the following obligations as part of the Scope of Work:

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) undertake the Works as set out in Annexure A of this document;

c) make reasonable efforts to maintain harmony and good industrial relations among the personnel employed by it in connection with the performance of its obligations under this Concession Agreement;


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d) ensure and procure that its Personnel comply with all Applicable Permits and Applicable Laws in the performance by them of any of the Concessionaire’s obligations under this Concession Agreement;

e) not do or omit to do any act, deed or thing which may in any manner violate any of the provisions of this Concession Agreement;

f) transfer the Project without any consideration and free from all lien, Encumbrances to the Authority on Transfer Date in accordance with the provisions thereof;

g) not indulge in any corrupt practices;

h) Concessionaire shall not undertake Change in Ownership, without intimating at least 30 (thirty) days in advance to the Authority in writing, of such change;

i) The Concessionaire shall at all times be wholly responsible for and in respect of its dealings with sub-concessionaires or third parties; and shall fully indemnify the Authority in respect of any claim, proceedings, actions, losses arising in connection thereof or in relation thereto. In the event the Works do not conform with the Key Performance Indicators, the Authority shall inform the Concessionaire and the Concessionaire shall immediately without any delay take such remedial action as is necessary.

j) In case the Concessionaire is a Joint Venture/ Consortium, then all Members of the Joint Venture/ Consortium shall be jointly and severally liable towards the Authority to execute the Project during the Term of the Concession Agreement and irrespective of the failure of any particular Member of the Joint Venture/ Consortium, the Authority shall be entitled to call upon the other Member(s) including the Lead Member of the Joint Venture/Consortium to discharge the obligations of the Concessionaire as enshrined in this Concession Agreement.

3.1.3 Deleted Deleted 3.1.4 LABOUR AND OTHER STATUTORY COMPLIANCES

The Concessionaire/Agency shall, in respect of the personnel employed by it either directly or through any of its sub-Concessionaire for execution of the Works, comply with all Applicable Laws for such employment, including but not limited to, the Concession Agreement Labour (Regulation and Abolition) Act, 1970, the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Employees’ Compensation Act, 1923 and other Applicable Laws. The Concessionaire/Agency shall provide and maintain all necessary welfare facilities etc. for its


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personnel and employees of its Sub-Concessionaire in accordance with the Applicable Laws.

3.1.5 PERFORMANCE SECURITY a) The Concessionaire/Agency (where the Concessionaire/Agency is a Joint Venture, then the Lead Member) shall as security for the due and faithful performance and discharge of all its obligations set out in terms of this Concession Agreement, procure and furnish to the Authority/ULB a Performance Security of 5% of Estimated Project Cost, in the form of a Bank Guarantee from a scheduled commercial bank in India acceptable to the Authority/ULB for an amount stipulated in SC Clause 3.1.5. The Concessionaire/Agency shall provide such Performance Security within 30 days from the date of letter of award but prior to signing of Agreement Such Performance Security shall be in the form set forth in Annexure C hereto. Until such time the Performance Security is provided by the Concessionaire/Agency pursuant hereto and the same comes into effect, the Bid Security shall remain in force and effect, and upon such provision of the Performance Security pursuant hereto, the Authority shall release the Bid Security to the Concessionaire/Agency. No interest shall be payable by the Authority/ULB against the Performance Security.

b) Upon occurrence of a Concessionaire/Agency Default or failure of the Concessionaire/Agency to meet any of the Conditions Precedent, the Authority/ULB shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to encash and appropriate from the Performance Security the amounts due to it for and in respect of such Concessionaire/Agency Default. Upon such encashment and appropriation from the Performance Security, the Concessionaire/Agency shall, within 30 (thirty) days thereof, replenish, in case of partial appropriation, to its original level the Performance Security, and in case of appropriation of the entire Performance Security by the Authority/ULB, provide a fresh Performance Security, as the case may be, failing which the ULB shall be entitled to terminate this Concession Agreement in accordance with GC Clause 2.6. Upon replenishment or furnishing of a fresh Performance Security, as the case may be, as aforesaid, the Concessionaire/Agency shall be entitled to an additional Cure Period of 30 (thirty) days for remedying the Concessionaire/Agency Default, and in the event of the Concessionaire/Agency not curing its default within such Cure Period, the Authority/ULB shall be entitled to encash and appropriate such Performance Security as Liquidated Damages, and to


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terminate this Concession Agreement in accordance with GC Clause 2.6.

c) The Performance Security shall remain in force and effect for the entire Term and subject to GC Clause 3.1.5 (b) above, shall be released after 90 (ninety) days of Transfer Date in accordance with this Concession Agreement.

3.1.6 Deleted Deleted

3.2 PROHIBITION OF CONFLICTING ACTIVITIES

The Concessionaire/Agency shall not engage and shall cause their personnel or any other personnel as well as their sub-Concessionaire/Agency and their personnel not to engage, either directly or indirectly, in any business or professional activities which would conflict with the activities assigned to them under this Concession Agreement.

3.3 CONFIDENTIALITY Except with the prior written consent of the ULB, the Concessionaire/Agency and the personnel shall not at any time communicate to any person or entity any Confidential Information acquired in the course of the Works.

3.4 INSURANCE TO BE TAKEN OUT BY THE CONCESSIONAIRE/AGENCY

a) The Concessionaire/Agency shall take out and maintain at its cost, and shall cause any sub-Concessionaire to take out and maintain, at their cost, as the case may be, including but not limited to all insurance premium payments, but on terms and conditions approved by the ULB, such insurances as Concessionaire/Agency may reasonably consider necessary or prudent in accordance with Good Industry Practice (“Insurance Cover”).The insurance policies so procured shall mention the ULB as co-insured insurance against the risks, and for the coverage of the insurance policies.

b) The insurances which are to be taken out and maintained by the Concessionaire/Agency has been set out in SC Clause 3.4(b).

c) All insurances obtained by the Concessionaire/Agency in accordance with this GC Clause 3.4 shall be maintained with insurers on terms consistent with Good Industry Practice. Within 7 (seven) days of obtaining any insurance, the Concessionaire/Agency shall furnish to the ULB, notarized 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 30 (thirty) days after notice of such proposed cancellation, modification or non-renewal has been delivered by the Concessionaire/Agency to the ULB.

d) If the Concessionaire/Agency fails to effect and keep in


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force the Insurance Cover for which it is responsible pursuant hereto, the ULB shall have the right to keep in force any such insurances itself and pay such premium and recover the costs thereof from the Concessionaire/Agency.

e)The Parties agree and confirm and the Concessionaire/Agency undertakes and consents that all insurance proceeds related to physical damage of the Equipment shall compulsorily be applied in first instance to restoration, repair, and reconstruction/ rehabilitation of the Equipment and only then the remaining balance (if any) shall be utilized by Concessionaire/Agency at its discretion.

f) Waiver of Subrogation - All insurance policies in respect of the insurance obtained by the Concessionaire/Agency pursuant to this GC Clause 3.4 shall include a waiver of any and all rights of subrogation or recovery of the insurers thereunder against, inter alia, the ULB, 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.

3.5 SUB-CONCESSION AGREEMENTING

The Concessionaire/Agency shall obtain the ULB’s prior approval in writing before entering into a sub-Concession Agreement with the sub-Concessionaire for the performance of any part of the Works.

Provided however, that during the Term of this Concession Agreement, the Concessionaire/Agency shall be responsible and liable for any omission, breach or act of default of its sub-Concessionaire and shall be solely responsible for remedying any such default or omission on the part of the sub-Concessionaire Further, provided that the Concessionaire/Agency shall not sub-Concession Agreement the entire Works.

3.5.1 ASSIGNMENT a) This Concession Agreement shall not be assigned by the Concessionaire/Agency to any person, save and except without the prior consent in writing of the ULB, which consent the ULB shall be entitled to decline without assigning any reason.

b) The Concessionaire shall not create or permit to subsist any Encumbrance, on the equipment except with prior


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consent in writing of the Authority, which consent the Authority shall be entitled to decline without assigning any reason.

c) Notwithstanding anything to the contrary contained in this Concession Agreement, the Authority may, after giving 30 (thirty) days’ notice to the Concessionaire, assign any of its rights and benefits and/or obligations under this Concession Agreement; to an assignee who is in the reasonable opinion of the Authority, capable of fulfilling all of the Authority’s then outstanding obligations under this Concession Agreement.

3.5.2 OPERATIONS AND ProjectMAINTENANCE OF PROJECT PROCESSING FACILITIES (BIO-MINING & FRESH MSW PROCESSING)

During the Operations Period, the Concessionaire shall operate and maintain the Project Processing Facilities (Bio-Mining & Fresh MSW Processing) in accordance with this Concession Agreement and Good Industry Practice for the purpose of providing uninterrupted Operation which shall conform to the Key Performance Indicators. The obligations of the Concessionaire shall include:

(a) Ensuring safe, smooth and uninterrupted operation of theProject processing facilities;

(b) Carrying out periodic preventive maintenance; (c) Adhering to the guidelines issued by Government of

India (d) Abiding by the existing policies/ applicable statutory

guidelines of the Concerned Department/ Competent Authority and undertaking all statutory responsibilities;

(e) deploy required personnel and equipment of suitable skill & capacity respectively for undertaking the operations;

(f) Comply with Safety Requirement and Security Requirements in accordance with GC Clause 3.14.

3.6 LIQUIDATED DAMAGES The Concessionaire/Agency shall execute the Works in such manner to meet its Project related obligations as set out herein within the Stipulated Completion Date. In the event that the Concessionaire/Agency fails to provide Works in accordance with this Concession Agreement, Good Industry Practice and within the Stipulated Completion Date, the Concessionaire/Agency shall be liable to pay the Liquidated Damages set out as per terms of SC Clause 3.6 which shall be in turn be liable to be deducted from the monthly Processing Fee payable to the Concessionaire/Agency. For the avoidance of doubt, the Liquidated Damages stipulated herein does not include the Liquidated Damages which may be levied for non-adherence to the Key Performance Indicators, as set out in Annexure B, which are in addition to the Liquidated Damages specified herein this Clause.


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3.6.1 OVERRIDING POWERS OF THE ULB a) If in the reasonable opinion of the ULB, the

Concessionaire/Agency is in material breach of its obligations under this Concession Agreement and, in particular, the Key Performance Indicators, and such breach is causing or likely to cause the disruption in the Works not being available, the ULB may, without prejudice to any of its rights under this Concession Agreement including termination thereof, by notice require the Concessionaire/Agency to take reasonable measures immediately for rectifying the defect(s) with respect to the Works and/or remedy the breach of the obligation, as the case may be.

b) In the event that the Concessionaire/Agency, upon notice under GC Clause 3.6.1, fails to rectify or remove the defect in the Works within a Cure Period specified by the ULB, the ULB may exercise overriding powers and take over the performance of any or all the obligations of the Concessionaire/Agency to the extent deemed necessary by it for rectifying or removing such defect; provided that the exercise of such overriding powers by the ULB shall be of no greater scope and of no longer duration than is reasonably required hereunder; provided further that any costs and expenses incurred by the ULB in discharge of its obligations shall be entitled to recover from the Concessionaire/Agency or set off from the Processing Fee payable and/ or the Performance Security of the Concessionaire/Agency.

c) In the event of a national emergency, civil commotion or any other act specified in GC Clause 2.5, the ULB may take over the performance of any or all the obligations of the Concessionaire/Agency to the extent deemed necessary by it or as directed by the ULB, and give such directions to the Concessionaire/Agency as may be deemed necessary; provided that the exercise of such overriding powers by the ULB shall be of no greater scope and of no longer duration than is reasonably required in the circumstances which caused the exercise of such overriding power by the ULB. For the avoidance of doubt, the consequences of such action shall be dealt with in accordance with the provisions of GC Clause 2.5 (Force Majeure).

3.7 KEY PERFORMANCE INDICATORS

Without prejudice to the obligations specified in this Concession Agreement, the Concessionaire/Agency shall undertake Works for the Project such that it achieves or exceeds the performance indicators specified in Annexure B (the “Key Performance Indicators”).

3.8 INDEMNITY OBLIGATION The Concessionaire/Agency will indemnify, defend, save


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and hold harmless the ULB and its officers, servants, agents, ULB instrumentalities and ULB owned and/or controlled entities/enterprises, including the ULB (the “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/Agency of any of its obligations under this Concession Agreement or any related agreement or on account of any defect in the provision of Works by the Concessionaire/Agency, 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 Concession Agreement on the part of the Indemnified Persons

3.9 REPRESENTATIONS & WARRANTIES

(I) The ULB hereby represents and warrants that:

a) it has full power and authority to execute, deliver and perform its obligations under this Concession Agreement including the power and authority to provide the project site(s) on license to the Concessionaire/Agency and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Concession Agreement, exercise its rights and perform its obligations, under this Concession Agreement;

b) it has taken all necessary actions under the Applicable Laws to authorize the execution, delivery and performance of this Concession Agreement;

c) it has the financial standing and capacity to perform its obligations under the Concession Agreement;

d) this Concession Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; and

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 any Material Adverse Effect on the ULB’s ability to perform its obligations under this Concession Agreement.

(II) The Concessionaire hereby represents and warrants

that:


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a) it is duly organised and validly existing under the laws of India, and has full power and ULB to execute and perform its obligations under this Concession Agreement and to carry out the transactions contemplated hereby;

b) it has taken all necessary corporate and other actions under Applicable Laws to authorize the execution and delivery of this Concession Agreement and to validly exercised its rights and perform its obligations under this Concession Agreement;

c) it has the financial and technical standing and capacity to undertake the Works and discharge obligations hereunder, in accordance with the terms of this Concession Agreement;

d) this Concession Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Concession Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof;

e) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Concession Agreement or matters arising thereunder including any obligation, liability or responsibility hereunder;

f) the information furnished in the Bid and as updated on or before the date of this Concession Agreement is true and accurate in all respects as on the date of this Concession Agreement;

g) the execution, delivery and performance of this Concession Agreement will not conflict with, result in the breach of, constitute a default under, or accelerate performance required by any of the terms of its Memorandum and Articles of Association or any Applicable Laws or any covenant, Concession Agreement, agreement, arrangement, understanding, decree or order to which it is a party or by which it or any of its properties or assets is bound or affected;

h) there are no actions, suits, proceedings, or investigations 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 ULB, the outcome of which may result in the breach of this Concession Agreement or which individually or in the aggregate may result in any


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material impairment of its ability to perform any of its obligations under this Concession Agreement;

i) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any Material Adverse Effect on its ability to perform its obligations under this Concession Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Concession Agreement;

j) it has complied with Applicable Laws in all material respects 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 a Material Adverse Effect on its ability to perform its obligations under this Concession Agreement;

k) no representation or warranty by it contained herein or in any other document furnished by it to the ULB or to any Government Instrumentality in relation to Applicable Permits contains or will contain any untrue or misleading statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty;

l) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by way of fees, commission or otherwise for securing the Works or entering into this Concession Agreement or for influencing or attempting to influence any officer or employee of the ULB in connection therewith;

m) it shall be solely and fully responsible for the acts, defaults, omissions and neglects of the personnel including any sub-Concessionaire/Agency deputed for undertaking, performing and executing the Works; and

n) it shall be solely and fully responsible for all payments, salaries, costs, expense and liabilities of its employees, vendors, sub-Concessionaire/Agency and any other personnel engaged by it for the purposes of providing the Works.

In the event that any occurrence or circumstance comes to the attention of either Party that renders any of its


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aforesaid representations or warranties untrue or incorrect, such Party shall immediately notify the other Party 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 Concession Agreement.

3.10 CHANGE OF SCOPE a) The ULB may, notwithstanding anything to the contrary contained in this Concession Agreement, require the provision of additional Works which are not included in the Scope of Works ("Change of Scope"). Any such Change of Scope shall be made in accordance with the provisions of this GC Clause 3.10 and the costs thereof shall be expended by the Concessionaire/Agency and reimbursed to it by the ULB in accordance with this GC Clause 3.10.

b) In the event of the ULB determining that a Change of Scope is necessary, it shall issue to the Concessionaire/Agency a notice specifying in reasonable detail the Works contemplated thereunder (the "Change of Scope Notice").

c) Upon receipt of a Change of Scope Notice, the Concessionaire/Agency shall, with due diligence, provide to the ULB such information as is necessary, together with preliminary documentation in support of:

i. the impact, if any, which the Change of Scope is likely to have on the Project if the Works are required to be carried out during the Term; and

ii. the options for implementing the proposed Change of Scope and the effect, if any, each such option would have on the costs and time thereof, including a detailed breakdown specifying the material and labour costs calculated; provided that the cost incurred by the Concessionaire/Agency in providing such information shall be reimbursed by the ULB.

d) Upon receipt of information set forth in GC Clause 3.10 (c) above, if the ULB decides to proceed with the Change of Scope, it shall convey its preferred option to the Concessionaire/Agency, and the Parties shall thereupon make good faith efforts to agree upon the time and costs for implementation thereof. Upon reaching an agreement, the ULB shall issue an order (the "Change of Scope Order") requiring the Concessionaire/Agency to proceed with the


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performance thereof. In the event that the Parties are unable to agree, the ULB may, by issuing a Change of Scope Order, require the Concessionaire/Agency to proceed with the performance thereof pending resolution of the dispute.

e) Within 7 (seven) days of issuing a Change of Scope Order, the ULB shall make an advance payment to the Concessionaire/Agency in a sum equal to 20% (twenty per cent) of the cost of implementing Change of Scope as agreed hereunder. The Concessionaire/Agency shall, after commencement of the activities, present to the ULB bills for payment in respect of the work in progress supported by such documentation as is reasonably enough for the ULB to determine the accuracy thereof. Within 30 (thirty) days of receipt of such bills, the ULB shall disburse to the Concessionaire/Agency such amounts after making a proportionate deduction for the advance payment made hereunder, and in the event of any dispute, final adjustments thereto shall be made under and in accordance with the dispute resolution procedure set out in GC Clause 8.

f) Notwithstanding anything to the contrary contained in this GC Clause 3.10, the ULB shall not require the Concessionaire/Agency to undertake any Works if such Works are likely to obstruct or impair the continuous execution of the Project.

g) Furthermore, notwithstanding anything to the contrary contained in this GC Clause 3.10, all aggregate costs arising out of all Change of Scope Orders issued during the Term, shall not exceed 10% (ten percent) of the consideration being paid under this Concession Agreement for the entire Term.


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3.11 Independent Assessment Agency (IAA)

1. The Authority, if required, shall appoint a third-party consultant firm/individual consultant with requisite technical expertise, knowledge and experience in similar project works as the “Independent Assessment Agency” for the Project (the IAA). The IAA shall assist the ULB/Authority in supervising the setting up as well as O&M of the Project Processing Facilities and shall support the ULB to monitor compliance with the KPIs. In case IAA is not appointed, Engineer- in – Charge of the ULB shall perform all responsibilities of IAA.

2. All fees, costs, charges and expenses payable to the IAA shall be borne by Authority.

3. The Authority may replace the IAA in any of the following circumstances:

a) if it has reason to believe that the IAA has not discharged its duties in accordance with this Clause GC 3.11;

b) if the IAA submits its request for termination of its Concession Agreement.

4. During the Term, IAA shall inspect the Project Works and prepare an inspection report every month, setting out the defects or deficiencies, if any, and status of compliance with the KPIs. The IAA shall send the report to the ULB/Authority and the Concessionaire/Agency within 7 days of such inspection, pursuant to which, the Concessionaire/Agency shall be required to rectify the defects or deficiencies, if any, identified by the IAA.

5. Except as specifically provided in this Concession Agreement, the IAA shall have no authority, whether express or implied, to amend, vary or curtail any of the rights or obligations of the Parties.

3.12 INSPECTION During the Term, the IAA/ ULB shall inspect or cause to be inspected the Project Processing Facility, Project Assets and Project Processing Facilities at least once a month or at such shorter intervals as may be considered essential by the IAA and make report of such inspection (the "Inspection Report") stating in reasonable detail the delay or deficiencies, if any, with particular reference to the Scope of Work, specifications, Good Industry Practices, Applicable Law &Applicable Permits.

3.12A CONSTRUCTION ACTIVITIES FOR PROJECT PROCESSING FACILITIES

a. During the period when construction/ development works are being undertaken for setting up the Project Processing Facilities, the Concessionaire/Agency


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(BIO MINING & FRESH MSW PROCESSING).

shall, within 7 (seven) days after the close of each month, furnish to the ULB and the IAA a monthly report on progress of the construction of the Processing Facilities and shall promptly give such other relevant information as may be required by the ULB and/or IAA. Notwithstanding anything to the contrary contained in this Concession Agreement, the ULB shall have the right, but not the obligation, to appoint at its cost from time to time and at any time, the additional engineers, including any Government owned entity or Government employee to inspect and monitor the construction of the ProjectProcessing Facilities.

b. Upon recommendation of the IAA to this effect, the ULB may by notice require the Concessionaire to suspend forthwith the whole or any part of the construction works of the ProjectProcessing Facilities in the reasonable opinion of the ULB, such works threatens the safety of the public.

c. The Concessionaire shall, pursuant to the notice under GC Clause 3.11, suspend the construction during the construction of Project Processing Facilities or any part thereof for such time and in such manner as may be specified by the ULB and thereupon carry out remedial measures to secure the safety of suspended works. The Concessionaire may by notice require the IAA to inspect such remedial measures forthwith and make a report to the ULB recommending whether the suspension hereunder may be revoked. Upon receiving the recommendations of the IAA, the ULB shall either revoke such suspension or instruct the Concessionaire to carry out such other and further remedial measures as may be necessary in the reasonable opinion of the ULB, and the procedure set forth in this GC Clause3.11 shall be repeated until the suspension hereunder is revoked.

3.13 TEST/INSPECTION 3.13.1 Tests/Inspection for determining completion of ProjectProcessing Facilities:

a) At least 7 (seven) days prior to the likely completion of the construction of the Project Processing Facilities, the Concessionaire/Agency shall notify the IAA/ULB of its intent to subject the processing facilities to completion test.The date and time of each test/inspection shall be determined by IAA in consultation with the Concessionaire/Agency and notified to the ULB who may designate its representative to witness the tests. The Concessionaire/Agency shall


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provide such assistance as the IAA may reasonably require for conducting the test/inspection. In the event of the Concessionaire/Agency or the IAA failing to mutually agree on the dates for conducting the tests/inspection, the Concessionaire/Agency shall fix the dates by not less than 7 (seven) days' notice to the IAA.

b) The IAA shall observe, monitor and review the results of the tests/inspection to determine compliance of Project Processing Facilities with Applicable Laws and specifications set out under this Concession Agreement and if it is reasonably anticipated or determined by the IAA during the course of any test/inspection that the Project Processing Facilities, be or any part thereof does not meet the specifications set out in the Concession Agreement, it shall have the right to suspend or delay such test/inspection and require the Concessionaire/Agency to remediate and rectify the defects or deficiencies. Upon completion of each test/inspection, the IAA shall provide to the Concessionaire/Agency and the ULB copies of all test and inspection data including detailed test results. For the avoidance of doubt, it is expressly agreed that the IAA may require the Concessionaire/Agency to carry out or cause to be carried out additional tests and/or inspection, in accordance with Good Industry Practice, for determining the compliance of Project Processing Facilities with the terms of the Concession Agreement and Applicable Laws.

c) The project processing facilities (Bio-Mining & Fresh MSW Processing) shall be subject to trial runof 7 days (continuous 8 hours per day) with processing of minimum 60% estimated per day project quantity. On successful completion of the trial run, the facilities shall be deemed to be commissioned. Trial run shall be witnessed, and its report shall be submitted by the Engineer – in- charge & IAA to the ULB upon which commissioning certificate shall be issued by the ULB

3.13.2Tests During the Operations Period

a) For determining that the operation and maintenance of the Project processing facilities undertaken during the Operations Period conform to the specifications,


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Applicable Laws and requirements of this Concession Agreement, the ULB shall require the Concessionaire/Agency to carry out or cause to be carried out tests, at such time and frequency and in such manner as may be specified by the IAA/ ULB from time to time, in accordance with Good Industry Practice. The Concessionaire/Agency shall, with due diligence, carry out or cause to be carried out all the tests in accordance with the instructions of the IAA/ ULB and furnish the results thereof to the IAA/ ULB. For the avoidance of doubt, the costs to be incurred on any such test undertaken shall be borne solely by the Concessionaire/Agency.

b) In the event that results of any tests conducted under this Clause 3.13.2 establish any defects or deficiencies in the Works, the Concessionaire/Agency shall carry out remedial measures and furnish a report to the IAA/ ULB in this behalf. For the avoidance of doubt, it is agreed that tests pursuant to this Clause 3.13.2 shall be undertaken in addition to and independent of the tests that shall be carried out by the Concessionaire/Agency for its own quality assurance in accordance with Good Industry Practice. It is also agreed that a copy of the results of such tests shall be sent by the Concessionaire/Agency to the IAA and the ULB forthwith.


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3.13(a) COMMISSIONING CERTIFICATE FOR THE PROJECT PROCESSING FACILITIES (BIO-MINING & FRESH MSW PROCESSING)

A commissioning certificate for the completion ofproject processing facilities shall be issued by ULB/IAA after physical completion of setting up of project processing facilities & conducting test in accordance with the provision of GC Clause 3.13.1. Issuance of such commissioning certificate shall be the COD of the project processing facilities wherein the concessionaire shall commence the respective project works in accordance with this Concession Agreement.

3.13 (b) COMPLETION CERTIFICATE FOR RECLAMATION AND REMEDIATION WORKS AND FRESH MSW PROCESSING WORK

A completion certificate for Reclamation and Remediation Works (“Completion Certificate for Reclamation and Remediation Works”) as per the format set out in Annexure Dshall be issued by the Engineer – in – Charge of the ULB after completion of Reclamation and Remediation Works and conducting inspection in accordance with GC Clause 3.13.1 &GC Clause 3.13.2

A completion certificate for Fresh MSW Processing Works (“Completion Certificate for Fresh MSW Processing Works”) as per the format set out in Annexure E shall be issued by the Engineer – in – Charge of the ULB after completion of Fresh MSW Processing Works and conducting inspection in accordance with GC Clause 3.13.1 & GC Clause 3.13.2

3.14 SAFETY & SECURITY REQUIREMENTS

a) The Concessionaire/Agency shall comply with the provisions of this Concession Agreement, Applicable Laws and Applicable Permits and conform to Good Industry Practice for securing the Project Site and in accordance with the provisions of this Concession Agreement. (“Security Requirements”)

b) The Concessionaire/Agency shall in performing its obligations under this Concession Agreement comply with and procure that its Personnel and sub-Concessionaire comply with all Applicable Laws, Applicable Permits, conditions of the consents, requirements of the ULB in all matters relating to occupational health, safety and the environment ("Safety Requirements").

3.15 GRANT OF LICENSE For the purpose of this Concession Agreement, the ULB, in accordance with the terms and conditions set forth herein, shall grant to the Concessionaire/Agency, commencing from the Effective Date, a right of way to access the project sites and to undertake Works, together with all and


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singular rights, liberties, privileges, easements and appurtenances whatsoever to the project sites belonging to or in any way appurtenant thereto or enjoyed therewith, for the purposes permitted under this Concession Agreement, and for no other purpose whatsoever. Provided however that the rights being vested herein does not, and shall not be construed as creating any demise, interest or ownership in the project sites and , whatsoever; and is a mere permission to enter the project sites and perform the Works envisaged hereunder, subject to and in accordance with terms hereof. For avoidance of doubt and subject to provision of this Concession Agreement, License to hold, possess & control the project sites is granted to the Concessionaire/Agency for the project work during theConcession Agreement Period in accordance with the terms of Concession Agreement and Land Lease Agreement(s)

a) It is expressly agreed that the rights granted hereunder shall terminate automatically and forthwith, without the need for any separate action to be taken by the ULB, upon the termination of this Concession Agreement for any reason whatsoever.

b) The Concessionaire/Agency shall use only such part of the project sites and as is handed over to it by the ULB and shall not use the project sites for any other purpose except to carry out its obligations as per the terms of this Concession Agreement. Further, the Concessionaire/Agency shall not sub-license its rights hereunder or create Encumbrances/charge of any nature whatsoever, save and except as may be expressly set forth in this Concession Agreement.


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3.16 PECIFIC OBLIGATIONS a) The Concessionaire/Agency shall achieve the target of handling <<Insert Legacy Waste Quantity>> Tonnes of Legacy Waste through Bio-Mining based on the quantity assessedduring the initial Site Investigation, Total Station/Drone Contour Survey. This target shall be met in accordance with the provision of SC Clause 2.2(b).However, the ULB may waive this requirement in case of shut down/ break-down for a continuous period of maximum 3(three) days in a month or an aggregate period of maximum7 (seven) nonconsecutive days in any Month or an aggregate of maximum30 (thirty) nonconsecutive days in a year.

b) The Concessionaire/Agency shall achieve the daily target of handling <<Insert capacity in Tonnes per day of Fresh MSW Processing Facility>> Tonnes Per Day of Fresh MSW. The daily fresh MSW Processing capacity of the processing facility shall be mutually fixed by ULB &concessionaire based on quantities mentioned in Appendix -V of the RFP, initial Site Investigation& Surveys. This target shall be met in accordance with the provision of SC Clause 2.2(b). This Fresh MSW Processing plant should be designed to cater the increase in quantity of daily fresh MSW during the course of Concession Agreement period. However, the ULB may waive this requirement in case of shut down/ break-down for acontinuous period of maximum 3(three) days in a month or an aggregate period of maximum 7 (seven) nonconsecutive days in any Month or aggregate of maximum 30 (thirty) nonconsecutive days in a year.

c) The Concessionaire/Agency shall take the necessary steps and processes that would aid in control of odour and leachate in and around the project site.

d) The Concessionaire/Agency shall carry out all necessary site investigations & studies for layout planning, plant design, foundation requirements etc.

e) The contactor/agency shall ensure proper storm water drains in & around the sites for safe evacuation of rainfall & surface run-off in order to avoid flooding & excess Leachate generation.

f) The Concessionaire/Agency shall operate & maintain the weighbridge. It will measure& record quantity of various components of Waste from reclamation & remediation works in terms of recovered materials such as recyclables, RDF, Soil, Soil Conditioner, compost material, and inert going out of the Bio-Mining Facility and Dumpsite. Provided however, the


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Concessionaire/Agency shall ensure that it shall not generate processing rejectsmore than 20% (twentypercent) of the legacy waste quantityProcessed.If the processing rejects/inert exceeds the maximum limit of 20%; then liquidated damages as specifies in SC Clause 3.6 shall be applicable, adjusted in the monthly bills

g) The Concessionaire/Agency shall operate & maintain the weighbridge. It will measure & record quantity of daily incoming fresh MSW brought by the ULB. It will also measure & record the quantity of various components of Waste from fresh MSW Processing works in terms of recovered materials such as recyclables, RDF, Soil, Soil Conditioner, compost material, and inert going out of the Fresh MSW Processing Facility. Provided however, the Concessionaire/Agency shall ensure that it shall not generate processing rejects more than 20% (twenty percent) of the fresh MSW quantity Processed. If the processing rejects/inert exceeds the maximum limit of 20%; then liquidated damages as specifies in SC Clause 3.6 shall be applicable, adjusted in the monthly bills

h) The Concessionaire shall ensure that weighbridge is fully online, electronic, where in data of weighment facility shall be maintained for the entire Term with backup server facilities,Through the weighbridge system daily online reports should be generated. Online data shall be provided to the ULB as & when required, but mandatory on monthly basis along with bills.

i) The Concessionaire/Agency shall provide utilities such as drinking water facilities and sanitary facilities (preferably washing/bathing facilities for workers) and lighting arrangements for easy operations during night hours shall be provided and safety provisions including health inspections of workers at site shall be carried out;

j) The Concessionaire/Agency shall prevent environmental impacts of the activities as per the Solid Waste Management Rules, 2016, conditions of consents & applicable guidelines etc;

k) deleted

l) The Concessionaire/Agency shall be responsible for the sale of recyclables to appropriate vendors and shall be entitled to keep the proceeds from sale of the recovered components from the processing of legacy


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waste & fresh MSW;

m) The Concessionaire/Agency shall be responsible for the sale of RDF to the nearest cement industries/thermal power plants/ sugar mills/ any other industry and shall be entitled to retain the proceeds from the sale of the recovered components

n) The Concessionaire/Agency shall be responsible for utilization and sale of compost, C&D debris, C&D products, any other product that is glass, metals, etc. and shall be entitled to keep the proceeds from sale of components from processing of legacy waste & fresh MSW;

o) During the Term, the Concessionaire/Agency shall, no later than 7 (seven) days after the close of each month, furnish to the IAA/ ULB, a monthly report bringing out in detail the progress of the Works (“Monthly Report”);

p) Process reject from the Bio-mining Facility & Fresh MSW Processing facility shall be stacked at the respective project areas by the Concessionaire/Authority. The concessionaire shall be responsible for loading of the rejects in the transportation vehicles of the ULB.

q) Submission and Approval of Remediation &

Reclamation Plan & Fresh MSW Processing Plan: i. The Concessionaire/Agency shall submit the

Month Wise Reclamation and Remediation Plan & Fresh MSW Processing Plan in the beginning of each quarter. The ULB shall within 14 (fourteen) days of receipt of the Reclamation and Remediation Plan & Fresh MSW Processing Plan shall review and convey its comments to the Concessionaire/Agency with reference to its conformity with the Key Performance Indicators. The Concessionaire/Agency shall modify the Plans in accordance with the comments provided by the ULB and provide the final Plans thereof to the ULB.

ii. The Concessionaire/Agency hereby

acknowledges that the Reclamation and Remediation Works & Fresh MSW Processing works shall be completed in accordance with the Reclamation and Remediation Plan& Fresh MSW Processing Plan respectively.


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3.17 CCOUNTS AND AUDIT a) The Concessionaire/Agency shall maintain books of accounts recording all its receipts, income, expenditure, payments, assets and liabilities, in accordance with this Concession Agreement, Good Industry Practice, Applicable Laws and Applicable Permits with respect to the Works provided under this Concession Agreement.

b) The ULB shall have the right to inspect the records of the Concessionaire/Agency during office hours and request for copies of relevant extracts of books of accounts as per Applicable Laws.

3.18 CHANGE IN LAW In the event of a Change in Law which results in a financial burden (on account of any variation in costs or revenue or any other financial burden) in any Financial Year which is in excess of the amount specified in SC Clause 3.18, the affected Party may by written notice request the other Party for such modifications to the terms of this Concession Agreement as the requesting Party reasonably believes is necessary to place it in the same financial position as it was prior to such Change in Law. The Parties shall thereafter consult in good faith to agree to such modifications failing which the affected Party may, by notice, require the other Party to pay an amount that would place it in the same financial position that it would have enjoyed had there been no such Change in Law. However, in case the other Party disputes such payment the matter shall be settled in accordance with the dispute resolution procedure set out in GC Clause 8. It is clarified that the Parties shall continue to fulfill their obligations under this Concession Agreement pending resolution of any Dispute under this GC Clause 3.18.

3.19 TRANSFER AND HANDOVER PROVISIONS

(I)Handover of site

(a) Authority shall co-ordinate with the ULB and ensure

that they shall within 30 (thirty) days from the date

of signing of Concession Agreement, handover the

Site(s) under their respective jurisdiction for

Remediation & Reclamation Works and Fresh

MSW Processing Works to the Concessionaire on

as-is-where-is basis, free from Encumbrance, for the

purpose of implementing the Project.

(b) Upon the Sites being handed over pursuant to the

preceding sub-article (a), the Concessionaire shall,

subject to the provisions of GC Clause 1.4 , have the

right to enter upon, occupy and use the same or to


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make it as may be necessary or appropriate to

implement the Project in accordance with the

provisions of this Agreement. However, prior to the

grant of leasehold rights in respect of the Site(s) in

accordance with terms hereof, the Concessionaire

shall have the right to enter the Sites solely to carry

out any survey or investigation for the purposes of

Project development.

(c) Annual advance lease rental of the Project Sites

computed at the rate of [******] per acre per

annum to be paid by the Concessionaire to the ULB

for each year of the Concession Period as

consideration under the Land Lease Agreement for

grant of leasehold rights in respect of the Site(s) to

be utilized for setting up the Processing Facilities.

(d) The term of the such Land Lease Agreement shall be

co-terminus with the Concession Period, and

accordingly upon expiry of this Agreement due to

efflux of time or due to early termination, the term

of the Land Lease Agreement shall also end

simultaneously and the Concessionaire shall be

obligated to transfer possession of the Sites together

with the Project Facilities in good working condition

in accordance with the terms of this Agreement and

Land Lease Agreements.

(II) Transfer of site

Upon expiry of the Term or upon termination of this Concession Agreement or completion of works, the Concessionaire/Agency shall transfer the project sitesin accordance with the provisions of SC Clause 3.20.


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3.20 RENEWAL OF CONCESSION The ULB/ Authority may in its sole discretion, in the event of non-occurrence of any Concessionaire/Agency’s Default during the concession period, agree to extend the Concession by another 5 years after the expiry of the Concession Period with mutual consent of all parties. Provided that any such extension shall also lead to an extension of Land Lease Agreement(s) for an equal period so as to make the Land Lease Agreement co-terminus with extended Concession Period.

4.CONCESSIONAIRE/AGENCY’S PROHIBITIONS 4.1 GENERAL PROHIBITIONS The Concessionaire/Agency agrees not to undertake,

directly or indirectly, any of the following practices or actions, the violation of which shall be deemed a material breach and may result in immediate termination of this Concession Agreement:

i. make any representations or promises on behalf of the ULB other than those which have been expressly permitted under this Concession Agreement;

ii. infringe any of the ULB’s proprietary rights; iii. register or seek to register any trademark, service

mark, service name, or domain name, which includes, relates to, or is confusingly similar to those of the ULB; and

iv. transfer, assign, distribute, sell, or otherwise grant to any third party any rights under this Concession Agreement.


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4.2PERSONNEL REQUIREMENTS The Concessionaire/Agency shall, unless otherwise provided in the Concession Agreement, employ such qualified and experienced Personnel as are required to carry out the Works. It is expressly agreed and understood by Parties that the Concessionaire/Agency shall be wholly responsible for engaging the minimum required personnel at the project sites for undertaking the Works including in relation to their salary, benefits, statutory payments, contributions towards any benefits, as would be payable under Applicable Laws for the duration of their deployment.

5. OBLIGATIONS 5.1 OBLIGATIONS OF THE ULB (I) The ULB shall use its best efforts to enable

Concessionaire/Agency to perform its Works as specified in Annexure A. The ULB shall make available to the Concessionaire/Agency, the immoveable infrastructure, namely, physical space, required in respect of undertaking the Works. In this regard, the Parties hereto agree that, the Concessionaire/Agency shall be responsible for arranging all the moveable equipment’s/goods as would be required for fulfilling its obligations herein.

(II) The portion of land required for the Reclamation & Remediation & Fresh MSW Processing Facility shall be earmarked and separated by the ULB &Concessionaire mutually. The Project Site where the degraded and compacted legacy waste is spread and must be excavated shall be earmarked by the ULB.

(III) Process reject from the Bio-mining Facility & Fresh MSW Processing facility shall be stacked at the respective project areas by the Concessionaire/Authority. The concessionaire shall be responsible for loading of the rejects in the transportation vehicles of the ULB.

(IV) The ULB shall transport, unload and dispose of the process reject from the project processing facilities to the designated SLF of the ULB/Authority.

(V) A minimum available vacant area will also be earmarked for fresh waste disposalby ULB.

(VI) Regional/ Common Sanitary Landfill Facility (SLF) for the disposal of inert/ process rejects/ process residue shall be planned and commissioned by ULB/District Collector/Authority.

(VII) Provide possession of Dumpsite for Remediation & Reclamation through Bio-mining, Land for Fresh


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MSW Processing Facility as per Concession Agreement.

(VIII) Land Lease Agreement shall be signed at the rate of Re. 1

5.2 APPLICABLE PERMITS Upon written request from the Concessionaire/Agency, and subject to the Concessionaire/Agency complying with Applicable Laws, The ULB shall provide all reasonable support and assistance to the Concessionaire/Agency in procuring Applicable Permits required from any Government Instrumentality, if required, for implementation of the Works.

5.3 PAYMENT OBLIGATIONS a. Ensure timely payment of the Processing Fee in accordance with the provisions of this Concession Agreement.

b. deleted

5.4 APPOINTMENT OF INDEPENDENT ASSESSMENT AGENCY

Appoint independent expert if required, to act as the Independent Assessment Agency who shall monitor, supervise, and review Concessionaire/Agency’s progress details/ activities. The composition, duties and functions are provided in Schedule - 3.


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5.5 OBLIGATION OF THE AUTHORITY

A. Authority shall, if requested, facilitate the Concessionaire/Agency in terms of support and participation by its representatives or sending follow-up letters to the Departments concerned/ Competent Authority/Statuary/ Regulatory Authorities for obtaining of Applicable Permits, if requested by the Concessionaire and/or ULB.

B. In case of delay or no payment from ULB to Concessionaire/Agency beyond stipulated period as per Concession Agreement, the Concessionaire/Agency may put up copy of the invoice to Authority and the Authority shall ensure the payment within 30 days.

C. The Authority, if required may be called upon to assist in case of dispute resolution according to GC 8.

D. To appoint Independent Assessment Agency

(IAA) /Project Management Consultant (PMC) to monitor, supervise, and review Agency’s progress against the submitted timelines and also verify and approve the Agency’s monthly/running bills. The Authority shall pay fee for IAA/PMC services

E. Regional/ Common Sanitary Landfill Facility

(SLF) for the disposal of inert/ process rejects/ process residue shall be planned and commissioned by ULB/District Collector/Authority

6.PAYMENTS TO THE CONCESSIONAIRE/AGENCY 6.1 PROCESSING FEE a. “Processing Fee for Bio-Mining” - For undertaking

the Reclamation and Remediation Works, in compliance with the terms of this Concession Agreement and GC Clause 3.16 (f) , the Concessionaire/Agency shall be paid the “processing fee for bio-mining” on monthly basis in accordance to the awarded “Per Ton Rate of Bio Mining of Legacy Waste”i.e. Rs “----’’ /Ton for quantity of processed legacy waste which is outgoingfrom theproject facility & measured at the weighbridge afterdeducting any Liquidated Damages/Penalties payable by the Concessionaire/Agency. The Processing Fee for Bio-Mining shall be payable by the ULB to the Concessionaire/Agency in accordance with the timelines specified in this GC Clause 6 and applicable conditions of the Concession Agreement.


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b. “Processing Fee for Fresh MSW” - For undertaking the Fresh MSW Processing in compliance with the terms of this Concession Agreement and GC Clause 3.16 (g), the Concessionaire/Agency shall be paid the “processing fee for fresh MSW ” on monthly basis in accordance to the awarded “Per Ton Rate of processing fresh waste”i.e. Rs “----’’ /Tonfor quantity of daily fresh MSW brought at the project site, measured at the weighbridge &processed in that monthafterdeducting any Liquidated Damages/Penalties payable by the Concessionaire/Agency. The Processing Fee for Fresh MSW shall be payable by the ULB/Authority to the Concessionaire/Agency in accordance with the timelines specified in this GC Clause 6 and applicable conditions of the Concession Agreement.

c. The maximum billable quantity of Legacy Waste is <<Insert max billable quantity in Tonnes>> calculated by Concessionaire/Agency & ULB Jointly through Technical Surveys Conducted by the Concessionaire/Agency before signing of this Concession Agreement.

d. Processing fee shall be there after deducting any

Liquidated Damages payable by the Concessionaire/Agency)


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6.2 MANNER OF PAYMENT OF PROCESSING FEE

The Concessionaire/Agency shall raise an invoice for the payment of the Processing Fee by the 10th day of the succeeding month and submit the said invoice to the ULB along with the applicable supporting documents such as: (I) Drone Survey/Total Station Survey Contour Map,

weighment sheets of various components of Waste from reclamation & remediation works in terms of recovered materials such as recyclables, RDF, Soil, Soil Conditioner, compost material, and inert going out of the Bio-Mining Facility and Dumpsite.

(II) Weighment sheet of daily incoming fresh MSW

brought by the ULB and various components of Waste from fresh MSW Processing works in terms of recovered materials such as recyclables, RDF, Soil, Soil Conditioner, compost material, and inerts going out of the Fresh MSW Processing Facility.

For the avoidance of doubt, the Processing Fee shall be exclusive of GST and other applicable taxes. The Taxes shall be paid by the ULB additionally.

The ULB shall, after due verification, pay the amounts mentioned in the invoice to the Concessionaire/Agency within the timeline provided in SC Clause 6.2. It is hereby clarified, and Concessionaire/Agency understands and agrees that the Processing Fee shall be subject to deductions on account of Liquidated Damages levied in terms hereunder including by reason of non-adherence to Key Performance Indicators or any other reason specified in this Concession Agreement.

For any reason, other than those attributable to the Concessionaire/Agency, if the ULB fails to pay the invoices within the stipulated payment period mentioned above, without assigning any reason or giving advance communication of delay in payment, then in that case the Concessionaire/Agency may put up copy of the invoice to Authority and the Authority shall ensure the payment within 30 days.

6.3 FEE FOR DEVELOPMENT OF ALLIED INFRASTRUCTURE

A. Allied Infrastructure such as Approach Road, Internal Road, Storm Water Drain, Compound Wall, Weighbridge, WB Cabin, Security Cabin, CCTV, Street Lighting, Water & Power Connection shall be set up by the concessionaire/ agency after due approval of the Dist. Collector upon certification by the Engineering Wing as nominated by The Dist. Collector. The bidder shall complete the execution of the works within 3 months from the date of approval of the collector. On completion &


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certification the ULBs/District Collector/CDMA shall reimburse the amount. The Collector shall approve the work design & cost within 15 days of the receipt of work details by the Agency. The concessionaire/agency shall submit following details in consultation with ULB to the District Collector, Engineering Wing & ULB for approval before commencing construction: I. List of Allied Infrastructure Components. II. Detailed layout plan. III. Detailed drawing (good for construction) for each

component IV. Detailed item wise BoQ (Bill of Quantities for each

component) with rates, quotation & estimated costs. B. completion of each component of allied infrastructure, concessionaire/agency shall provide Within 15 days from the date of inspection & acceptance by the ULB/IAAPost:

I. “As -Built” drawings of the construction works. II. Operations Manual if applicable.


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6.4 MANNER OF PAYMENT FOR REIMBURSEMENT OF DEVELOPMENT OF ALLIED INFRASTRUCTURE

The Concessionaire/Agency shall raise an invoice for the payment of reimbursement of development of allied infrastructure on 10th day of the succeeding month during which the item got completed.

A. For Allied Infrastructure Components with Civil,

Electrical, Mechanical, ITC, instrumentation etc. items such as Weighbridge, Weigh Bridge Cabin, Security Cabin, CCTV, Street Lighting, Water & Power Connection etc.

1. 15% on completion up to Plinth level against running bills of allied infrastructure component

2. 40% on completion up to Superstructure against running bills of allied infrastructure component

3. 25% on completion of supply and testing of equipment’s and machineries

4. 10% on inspection and acceptance by the ULB 5. 10% on completion of the defect liability period of 1

year from the date of its inspection and acceptance by the ULB

B. For Allied Infrastructure Components with only Civil,

Electrical etc. items such as Approach Road, internal roads, storm water drain, fencing, etc.

1. 30% on completion up to Plinth level against running bills of allied infrastructure component

2. 50% on completion up to Superstructure against running bills of allied infrastructure component

3. 10% on inspection and acceptance by the ULB 4. 10% on completion of the defect liability period of 1

year from the date of its inspection and acceptance by the ULB

7. GOOD FAITH 7.1 GOOD FAITH The Parties undertake to act in good faith with respect to

each other’s rights under this Concession Agreement and to adopt all reasonable measures to ensure the realization of the objectives of this Concession Agreement.

8. SETTLEMENT OF DISPUTES 8.1 AMICABLE SETTLEMENT The Parties agree that early resolution of disputes is

crucial for a smooth execution of the Concession Agreement. The Parties shall use their best efforts to settle amicably all disputes arising out of or in connection with this Concession Agreement or its interpretation.

8.2 DISPUTE RESOLUTION Any dispute between the Parties as to matters arising under or out of or in relation to this Concession Agreement (including its interpretation) between the Parties that cannot be settled amicably within 30 (thirty) days after receipt by one Party of the other Party’s request for such amicable settlement may be submitted by either


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Party for settlement in accordance with the provisions specified in the SC Clause 8.2.


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9. WAIVER OF SOVEREIGN IMMUNITY

The ULB hereby irrevocably and unconditionally agrees that it is subject to the jurisdiction of the relevant arbitral tribunal and the courts of applicable jurisdiction in India in support of arbitration proceedings with respect to its obligations hereunder, and that the execution, delivery, and performance of this Concession Agreement constitute private and commercial acts of the ULB.

10. RIGHTS CUMULATIVE WITH THOSE AT LAW

Subject to dispute resolution provision set out herein, the powers, rights and remedies conferred on the Parties herein, including the rights of termination, shall be in addition and without prejudice to all other powers, rights and remedies available to the Parties in accordance with the Applicable Laws.

11. DUTY TO MITIGATE Each Party agrees that it has a duty to mitigate damages and covenants that it shall use commercially reasonable efforts to minimize any losses it may incur as a result of the other Party’s performance or non-performance of this Concession Agreement.

12. RIGHT TO SPECIFIC PERFORMANCE

If any Party fails to perform its obligations under this Concession Agreement, the other Party shall have the right to require specific performance of the obligation not performed.

13. WAIVER The rights and remedies of the Parties shall not be affected by any failure to exercise or delay in exercising any right or remedy or by the giving of any indulgence to the other Party or by anything whatsoever except a specific waiver or release in writing and any such waiver or release shall not prejudice or affect the further or other exercise of such right or of any other rights or remedies of the Parties. No single or partial exercise of any right or remedy shall prevent any further or other exercise thereof or the exercise of any other right or remedy.

14.FURTHER ASSURANCES At its own expense, each Party shall use all reasonable endeavors to procure that any necessary third party shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to this Concession Agreement.

15. NO THIRD PARTIES This Concession Agreement is intended solely for the benefit of the Parties and nothing in this Concession Agreement shall be construed to create any duty to, standard of care with reference to, or any liability to, or confer any right of suit or action on any person not a party to this Concession Agreement.

16. ENTIRE CONCESSION AGREEMENT

Each Party confirms that:

(i) in entering into this Concession Agreement, it has not relied on any representation, warranty, assurance, covenant, indemnity, undertaking or commitment which is not expressly set out or referred to in this Concession Agreement; and


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(ii) in any event, without prejudice to any liability for fraudulent misrepresentation or fraudulent misstatement, the only rights or remedies in relation to any representation, warranty, assurance, covenant, indemnity, undertaking or commitment given or action taken in connection with this Concession Agreement, are as set out in this Concession Agreement.

17. SEVERABILITY If any court or competent Authority finds that any provision of this Concession Agreement (or part of any provision) is invalid, illegal, unenforceable or against public policy, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Concession Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Concession Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable, and, which to the greatest extent possible, achieves the Parties' original commercial intention.

18. COUNTERPARTS This Concession Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original.

19. EXPENSES OF THE PARTIES Each Party shall bear its own costs and expenses incurred in connection with the negotiation, preparation, execution and registration of this Concession Agreement; provided however, the Concessionaire/Agency shall bear the stamp duty and registration charges (if any) in respect of execution of this Concession Agreement.

20. INTELLECTUAL PROPERTY AND CONFIDENTIALITY

20.1 Proprietary Material

(a) The property in all designs, drawings, processes, methods, details, plans, concepts, technology, specifications, schedules, programs, reports, calculations, documents and other works relating to the Project, including intellectual property rights therein or thereto, whether registered or not, hereafter referred to as "Proprietary Material", which have been or are hereafter written, originated, made or generated by the Concessionaire/Agency or any of its employees, Concessionaires, consultants or agents in connection with this Agreement or the design, development, construction, operation and maintenance of the Project/ Project Assets, shall be and remain at all times the property of the Concessionaire/Agency, vest exclusively in the


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Concessionaire/Agency and ensure to the exclusive benefit of the Concessionaire/Agency.

(b) The Concessionaire/Agency, as beneficial owner,

hereby grants to the ULB a perpetual non-exclusive license to use such Proprietary Material in connection with the Project. Such license shall carry the right to use the Proprietary Material for all purposes connected with the Project; however, it shall not be transferable to a Third Party. Such license shall automatically get extended to the ULB for Project purpose only, and not for Third Party use or transfer, upon the Termination or expiration of this Agreement or the discharge by the Concessionaire/Agency of its duties hereunder.

(c) Nothing in this Article 20.1 shall be construed to

grant the ULB or Persons claiming through or under it any right or license with respect to such Proprietary Material, save and except as otherwise expressly herein.

20.2 Confidentiality

(a) ULB shall not at any time divulge or disclose or

suffer or permit its servants or agents to divulge or disclose, transfer, communicate to any Person or use in any manner for any purpose unconnected with the Project any Proprietary Material or other information, material, documents, records or data, concerning the Project, the Concessionaire/Agency ULB (including any information concerning the contents of this Agreement) except to its directors, officials, employees, Concessionaires, consultants, agents or representatives on a need to know basis or as may be required by any law, rule, regulation or any judicial process.

(b) ULB shall use such Proprietary Material and information only for the purposes of this Agreement or as otherwise expressly permitted by the Concessionaire/Agency in writing.

(c) The Concessionaire/Agency shall ensure that all its directors, employees, Sub concessionaires, consultants, agents or representatives execute, deliver and comply with customary confidentiality and non-disclosure agreements reasonably required by the ULB, which have been duly approved by theULB, with respect to the Project.

(d) The aforesaid provisions shall not apply to the following information:


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(i) obtained from a Third Party who is free to divulge the same and which was not obtained under any obligation of confidentiality; or

(ii) already in the public domain otherwise than by breach of this Agreement;

(iii) disclosed due to a court order or under any Act of GoI/GoTS

20.3 Survival

The Concessionaire/Agency, ULBs accept and confirm that the provisions of this Article 20 shall survive the expiration or any earlier termination of this Agreement.


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21.FINANCIAL CLOSURE AND SUBSTITUTION AGREEMENT

21.1 General Obligations 21.1.1. The Concessionaire expressly agrees and undertakes that it shall itself be responsible to arrange for financing and/ or meeting all financing requirements for the development of the Project at its cost and shall enter into Financing Agreements, if required, with the Senior Lenders for the same except for the development of Allied Infrastructure (as its development cost will be reimbursed by the ULB/Authority as per GC clause 6.3 & 6.4). 21.1.2. The Concessionaire hereby agrees and undertakes that it shall achieve Financial Closure within effective date for Concessionaire’s condition precedents as provision of GC Clause 2.9.2 21.1.3. The Concessionaire shall, upon occurrence of Financial Closure, notify the ULB forthwith, and shall have provided to the ULB, at least 2 (two) days prior to Financial Closure, 3 (three) true copies of the Financial Package and the Financial Model, duly attested by a Director of the Concessionaire, along with 3 (three) soft copies of the Financial Model in MS Excel version or any substitute thereof, which is acceptable to the Senior Lenders. 21.2. Termination due to failure to achieve Financial closure Notwithstanding anything to the contrary contained in this Agreement, in the event that Financial closure does not occur, for any reason whatsoever, within the period set forth in GC Clause 2.9 or the extended period provided thereunder, all rights, privileges, claims and entitlements of the Concessionaire under or arising out of this Agreement shall be deemed to have been waived by, and to have ceased with the concurrence of the Concessionaire, and the Concession Agreement shall be deemed to have been terminated by mutual agreement of the Parties. However, instead of terminating this Agreement as provided in this Clause 21.2, the Parties may by mutual agreement extend the time for fulfilling the Conditions Precedent. For the avoidance of doubt, it is agreed that in the event the Parties hereto have, by mutual consent, determined the Effective Date to precede the financial closure, the provisions of this Clause 21.2 shall not apply. 21.3. Substitution Agreement 21.3.1. This Agreement shall not be assigned by the


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Concessionaire in any manner or through any device or arrangement, directly or indirectly. Provided, however, subject to the provisions of this Agreement, Senior Lenders may be given the right of substitution in accordance with terms hereof and under the Substitution Agreement executed as a condition precedent in the form annexed hereto as Annexure -I. 21.3.2. The Senior Lenders may exercise the rights to replace the Concessionaire with a Nominated Company as per terms provided in the Substitution Agreement, provided that the Nominated Company substituting the Concessionaire shall enjoy all rights and be responsible for performing/ fulfilling all obligations of the Concessionaire under this Agreement. Provided that in the event the Senior Lenders are unable to substitute the Concessionaire by Nominated Company as per the provisions of the Substitution Agreement, Authority/ULB may in its sole discretion either decide to find a substitute entity itself or shall proceed to terminate the Agreement.


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22. SUBSTITUTION OF THE CONCESSIONAIRE

22.1. Substitution by Lenders’ Representative In the event of Concessionaire’s default, Authority shall, if there be any Lenders, send copy of the Termination Notice to the Lenders’ Representative to inform and grant 15 (fifteen) days to the Lenders’ Representative, for making representation on behalf of the Lenders stating the intention to substitute the Concessionaire. In case Authority receives representation on behalf of the Lenders, within the aforesaid period, Authority shall withhold the termination for period not exceeding 180 (one hundred and eighty) days, for enabling the Lenders’ Representative to exercise the Lenders’ right of substitution in accordance with the Substitution Agreement, and substitute the Concessionaire with Nominated Company. 22.2. Substitution by ULB In the event that no company is nominated by the Lender’s Representative to act as the Nominated Company or the company nominated by the Lenders’ Representative in terms of Clause 22.1 is not acceptable to Authority. Authority may either substitute the Concessionaire with its own Nominated Company in accordance with the Substitution Agreement or terminate the Agreement with consultation of ULB. 22.3. Substitution Process While carrying out substitution, the Lender’s Representative or Authority, as the case may be, shall invite competitive bids from the prospective parties for acting as the Nominated Company and substituting the Concessionaire. Such Nominated Company shall have to agree to bear all the liabilities of the Concessionaire in terms of this Agreement and Financing Agreement. 22.4. Consequences of Substitution Authority shall grant, to the Nominated Company, the right to develop, design, finance, construct, operate and maintain the Project (including entering into Sub-Contracts) together with all other rights of the Concessionaire under this Agreement, subject to fulfilment of the Concessionaire’s entire obligation under this Agreement by such Nominated Company, for the remainder of the Term of this Agreement. Such rights shall be granted by theAuthority through the novation of the Agreement, if applicable, in favor of the Nominated Company.


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Authority shall also execute new Substitution Agreement with the Nominated Company and the Lenders, if there be any. All Sub-Contracts and agreements in respect of the Project including Financing Agreements and all Sub-Contracts executed by the Concessionaire shall stand transferred and novated in favor of the Nominated Company. Further all rights of the Concessionaire on the Site and Project Assets in terms of the Agreement shall stand transferred and novated in favor of the Nominated Company. All approvals/clearances of ULB received by the Concessionaire shall stand transferred and novated in favor of the Nominated Company. The Concessionaire shall get replaced by the Nominated Company for all purposes related to the Project.

II SPECIAL CONDITIONS OF CONCESSION AGREEMENT

No. of GC Clause

Amendments of, and Supplements to, Clauses in the General Conditions of Concession Agreement. The SCC shall irrespective of anything contrary contained in GCC prevail over GCC.

1.3 1.3.3

The addresses are:

ULB: ________________________ Attention: ________________________ Facsimile:________________________

E-mail: _______________________

Contact No: _______________________

Concessionaire/Agency: ______________________________ Attention: ______________________ Facsimile: __________________

E-mail: ________________


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Contact No: _______________________

Notice will be deemed to be effective as follows: (a) in the case of personal delivery or registered mail, on delivery; (b) in the case of fax, 72 (seventy-two) hours following confirmed transmission; (c) In the case of email, 72 (seventy-two) hours following confirmed transmission; and

1.5 The authorized representatives are:

For the ULB: ______________________________ For the Concessionaire/Agency: ________________________________

2.1 TheTerm for the Projectshall be valid from the effective date till the completion of 10 years of Operation & Maintenance of Fresh MSW Processing Facility. This term shall be extendedfurther for 5 years with mutual consent of all parties.

2.2 (a) Deleted

2.2 (b) “Stipulated Date of Completion”

A. Stipulated Date for Set up/ Commissioning of Bio-Mining Facility shall be 3 months(“Construction Period”) from date of signing of Concession Agreement or consent to establish issued by State Pollution Control Board, whichever is later.

B. Stipulated Date of Completion for Reclamation and Remediation Works shall

be31.03.2021 OR6 Months from the date of Commercial Operation Date of Bio-MiningFacility.

C. Stipulated Date for Set up/ Commissioning of Fresh MSW Processing Facility

shall be 4 Months(“Construction Period”) from date of signing of Concession Agreement or consent to establish issued by State Pollution Control Board, whichever is later.

D. Stipulated Date of Completion for Fresh MSW Processing Works shall be 10

Years from the date of Commercial Operation Date of Fresh MSW Processing Facility with a provision of further extension of 5 years as per mutual consent of all parties.

2.5.8 The termination payments payable in case of occurrence of Force Majeure is as follows:

If Termination is on account of any of the Force Majeure Events, the Authority/ULB shall return the Performance Security to the Concessionaire/Agency. The Concessionaire/Agency shall only be entitled to payment of unpaid and due ProcessingFee&Reimbursement Fee for development of Allied Infrastructure on


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proportionate basis for the Work undertaken in accordance with term hereof prior to Termination Date. The Concessionaire/Agency shall take appropriate Insurance Cover for hedging risks associated with the events of Force Majeure.

2.6.3 The following shall be the termination payments payable upon termination of the Concession Agreement:

a) Upon termination on account of a Concessionaire/Agency Default during the Term, the ULB shall be entitled to terminate this Concession Agreement and Authority/ULB shall encash & forfeit the Performance Security of the Concessionaire/Agency. In such event, the Concessionaire/Agency shall only be entitled to the payments against the Processing Fee & Reimbursement Fee for development of Allied Infrastructureon proportionate basis due for the Work done till the Termination Date. The ULB shall not make any other payment.

b) Upon termination on account of ULB Default, the Authority/ULBshall return the Performance Security to the Concessionaire/Agency and ULB shall pay the unpaid and due Processing Fee & Reimbursement Fee for development of Allied Infrastructureon proportionate basis for the Works rendered in accordance with term hereof prior to Termination Date.

2.9.4 The Liquidated Damages which shall be leviedat the rate of 0.2% of the Performance Security for each day’s delay in non-fulfillment of the Conditions Precedent by the Concessionaire/Agency.

2.9.5 The Liquidated Damages which shall be levied at the rate of 0.2% of the Performance Security for each day’s delay in non-fulfillment of the Conditions Precedent by the ULB.

3.1.5 The Concessionaire/Agency shall furnish an irrevocable and unconditional bank guarantee from a scheduled commercial bank as per specified format in Annexure C, for an amount equivalent to INR [**]1as Performance Security valid for a period of 90 (ninety) days after the Transfer Date.

deleted deleted

3.4 b) The Insurance Cover required to be taken out and maintained by the Concessionaire/Agency for the purpose of this Concession Agreement shall include (but not limited to):

a) comprehensive third-party liability insurance including injury to or death of personnel of the ULB caused by the Project activities;

b) liability to third parties for goods or property damage;


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c) workmen's compensation insurance; d) any other insurance that may be necessary to protect and sustain the Project, the

Equipment therein, the Concessionaire/Agency and its employees, including for all Force Majeure Events that are insurable at commercially reasonable premiums and not otherwise covered in items (a) to (c) above.

3.6 In the event the Concessionaire/Agency does not abide by or fulfill the aforesaid obligations as set out in Scope of Work in Annexure A, SC Clause 2.2 (b) and in this clause then the Concessionaire/Agency shall be liable to pay any and all penalties and fines which may be levied by the ULB or Government Instrumentality responsible for monitoring the non-compliance of any violation of Applicable Laws pertaining to the environment including but not limited to the SWM Rules, 2016.

A. In case the quantityprocessed in a month by the Concessionaire/Agencyis less than 90% of the quantity to be processed in a month in accordance to the Reclamation and Remediation Plan, the Concessionaire/Agency shall be liable to pay Liquidated Damages of Rs. 2,00,000 in that Month and shall be deducted in the Processing fee payment for that month. For the purpose of illustration, if according to the Reclamation and Remediation Plan,if the concessionaire/agency is required to process 50,000 Tonnes of legacy waste in a month, but reclaims only 35,000 Tonnes of Legacy Waste in a month, then the Liquidated Damages of INR 2,00,000 shall be applicable because the concessionaire was supposed to process minimum 90% of50,000 = 45,000 but processed only 35,000.

B. If the Concessionaire/Agency fails to remediate the dumpsite within the

stipulated date of the Concessionaire/Agency, he shall be liable to pay Liquidated Damages equivalent to 1.5% of Performance Security for per month of delay. Recovery of such Liquidated Damages shall be without prejudice to the other rights of the ULB under this Concession Agreement, including the right of termination.

C. If the concessionaire agency fails to achieve processing of daily target and

supplied quantity of MSW as specified in GC Clause 3.16 (b) and creates back log of more than 3 days quantity, then concessionaire/agency shall be penalized at the rate of double the per ton processing of fresh waste for the backlog quantity beyond 3 days quantity.

D. During the Concession Agreement period for the operationsof the project

facility if penalties/fines are levied by the Government Instrumentality (SPCB, CPCB, NGT etc.) due to non-compliance to statutory standard, guidelines, rules, regulations, conditions of consent, all such fines shall be paid by the Concession Agreement/Agency.


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E. The Concessionaire/Agency shall ensure that it shall not generate processing rejects more than 20% (twenty percent) of theMonthly Legacy Waste & Fresh MSW quantity Processed.If the processing rejects/inerts exceeds the maximum limit of 20% in a month; then per ton processing fee for respective work shall be levied on the excess reject quantity, adjusted in the monthly bills. For the purpose of illustration: If 50,000 Tonnes quantity is processed in month then maximum 10,000 Tonnes Rejects would be allowed to be generated. However, if concessionaire generates 12,000 Tonnes in that month, then he shall be penalized for excess 2000 Tonnes quantity @ of applicable processing fee for the respective work. Adjusted in monthly processing fee.

For the avoidance of doubt, it is clarified that the provisions of this SC Clause 3.6 shall not be applicable for any default in complying with the Key Performance Indicators, and the Liquidated Damages payable for such default has been expressly specified in Annexure B of this Concession Agreement.

3.20 The Concessionaire/Agency shall comply with and conform to the following transfer requirements (“Transfer Requirements”):

a) transfer the reclaimed and remediated dumpsite, free and clear of all Encumbrances upon issuance of Completion Certificate for Reclamation and Remediation Works or expiry of the Concession AgreementPeriod or termination of this Concession Agreement, as the case may be within 30 days.

b) deleted

c) Demobilize personnel, equipment, plant and machinery deployed for the Project from the Dumpsite upon issuance of Completion Certificate for Reclamation and Remediation Works and from the Site upon expiry of the Term;

d) Demobilize personnel from the Fresh MSW Project Site and transfer equipment, plant and machinery in functional condition deployed for the Project at the Fresh MSW Project Site to the ULB upon issuance of Completion Certificate for Fresh MSW Processing Works or expiry of the Concession Agreement Period or termination of this Concession Agreement, as the case may be.

e) transfer and/or deliver all Applicable Permits relating to the Works to the extent required and permissible under Applicable Laws to the ULB;

f) execute such deeds of conveyance, documents and other writings as the ULB may reasonably require for conveying, divesting and assigning all the rights, title and interest of the Concessionaire/Agency in the Project, including the right to receive outstanding insurance claims to the extent due and payable to the ULB or its nominee; and

g) comply with all other requirements as may be prescribed or required under Applicable Laws for completing the transfer and assignment of all rights, title and interest of the Concessionaire/Agency in the Project, free from all Encumbrances, absolutely unto the ULB.

Vesting Certificate


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The transfer of all rights, title and interest in the Project Site shall be deemed to be complete on the date when ULB has issued the Completion Certificate for entire scope of Works and has paid all remaining dues including any part of the Processing Fee payable to the Concessionaire/Agency (after deducting any Liquidated Damages payable by the Concessionaire/Agency) in accordance with the Concession Agreement. In such case, the ULB shall, without unreasonable delay, thereupon issue a certificate of vesting ("Vesting Certificate for MC <<Name of ULB>>”)

deleted

The issuance of the abovementioned certificates will have the effect of constituting evidence of transfer by the Concessionaire/Agency of all of its rights, title and interest in the Project in the ULB pursuant hereto. It is expressly agreed that any defect in the Transfer Requirements shall not in any manner be construed or interpreted as restricting the exercise of any rights by the ULB or its nominee on, or in respect of, the Project, even if, all the Transfer Requirements have been complied with by the Concessionaire/Agency.

For the avoidance of doubt, the cost of fulfilling the Transfer Requirements shall be solely borne by the Concessionaire/Agency.

3.18 Only if the financial burden due to a Change in Law exceeds Rs 15,00,000 the provisions of GC Clause 3.18 and the mechanism set out thereof shall be applicable.

6.2 The ULB shall be obligated to pay the Concessionaire/Agency the Processing Fee & Reimbursement Fee for Development of Allied Infrastructure within 15 (fifteen) days of submission of invoices to the ULB.


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8.2

Disputes shall be settled by arbitration in accordance with the following provisions: Dispute Settlement 8.2 (i) Any dispute, controversy, or claim arising out of or relating to this Concession

Agreement, or the breach, termination or invalidity thereof, which could not be settled amicably, shall be settled by arbitration in accordance with the Arbitration & Conciliation Act:

(ii) Each dispute submitted by a Party to arbitration shall be heard by a sole

arbitrator appointed mutually by Parties in accordance with the Arbitration & Conciliation Act. In case the selection of arbitrator is not mutually agreed upon, then chairman/ HOD/ of the institute of Engineers shall be consulted as Arbitrator.

(iii) Arbitration shall be conducted subject to and in accordance with Arbitration &

Conciliation Act. (iv) The language of the arbitration shall be English. (v) The seat of Arbitration shall be at Hyderabad (vi) The Arbitrator shall make a reasoned award (the “Award”). Any Award

made in any arbitration held pursuant to this Clause 8.2 shall be final and binding on the Parties as from the date it is made, and the Concessionaire/Agency and the ULB agree and undertake to carry out such Award without delay.

(vii) The Concessionaire/Agency and the ULB agree that an Award may be

enforced against the Concessionaire/Agency and/or the ULB, as the case may be, and their respective assets wherever situated.

(viii) This Concession Agreement and the rights and obligations of the Parties

shall remain in full force and effect, pending the Award in any arbitration proceedings hereunder.


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ANNEXURE- A

Scope of Work

Upon execution of the Concession Agreement, the Agency shall undertake following activities: The total scope of work of the Agency include the following major activities but not limited to

I. Remediation & Reclamation of Dumpsite through Bio-mining II. Development and O&M of the MSW processing

Upon execution of the Concession Agreement, the Agency shall undertake activities as detailed out below:

I. Remediation & Reclamation of Dumpsite through Bio-mining 1. The project information and Site details has been provided in Appendix-V of the RFP

document. 2. Set up processing facilities to process existing legacy waste of the ULB through Bio-

mining, processing, resource recovery, disposal and handover reclaimed land within stipulated period

3. Provision, installation, operation and maintenance of plant, mechanical machineries, processing infrastructure facilities and amenities for excavation, sieving of the excavated MSW, storing the segregated materials, reuse, marketing, selling, and transporting them from the project site. Provide adequate number of processing machines & manpower for achieving its daily target quantity in Metric Tons of Waste per day as per Concession agreement. Provide on-site storage facility for various fractions recovered from processed Waste. Construction of temporary shed, platform and creation of facilities for handling, separating, segregating, storing and quantifying of the excavated MSW and processing material

4. Provide adequate lighting system for easy operations in the working area as well as to the access ways. Provide utilities such as drinking water facilities and sanitary facilities (preferably washing/bathing facilities for workers) and safety provisions including health inspections of workers at site shall be carried out. Construction/Provision of temporary site office, water, power, sanitation facilities to workers as per statutory standards.

5. Provide fire protection measures and safety equipment for all workers at the site. 6. Entrance into the Project Site from outside the Site shall be restricted to one point.

However, several emergency exits may be provided.


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7. Ensure adequate power back-up for smooth operation of the machinery and equipment installed.

8. The Agency shall carryout Total Station/ Drone Survey (layout & contour map in AutoCAD) of complete site including area earmarked in which Bio-mining is to be done. Survey maps (layout, contour etc.) shall be certified by the Independent Assessment Agency/ IAA / Engineer-in-charge. The survey shall be done at the time of possession of the site as well as at the time of submission of each running / monthly bill.

9. The initial Total Station Survey/Drone Survey carried out by the Concessionaire/Agency in consultation with the ULB/Authority for the project sites before signing of this concession agreement, it shall be paid by the ULB/Authority.

10. The Concessionaire/Agency shall carry out all necessary site investigations & studies for layout planning, plant design, foundation requirements etc.

11. The contactor/agency shall ensure proper storm water drains in & around the sites for safe evacuation of rainfall & surface run-off in order to avoid flooding & excess Leachate generation.

12. The Agency shall ensure processing of the Legacy Waste in accordance with “CPCB Guidelines for Disposal of MSW Legacy Waste (Old Municipal Solid Waste)-February 2019”and applicable statuary norms and its amendments time to time for handling Legacy Waste and other applicable waste management rules.

13. In case of an outgoing pandemic such as Covid-19 during the project period, the agency shall adhere to all applicable guidelines and rules released by regulatory authorities such as CPCB, SPCB, SBM etc. to take measures against the pandemic.

14. The Agency shall take necessary steps and processes to minimize environmental pollution while carrying out remediation/ reclamation of legacy waste at the dumpsite. The Agency shall take all reasonable steps to ensure that there is control of odour, dust and leachate, flies, rodents and bird menace and fire hazards in and around the dumpsite during the period of reclamation.

15. The Agency shall carry out baseline environmental survey of the sites. Set a soil, air and ground water quality environment baseline record (in accordance with IS: 2720) and ground water baseline (in accordance with IS: 10500)

16. Monitor ground water quality, work zone air quality and ambient air quality monitoring within and around the site from authorized NABL accredited laboratories/agencies and submit the report on quarterly basis/ as per statutory guidelines & conditions of consent.

17. Monitor and measure noise levels at the site and isolate of the facility boundary and surrounding area.

18. The Concessionaire/Agency shall take all Applicable Permits, approvals, clearances and comply with the statutory & applicable norms therein from time to time. The Concessionaire/Agency shall be responsible to take EIA (Environmental Impact Assessment) /EC (Environmental Clearance) if applicable. To obtain, maintain and renew all the Applicable clearances, permits, approvals as required for the project implementation, operation & maintenance.


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19. The portion of dumpsite shall be separated and earmarked. A minimum available vacant area will also be earmarked to set up their plant and machinery for segregation.

20. Carrying out the entire project work in accordance with the Detailed project plan and schedule proposed by agencyand approved by the ULB.

21. The Legacy waste shall be spread out in windrows for drying and bio-cultures shall be used in accordance to “CPCB Guidelines for Disposal of MSW Legacy Waste (Old Municipal Solid Waste)-February 2019 (point 4.1)

22. Packing, storing, stacking, selling, diverting for recycling & marketing and transportation of all Useful recovered materials (such reusable and Recyclable, Compost, Soil Conditioner, C&D, Soil, RDF any other by-product materials) to appropriate vendors within thirty days of segregation at the cost of the Agency, without accumulation in the storage facility at the project site beyond thirty days. Agency shall be responsible for the sale, marketing & transportation of Refused Derived Fuel (RDF) from the project site to the nearby Cement Plants, Waste to Energy Plants, Thermal Plants & other suitable industries. ULB shall assist in sale and marketing of all recovered materials.

23. The Agency shall make reasonable endeavours to maximize the utilization of the Waste from the site and for this purpose shall ensure maximum material is recovered by the Agency so as to produce products/outputs such as soil enricher/compost, recyclables, RDF and products etc as per applicable norms

24. Rejects to be stacked at an earmarked area of the project site as per instruction of Engineer – in- charge/ IAA in compliance to SWM 2016 Rules & applicable norms until a Regional SLF will be planned and commissioned by ULB/Authority/ District Collector. Not more than 20% rejects of biomining shall be allowed to dispose based on the baseline quantity and routine physical-chemical reports of dumpsite in consultation with Engineer – in- charge/ IAA. Record of the residual solid waste/ reject’s disposal quantity shall be maintained by the Agency.

25. While reclaiming and excavating MSW from the present open dumpsite following aspects must be handled carefully

a. Exposure to hazardous material, leachate, gases, odour etc. b. Contaminated wastes that maybe uncovered during reclamation operations

require special handling and disposal requirements c. Precautions must be taken while excavating as it releases gases like methane,

Sulphur dioxide and other gases which causes explosion and fire 26. Hazardous waste such as physical, chemical, biological, reactive, toxic, flammable,

explosive or corrosive waste, if found, during excavation, sorting or segregation shall be handled as per the Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016.

27. Handover any domestic biomedical waste if found during excavation, sorting/segregation to the nearest biomedical waste facility. This waste shall be handled as per Biomedical Waste Management Rules, 2016.

28. The record of weighment of processed waste, recovered material sold to recyclers and also the rejects shall be maintained after measuring their weight in computerized


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weigh-bridge. All materials, recyclables going out of the site boundary and rejects stored separately have to be weighed and record to be maintained by the Agency. Data of weighbridge shall be maintained properly for the entire concession period with backup server facility and shall be provided as & when required by ULB and other competent authorities.

29. The revenue or the income from the sale of the segregated Useful recovered Material such as reusable and Recyclable, Compost, Soil Conditioner, C&D, Soil, RDF or any other by-product materials shall go to the Concessionaire/Agency’s account. However, before selling the recovered material the Agency, at its own cost, will conduct a laboratory testing of such materials from an NABL accredited laboratory, for the parameters as recommended by the SWM Rules 2016, SWM Manual & Authority/ULB.

30. The portion of land shall be earmarked for the disposal of daily fresh waste brought by ULB and it should be separated from the rest of the Bio-mining site.

31. The Agency also needs to cater processing of incoming fresh waste to the project sites through Bio-Mining facility till the commissioning of Fresh MSW Processing Facility. This fresh waste quantity shall be considered as Legacy Waste quantity till the commissioning of Fresh MSW Facility as per Stipulated Time Period and shall be paid at the Per Ton Rate of Bio Mining of Legacy Waste. The Agency shall, in consultation with Authority, designate an area within the dumpsite for deposition of fresh solid waste. All Fresh waste shall be dumped in the dumping site only at designated locations and layout plan in consultation with ULB. This accumulated fresh waste shall be quantified through weighbridge data or Total Station Survey [Volume (cum) * Density (0.6 MT/cum)]

32. Carry out levelling of the ground surface by bulldozers/grader/roller compactor or any other earth suitable equipment after bio-mining activities.

33. Provide security arrangements for machineries, equipment etc. at the cost of the Developer / Agency.

34. Recovered C&D waste shall be the sole responsibility of the Agency, it is to be disposed of in compliance with the norms & instructions of Engineer in Charge for the ULB.

35. Complete the work within the time period stipulated in the Concession Agreement. 36. Subject to terms and conditions in the Concession Agreement., at the end of the Term,

the Agency shall vacate the dumpsite, as the case may be, along with its equipment and facilities used and handover the reclaimed area for the desired / planned purpose within 30 days of reclamation.

37. Ensure use of only covered body vehicles for the transportation of construction materials, legacy waste & recovered materials from legacy waste at the cost of the Agency

38. The Agency shall ensure that ULB is provided with adequate information of any event or any other matter affecting the Project Facilities to enable them to control/minimize any adverse consequences.


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39. The frequency and formats for the reports to be submitted shall be finalized in consultation with the Authority and form part of the O&M Plan and Operations Protocol and as mentioned in the agreement.

40. The following data should be included in the progress reports submitted by the Agency: a) Monthly excavated waste quantity with extent of area reclaimed (By attaching

copies of all technical surveys like Total Station Survey/Drone Survey/ Geo Technical).

b) Quantity of waste recovered in each day& monthincluding RDF, recyclable material, soil, soil conditioner, C&D and residual solid waste, inerts etc. as far as category wise.

c) Leachate generation and management reports d) Inert and Product Quality test reports as and when made.

II. Development and 10 years of O&M of the MSW processing facility 1. The project information and Site details has been provided in Appendix-V of the RFP

document. 2. Agency shall be responsible for designing, building, testing, commissioning,

operation & maintenance of Fresh MSW Processing facility through suitable technologies as specified in SWM Rules- 2016 & SWM Manual. Preferred Technologies are: Windrow Composting Technology with Material Recovery Facility, Refuse Derived Fuel (RDF), Bio-methanation plant etc.

3. The Agency shall implement, operate & maintain the fresh MSW processing facility including windrows composting process in compliance with SWM Rules, 2016 and CPHEEO 2016 MSWM Manual.

4. In case of an outgoing pandemic such as Covid-19 during the project period, the agency shall adhere to all applicable guidelines and rules released by regulatory authorities such as CPCB, SPCB, SBM etc. to take necessary measures against the pandemic.

5. The Agency shall procure all necessary project assets (i.e. Plant and Equipment) including equipment, vehicles, machineries and others required for the successful execution of the treatment Project and ensure their timely maintenance, replacement and capacity augmentation, as the case may be, during the entire duration of the Concession. Also, the Agency shall ensure appropriate use of existing infrastructure available at the processing site.

6. To store, use, appropriate, market and sell or dispose all the products obtained after the processing and treatment of the waste (including compost, electricity, methane, CNG and Residual Inert Waste) and to further retain and appropriate any revenues generated from the sale of such products;

7. To sell or otherwise dispose of all recyclables in compliance to statutory guidelines & applicable rules.

8. All the necessary regulatory approvals should be taken prior to the commencement of plant construction.


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9. To obtain, maintain and renew all the Applicable clearances /permits as required for the project implementation, operation & maintenance.

10. Ensure arrangement for water and power supply at site at its own cost. 11. Provide adequate lighting system for easy operations in the working area as well as to

the access ways. Provide utilities such as drinking water facilities and sanitary facilities (preferably washing/bathing facilities for workers) and safety provisions including health inspections of workers at site shall be carried out.

12. Ensure adequate power back-up for smooth operation of the machinery and equipment installed.

13. Access to the Project Site provided by Authority shall have to be maintained by the Agency to have easy movement of vehicles etc.

14. Shall be responsible for all the health, security, environment and safety aspects of the Project at all times during the Concession Period.

15. Ensure that the Project Sites remain free from all encroachments as it was handed over by the ULB.

16. Pay all Taxes, duties and outgoings, including utility charges relating to the Project Facilities.

17. The Agency shall also set up a leachate treatment facility catering to Project Facilities (Bio-mining Facility & Fresh MSW Processing Facility) in accordance of applicable rules and regulations.

18. To adhere to the construction requirements as per the details project plan to be prepared by Agency and approved by ULB/ Authority and standards/ guidelines for construction as per BIS, Solid Waste Management Rules, 2016 and other applicable standards/ guidelines.

19. Provide fire protection measures and safety equipment for all workers at the site. 0 20. Entrance into the Project Site from outside the Site shall be restricted to one point.

However, emergency exits may be provided in accordance with the Building Bye laws.

21. Agency shall be responsible for the sale, marketing & transportation of Refused Derived Fuel (RDF) from the project site to the nearby Cement Plants, Waste to Energy Plants, Thermal Plants & other suitable industries.

22. Rejects to be stacked at an earmarked area of the project site as per instruction of Engineer – in- charge/ IAA in compliance to SWM 2016 Rules & applicable norms until a Regional SLF will be planned and commissioned by ULB/Authority/ District Collector. Not more than 20% rejects of MSW Processing shall be allowed to dispose. Record of the residual solid waste/ reject’s disposal quantity shall be maintained by the Agency.

23. Be responsible for the sale, marketing & transportation of all recovered materials (such reusable and Recyclable, Compost, Soil Conditioner, C&D, Soil, RDF any other by-product materials) to appropriate vendors. ULB shall assist in sale and marketing of all recovered materials.

24. The record of weighment of processed waste and recovered material sold to recyclers and also the rejects shall be maintained after measuring their weight in computerized


Basis (Vol-2)

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weigh-bridge. All materials, recyclables going out of the site boundary and rejects stored separately have to be weighed and record to be maintained by the Agency.

25. The revenue or the income from the sale of the segregated Useful Material such as reusable and Recyclable, Compost, Bio-CNG, Soil Conditioner, C&D, Soil, RDF or any other by-product materials shall go to the Concessionaire/Agency’s account. However, before selling the recovered material the Agency, at its own cost, will conduct a laboratory testing of such materials from an NABL accredited laboratory, for the parameters as recommended by the SWM Rules 2016, SWM Manual & Authority

26. Adequate measures to avoid trespassing shall be taken by the Agency. 27. Ensure adequate power back-up for smooth operation of the machinery and

equipment installed. 28. Allied Infrastructure such as Approach Road, Internal Road, Storm Water Drain,

Compound Wall, Weighbridge, WB Cabin, Security Cabin, CCTV, Street Lighting, Water & Power Connection, Green belt shall be set up by the concessionaire/agency after due approval of the Dist. Collector upon certification by the Engineering Wing as nominated by The Dist. Collector. The concessionaire/agency shall complete the execution of the works within 3 months from the date of approval of the collector. On completion & certification the ULBs/District Collector/Authority shall reimburse the amount. The Collector shall approve the work design & cost within 15 days of the receipt of work details by the Agency.

29. Entire Allied Infrastructure and project facility shall be maintained by the concessionaire/Agency during the entire concession period at its own cost

30. Provide security arrangements for machineries, equipment etc. at the cost of the Developer / Agency.

31. Recovered C&D waste shall be the sole responsibility of the Agency to be disposed of in compliance with the norms & instructions of Engineer in Charge for the ULB.

32. Hazardous waste such as physical, chemical, biological, reactive, toxic, flammable, explosive or corrosive waste, if found, during excavation, sorting or segregation shall be handled as per the Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016.

33. Handover any domestic biomedical waste if found during excavation, sorting/segregation to the nearest biomedical waste facility. This waste shall be handled as per Biomedical Waste Management Rules, 2016.

34. Complete the work within the time period stipulated in the Concession Agreement. 35. The Agency shall ensure that ULB is provided with adequate information of any

event or any other matter affecting the Project Facilities to enable them to control/minimize any adverse consequences.

36. The frequency and formats for the reports to be submitted shall be finalized in consultation with the Authority and form part of the O&M Plan and Operations Protocol.

37. The following data should be included in the progress reports submitted by the Agency:


Basis (Vol-2)

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a. Monthly Quantity (By attaching copies of weighbridge of Incoming Waste, Processed Waste, recovered material &Rejects).

b. Quantity of waste recovered in each day & month including RDF, recyclable material, soil conditioner, C&D and residual solid waste etc. as far as category wise.

c. Leachate generation and management reports d. Inert and Product Quality test reports as and when made.

A. Role of the Authority

1. To appoint Independent Assessment Agency (IAA) /Project Management Consultant (PMC) to monitor, supervise, and review Agency’s progress against the submitted timelines and verify and approve the Agency’s monthly/running bills.

2. Authority shall make timely payments to the IAA. 3. In case of delay or no payment from ULB to Concessionaire/Agency beyond stipulated

period as per Concession agreement, the Concessionaire/Agency may put up the copy of the invoice to Authority and the Authority shall ensure the payment within 30 days.

4. The initial Total Station Survey/Drone Survey carried out by the Concessionaire/Agency in consultation with the ULB/Authority for the project sites before signing of this Concession Agreement shall be paid by the ULB/Authority.

5. Regional/ Common Sanitary Landfill Facility (SLF) for the disposal of inerts/ process rejects/ process residue shall be planned and commissioned by ULB/District Collector/Authority.

B. Role of the ULB

1. Provide possession of Dumpsite for Remediation & Reclamation through Bio-mining, Land for Fresh MSW Processing Facility as per Concession Agreement.

2. Land Lease Agreement shall be signed at the rate of Re. 1 3. Authority shall approve the Implementation Plan submitted by the Agency within a

stipulated time. Authority shall, where appropriate, coordinate/assist Agency in securing Applicable Approval.

4. Handover the dumpsite for Bioremediation of legacy waste as per Concession agreement. Agency can use the land for the purpose of this project only till concession period or termination of concession agreement whichever is earlier.

5. Handover the existing infrastructure of Processing assets, deployed and used at Project Site, on as is where is basis to the Agency as per Concession Agreement.

6. The ULB shall Assist to the Concessionaire/Agency to seek approvals, permissions & authorization in a timely manner which Agency may require in connection with implementation of the project & the performance of its obligation.

7. Assist in getting connection for water and electricity supply at Project Site(s).


Basis (Vol-2)

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8. Shall assure a minimum daily waste input of desirable quantity (in TPD) for the processing plants i.e. minimum 65% of proposed processing plant capacity at processing facility on daily basis;

9. ULB shall validate the data provided by the Agency in monthly progress reports after seeking comments of the IAA;

10. Have right over assets and technology in case of Termination or expiration of Concession Period, whichever is earlier;

11. Regional/ Common Sanitary Landfill Facility (SLF) for the disposal of inerts/ process rejects/ process residue shall be planned and commissioned by ULB/District Collector/Authority. ULB Shall handle the rejects/inerts form Bio-Mining & Fresh MSW Processing Activities including but not limited to transportation of it.

12. Allied Infrastructure such as Approach Road, Internal Road, Storm Water Drain, Compound Wall, Weighbridge, WB Cabin, Security Cabin, CCTV, Street Lighting, Water & Power Connection, Green Belt shall be set up by the bidder after due approval of the Dist. Collector upon certification by the Engineering Wing as nominated by The Dist. Collector. The bidder shall complete the execution of the works within 3 months from the date of approval of the collector. On completion & certification the ULBs/ Collector/Authority shall reimburse the amount. The Collector shall approve the work design & cost within 15 days of the receipt of work details by the Agency

Concession Agreement for Remediation and Reclamation of Existing Dumpsite through Bio Mining, Setting up of Municipal Solid Waste Processing/Treatment Facility for Cluster of ULBs in Telangana on DBFOT Basis (Vol-2)

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ANNEXURE B

KEY PERFORMANCE INDICATORS

S.N. Key Performance Indicator Baseline requirement Default Source of measuring

data Liquidated Damages

1

Compliance with the Environmental Protection Act, 1986, Solid Waste Management Rules, 2016 and SPCB Norms & conditions of consent.

Parameters as provided in the Applicable Rules& Consents.

All incidences

► Monthly Status Report

► Random check by Independent Assessment Agency

As per the penalty and fines levied by competent Authority or Government Instrumentality responsible for regulating compliance with applicable environmental laws including but not limited to Environmental Protection Act 1986/SWM Rules 2016

2

Weighbridge is non-operational at processing facility due to breakdown. Shut down for a continuous period of 5 days

Not more than continuous period of 5 days

Breakdown/Shut down for consecutive 5 days

Daily inspection by ULB/IAA

INR 5,000 per day after 5 days.

3 Submission of Monthly Report to Independent Assessment Agency

Monthly Report All incidences

► Delay in submission of report to IAA/ULB as per the timelines provided in the Concession Agreement.

Lump sum INR 1,000per day of delay


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ANNEXURE C BANK GUARANTEE FOR PERFORMANCE SECURITY

[To be stamped in accordance with Indian Stamp Act,1899]

To __________. In consideration of “[.]”(hereinafter referred as the “Authority/ULB”, which expression shall, unless repugnant to the context or meaning thereof include its successors, administrators and assigns) having awarded to M/s_________ having its Registered office at _____________________________ (Hereinafter referred to as the “Concessionaire/Agency” which expression shall repugnant to the context or meaning thereof, include its successors, administrators, executors and assigns), a Concession Agreement dated __________________ and the same having been unequivocally accepted by the Concessionaire/Agency, resulting in a Concession Agreement valued at ______________ excluding all applicable Taxes for Works for the ________________________(Hereinafter called the “Concession Agreement”), and the Concessionaire/Agency having agreed to furnish a Bank Guarantee to the Authority/ULBas “Performance Security to secure the due , faithful and punctual discharge of and compliance with all the Concessionaire/Agency’s obligations and responsibilities in terms of and as stipulated in the said Concession Agreement for performance of the above Concession Agreement amounting to _______________________________________________. We, ……………………………..having registered office at …………….., a body registered/constituted under the ……………………….(hereinafter referred to as the Bank), which expression shall, unless repugnant to the context or meaning thereof, include its successors, administrators, executors and assigns) do hereby guarantee the due and punctual performance & discharge by the Concessionaire/Agency of all its obligations under the Concession Agreement and undertake to pay the Authority/ULB immediately on demand, without any deductions, set-off or counterclaim whatsoever, any or, all money demanded by the Authority/ULB to the extent of ___________________________as aforesaid at any time up to ______________________, without any demur, reservation, contest, recourse, cavil, arguments or protest and/or without any reference to or enquiry from the Concessionaire/Agency and without your needing to prove or show grounds or reasons for your demand for the sum specified therein. Any such demand made by the Authority/ULB on the bank shall be conclusive and binding notwithstanding any difference between the Authority/ULBand the Concessionaire/Agency or any dispute pending before any Court, Tribunal, Arbitrator or any other Authority. We agree that the Guarantee herein contained shall be irrevocable and shall continue to be enforceable till the Authority/ULBdischarges this guarantee. The Authority/ULB shall have the fullest liberty without affecting in any way the liability of the Bank under this Guarantee, from time to time to vary or to extend the time for performance of the Concession Agreement by the Concessionaire/Agency. The Authority/ULB 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/Agency and to exercise the same at any time in any manner, and either to enforce or to forbear to enforce any covenants, contained or implied, in the Concession Agreement between the Authority and ULB and the Concessionaire/Agency any other course or remedy or security available to the Authority/ULB. The Bank shall not be relieved of its obligations under these presents by any exercise by the authority/ULB of its liberty with reference to the matters aforesaid or any of them or by reason of any other act or forbearance or other acts of omission or commission on the part of the Authority/ULB or any other indulgence shown by the Authority/ULB or by any other matter or thing whatsoever which under law would but for this provision have the effect of relieving the Bank. The Bank also agrees that the Authority/ULB at its option shall be entitled to enforce this Guarantee against the Bank as a principal debtor, in the first instance without proceeding against the


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Concessionaire/Agency and notwithstanding any security or other guarantee that the Authority/ULB may have in relation to the Concessionaire/Agency’s liabilities. The Authority/ULB shall be entitled to make unlimited number of demands under this Bank Guarantee. Any demand shall be deemed to be served, if delivered by hand, when left at the property address for service; and if given or made by pre-paid registered post or facsimile transmission, on receipt. Any waivers, extensions of time or other forbearance given or variations required under the Concession Agreement or any invalidity, unenforceability or illegality of the whole or any part of the Concession Agreement or rights or any Party thereto or amendment or other modifications of the Concession Agreement, or any other fact, circumstances, provision of statute of law which might entitle the Bank to be released in whole or in part from its undertaking, whether in the knowledge of the Bank or not or whether notified to the Bank or not, shall not in any way release the Bank from its obligations under this Bank Guarantee.

(Signature of the Authorized Official)


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ANNEXURE –D

FORMAT OF COMPLETION CERTIFICATE FOR RECLAMATION AND REMEDIATION WORKS

Name of Work:……………………………………………………………………………….

Concession Agreement No. __________ Date ____________

Certified that the above-mentioned Work was completed on .................................. (Date)and reclaimed site

was taken over on ..................................................................................................... (Date) and have

Processed ……. Tonnes of Legacy Waste and have Reclaimed …………… Acres of Land from ………

(Name of Dumpsite) in ………. Municipal Corporation/Council. I have satisfied myself to best of my

ability that the Work has been done properly. Date of issue:……………

….…………………….

(IAA)/ Engineer – in - Charge

………………………..

(<<Name of the ULB>> Municipal Corporation/Council)


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ANNEXURE – E

FORMAT OF COMPLETION CERTIFICATE FOR FRESH MSW PROCESSING WORKS

Name of Work:………………………………………………………………………………………….

Concession Agreement No. __________ Date ____________

Certified that the above-mentioned Work was completed on .................................. (Date) and project site

was taken over on ..................................................................................................... (Date) and that I have

satisfied myself to best of my ability that the Work has been done properly. Date of issue:………………

….…………………….


………………………..



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ANNEXURE F Deleted


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Annexure – G

SCHEDULE –1:

CONSTRUCTION REQUIREMENTS FOR FRESH MSW WASTE PROCESSING FACILITY

1.0 General

1.1 The minimum facilities to be provided in the fresh MSW Waste Processing Facility which are to

be implemented by the Concessionaire/Concessionaire/ Agency as part of the Project have been

highlighted in this Schedule.

1.2 The Waste Processing Facilities shall conform to the minimum design requirements set out in this

Schedule and to the SWM Rules 2016.

2.0 Overall Design Parameters

2.1 Area

The area utilization for development of the Project Facilities shall be as per the Applicable Laws,

Good Industry Practices and in accordance with the Construction Requirements and O&M

Requirements.

The location of the Waste Processing Facility shall be such as to allow access from outside the

Site without transgressing the Landfill Facility.

2.2 Capacity

The Concessionaire shall design the Waste Processing Facilities so as to have the required

processing capacities of plant, machinery, equipment, sheds, platforms, storage etc. as per

requirement of this Concession Agreement.

3.0 Deleted

3.1 Weigh Bridge

(a) The Concessionaire shall provide one weigh bridge of rated capacity of 40 metric

tonnes (MT) or of suitable capacity as per instructions of Engineer In-charge.Weighing

platform shall have minimum dimensions of 12 m length and 3 m width

(b) The weigh bridge shall meet the minimum technical specifications set out in the Table

below.


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Parameter Specifications

Type Pit less Design, Fully Electronic Weighbridge

No. of platforms One

Capacity 40 MT or of suitable capacity

Resolution 5 kg (Display Increment)

Size 12m x 3m

Weighing Electronics

Micro-controller type multi-processing of weighment based digital weight indicator with

Menu driven Operations

Auto Zero /Auto Zero Maintenance

Auto Gain & Full Digital Calibration

Auto Calibration Check

Programmable Update Rate with adjustable digital averaging and auto latching

A/D Converter: 24 Bit high resolution integrated

Password Security

Parallel Printer Port & Serial EDP port

Real Time Clock

Self & Operator Diagnostics

Printer Printer of latest configuration and technology

Keyboard 105 keys IBM compatible keyboard with interface

Display Dual Display (6-digit 7 segment LED for Weight Display and 2 x 16 Character, LCD Dot Matrix Display for message).

4-inch Seven segment LED weight display (Jumbo Display)

Polarity Indication: Negative sign in display

Data Storage Facility to store 2000 truck information in the memory

UPS Adequate for 1-hour operation of the weigh bridge

Weighbridge

Construction

Rugged Fabricated Steel Structure, side girders, 8mm thick Top Deck Chequered Plate, Cross Girders, designed to take 100% Rated Load, 150% Safe Overload& 200% Ultimate Load

Load Cells 4 nos. double ended shear beam type, IP 68 class protection capacity

12 VDC/15VDC

Software To print Weighment slip consisting of Time, Date, Lorry Number, Product, Customer, Tare Weight, Gross Weight, Net


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Weight.

3.2 Municipal Solid Waste Inspection Area

The Concessionaire shall, for the purpose of inspection of Municipal Solid Waste by the IAA

cum PMC, provide a separate area (“Municipal Solid Waste Inspection Area”) in each of the

Waste Processing Facilities, which shall meet the minimum technical specifications set out in

Table below.


Platform Open platform constructed using non-suspended reinforced cement

concrete slabs

Minimum area: 50 sqm

Construction Levelling of the ground shall be done with approved earth having

permeability coefficient (to leachate) and measured in field not

greater than 1.0 x 10-7 cm/sec and subsequently compacted at

90% modified Proctor Density

50 mm thick PCC to be provided

150 mm thick RCC flooring on top of the PCC.

2% slope shall be provided for platform

Lined drains shall be provided for collection of leachate and surface run-

off

3.3 Storm Water Drainage System

The Concessionaire shall design and implement the storm water drainage system within the

Waste Processing Facilities in such a manner as to ensure that

(a) it is independent from the Leachate System;

(b) the run-off rainwater from the hinterland does not enter the Municipal Solid Waste

storage and processing area;

(c) there is no stagnation of rainwater in the Sites.

The drainage system shall be constructed so as to meet the minimum technical specifications

given below.


Design Shall have rectangular cross section

Shall be neat cement plastered


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Shall be as per the Drawings approved by the IAA/PMC/ULB/Engineering Wing.

3.4 Leachate System

(a) The Concessionaire shall,

(i) construct leachate collection tank/s and provide a leachate collection network which

shall meet the O&M Requirements;

(ii) ensure that the leachate from the Waste Processing Facilities is carried to the Leachate

Collection Tank without any stagnation (except in storage/holding tanks)

(b) The Concessionaire shall provide a leachate treatment plant (“Leachate Treatment Plant”) for the

Waste Processing Facilities of appropriate capacity but with a minimum initial capacity of 5

cum/hour with suitable technology to ensure treatment of leachate to Inland Surface Water

Standards as per IS: 2490: Part I 1981. The Leachate Treatment Plant shall be designed as a

modular unit and so as to allow for increase in capacity in line with the increase in leachate

treatment requirement.

(a) Overall design of the leachate system should be such as to ensure that there is no percolation of the

leachate into the ground and it does not come into contact with any water body.

(b) The Concessionaire however should work out the maximum leachate flow generated, depending on

the maximum prevailing rainfall intensity, Waste moisture content and area, as designed by him.

The designs of leachate collection and treatment system should be carried out for the peak flow, as

generated during the monsoon period.

3.1 Water Supply System

The Concessionaire shall provide a water supply system adequate to meet the requirements for

Processing of Municipal Solid Waste, drinking and washing purposes in accordance with Good

Industry Practice.

3.6 Quality Control Laboratory (to be outsourced)

The Concessionaire shall provide a quality control laboratory with the equipment adequate to

carry out the following tests:

(a) Municipal Solid Waste analysis and characterization

(b) Leachate quality as per Schedule IV of MSW Rules

(c) Air quality as per Schedule IV of MSW Rules.


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3.7 Worker Amenities

The Concessionaire shall provide workers amenities in the Project Facilities accordance with

Good Industry Practice.

3.8 Internal Roads

The Concessionaire shall provide good quality motorable roads within the Sites which shall meet

the minimum criteria.


Carriageway width 5 m

Pavement design Flexible pavement with the following specifications (as per

Specifications for Road and Bridge Works (latest Revision) by

Ministry of Surface Transport published by Indian Roads

Congress [IRC])

Sub-grade: CBR value of 5%

Sub-base: 200 mm thick, sand-gravel mix of 1:1, CBR value

of 20%

Base course: 150 mm thick WBM in 2 layers of 75 mm each

Asphalt base: 50 mm thick Bituminous Macadam laid with

mechanical spreaders

Seal Coat: Semi dense bituminous concrete or mixed seal

surface

3.9 Lighting

The Concessionaire shall provide, in the Project Facilities,

(a) adequate lighting system to achieve a minimum lux level of 20 for the working area;

(b) street lighting with permanent steel light posts for main internal roads and access roads;

(c ) movable heavy duty focus lamps depending on the operational requirement.

3.10 Other Electrical Works

The Concessionaire shall provide all electrical equipment and implement all electrical works in

the Waste Processing Facilities in accordance with Good Industry Practices and as per the

drawings approved by the IAA/ULB/ PMC. The Concessionaire shall provide power back-up to

ensure operation of at least the following facilities:

(a) Weigh bridge

(b) Lighting of work area


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(c ) Leachate treatment plant and circulation system

(d) Water supply system

3.11 Boundary Wall and Fencing (in consultation with ULB, depending upon the site requirement)

(a) The Concessionaire shall construct a boundary wall of minimum 4 m height, including

a barbed wire fencing of 1 m height, along the perimeter of the Waste Processing

Facilities

(b) There shall be only one entrance into each of the Waste Processing Facilities from

outside the Sites.

3.12 Green Belt

The Concessionaire shall provide a vegetative cover in a strip of width 3 m all along the

boundary wall. The species of trees for providing vegetative cover shall be approved by the

IAA/PMC/ULB at the cost of ULB, if required at site. .

3.13 Name Board

The Concessionaire shall erect two signboards, one in local language and the other in English, of

a size not less than 2 ft. by 4 ft each, adjacent to the main entrance of the Waste Processing

Facilities in a manner such that it is ordinarily visible to any person using such entrance. The

signboard shall prominently display the following text in English (and its translation in local

language) in black upper case letters on a white/yellow background:

“This property belongs to the <<Name of ULB>> Municipal Council/Corporation, and has been

handed over to M/s ___________________ for Developing, Operating and Maintaining an

Municipal Solid Waste Processing /Treatment Facility under a DBFOT (Design, Build, Finance,

Operate &Transfer Basis”.

The Concessionaire shall ensure that the signboard is maintained in good condition throughout

the Concession Agreement Period.

3.14 Windrow Platform

The Concessionaire shall, for the purpose of Processing of Municipal Solid Waste, provide

windrow platforms (“Windrows”), which shall meet the minimum technical specifications as set

out in Table below.


Platform Open platform constructed using non-suspended reinforced


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cement concrete slabs

The area of the Windrow shall be adequate for Processing the

quantity of Municipal Solid Waste as set out in the RFP

document. Cover shed and open Windrow platform to be

constructed as per standards, rules, norms, regulations, and

manuals.

Construction Levelling of the ground shall be done with approved earth

having permeability coefficient (to leachate) and measured in

field not greater than 1.0 x 10-7 cm/sec and subsequently

compacted at 90% modified Proctor Density

50 mm thick PCC to be provided

150 mm thick RCC flooring on top of the PCC.

Platform slabs shall be laid with adequate expansion and

Concession Agree mention joints to prevent leachate

percolation to the ground

2% slope shall be provided for platform

Lined drains shall be provided for collection of leachate and

surface run-off

4.0 Codes and Standards

4.1 The following standards in order of preference shall be adopted in consultation with the

IAA/PMC, unless otherwise specified:

(a) SWM Rules 2016, CPHEEO SWM Manual 2016

(b ) Bureau of Indian Standards (BIS)

(c) Suitable specification/standard devised by the IAA/PMC

(d) Any other standards specified by statute and Applicable Laws

Any other standard proposed by the Concessionaire and approved by the IAA/PMC.

4.2 All items of building works shall conform to Central Public Works Department (CPWD)

specifications for Class 1 building works and standards given in the National Building Code

(NBC).

5. 0 Procedure

5.1 Before Commencement of construction


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5.1.1 Prior to commencement of any construction activity, the Concessionaire shall finalizean

implementation plan / Construction plan for the Project in consultation with the IAA/PMC/ULB.

The Plan shall, inter alia, include:

(a) A detailed schedule of implementation for putting up and operationalizing the Project

Facilities, which shall specify at least four major milestones;

(b) The Critical Path Method (CPM) / Programme Evaluation and Review Technique

(PERT) charts or similar activity planning technique/ method for monitoring. This

would cover all stages/ aspects of implementation of the Project Facilities including

design and engineering, procurement of materials and equipment, installation,

construction and testing;

(c ) Manpower deployment plan, including the designation of key personnel for the

management and supervision of all Project-related activities. (This would include the

designation of suitably qualified personnel for areas such as Concession Agreement

administration and supervision, construction management, safety, environmental

management, plant and equipment maintenance, procurement, materials management

and quality control);

(c) A broad method statement for key items (including earth works, concrete works, structural

concrete work, and road works) setting out the methodology of construction, materials and

construction equipment mobilization/ utilization plans;

(d) Detailed Layout plan

(e) Details of the quality assurance and quality control procedures; and

5.1.2 Prior to commencement of any construction activity, the Concessionaire shall also finalize in

consultation with the IAA/PMC/ULB:

(a) an operations and maintenance plan for the Project Facilities during the Implementation

Period (O&M Plan – Implementation Period) and which shall, inter alia, include an

Environmental Management Plan,

(b) Quality Assurance Plan

5.1.3 The Concessionaire shall, in consultation with the IAA/PMC/ULB workout an appropriate

schedule for submission of documents set out in Clauses 5.1.1 and 5.1.2 of this schedule to the

IAA/PMC/ULB for review.

5.1.4 Prior to commencement of construction of any of the Project Facilities, the Concessionaire shall

have:


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(a) Obtained all such Applicable Permits as are necessary to commence construction of

such Project Facilities;

(b) Finalized such Drawings as are necessary and the Implementation Schedule in

consultation with the IAA/PMC/ULB;

(c ) Mobilized the requisite resources, personnel and organization necessary for the same

and designated and appointed suitable officers/ representatives as it may deem

appropriate with responsibility to supervise implementation of the Project and for

exchange of information with the IAA/PMC and the ULB/Authority;

(d) Finalized in consultation with the IAA/PMC/ULB a method statement setting out

details of the actual methods that would be adopted by the Concessionaire for the

construction of such Project Facilities including details of equipment and machinery

that would be used, their locations, and arrangements for conveying and handling

materials;

(e) Finalized in consultation with the IAA/PMC/ULB quality assurance and quality control

procedures to cover all aspects of the work so as to ensure the desired quality. This

would include establishment of a well-equipped functional laboratory.

5.1.5 The Concessionaire shall immediately upon commencement of Construction Works notify the

ULBof the same.

5.2 During Construction

5.2.1 The Concessionaire shall:

(a) Ensure that the construction of the Project Facilities is undertaken with minimal

inconvenience to the traffic using the existing access road to the Sites.

(b) Take precautions to avoid inconvenience to, damage to, destruction of or disturbance to

any third party rights and properties;

(c ) ensure adequate safety of the personnel deployed at the Proposed Site which would

include measures such as the provision and maintenance of barricades, and illumination

during night in consultation with the IAA/PMC/ULB;

(d) be in compliance with the Applicable Laws and Applicable Permits obtained for the

Project including the clearances obtained by the ULB/Authority;

(e) Adhere to the Implementation Plan and O&M Plan-Implementation Period;

(f) deploy adequate number of qualified and competent personnel having relevant

experience and skills for implementation of the Project and interaction with the

IAA/PMC/ULB / the Authority

5.2.2 Positions and Levels


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The Concessionaire shall be responsible for:

(a) the accurate setting-out survey control points, lines and levels of reference;

(i) the correctness of the positions, levels, dimensions and alignment of all parts of the

works;

(ii) the provision of all necessary instruments, appliances and labor in connection with the

foregoing responsibilities;

(iii) If, at any time during execution of the works, any error is noticed in the position, levels,

dimensions or alignment of any part of the Construction Works, the Concessionaire, on

being asked to do so by the IAA/PMC/ULB, shall at his own cost, rectify such errors to

the satisfaction of the IAA/PMC/ULB.

(b) The checking of any setting-out or of any line or level by the IAA/PMC/ULB shall not in any

way relieve the Concessionaire of his responsibility for the accuracy thereof and the

Concessionaire shall carefully protect and preserve all benchmarks, sight rails, pegs and other

materials used in setting-out the works.

5.2.3 Tests

(a) Various tests (“Tests”) would be undertaken for the Project as per the standards prescribed under

MSW Rules and Bureau of Indian Standards. Where no testing methods are specified by the said

standards, details of the Tests to be carried out and specifications to be achieved for the

respective Project Facilities/Construction Works or part thereof shall be agreed upon with the

IAA/PMC/ULB prior to construction.

(b) Where material properties vary from or comply only marginally with the specifications contained

in the Construction Requirements, the IAA/PMC/ULB shall increase the frequency of Testing as

appropriate at the cost of the Concessionaire.

(c) The Tests would be carried out at a location (place of manufacture, fabrication or preparation, at

site or any specialized testing laboratory) that the IAA/PMC/ULB may reasonably require, at the

cost and expense of the Concessionaire.

(d) The Concessionaire shall provide such assistance, labour, electricity, fuels, stores, apparatus and

instruments as are normally required for examining, measuring and testing any materials or plant

and shall supply samples of materials, as required by the IAA/PMC/ULB to undertake Tests

5.2.4 No part of the Construction Works shall be covered up or put out of view before the same has

been examined by the IAA/PMC/ULB.

5.2.5 The IAA/PMC/ULB may from time to time require:


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(a) removal from the sites, within such time as may be specified in its instructions, any

material, equipment, machinery or plant which, in its opinion, do not meet the standards

specified in the Construction Requirements;

(b) replacement of such improper material, equipment, machinery or plant;

(c) Re-execution, of any or part of the Construction Works which in the opinion of the

IAA/PMC/ULB do not meet the standards set out in the Construction Requirements;

(d) The Concessionaire to make boreholes or to carry out exploratory excavation for the

Project.

5.2.6 The Concessionaire shall mobilize adequate numbers of equipment, plants and machinery to

ensure adherence to the Plan.

5.2.7 The Concessionaire shall arrange for all the material requirements for the Project and disposal of

all material wastes except disposal of process rejects/inert/process residue. The Applicable

Permits in this regard would have to be obtained by the Concessionaire. All operations shall be

carried out by the Concessionaire with minimum degradation of the environment. All excessive

and unsuitable excavated materials shall be stacked at appropriate dumping places or otherwise

disposed of by the Concessionaire in consultation with the IAA/PMC/ULB.

5.2.8 Prior to making the request for the issue of CommissioningCertificate, the Concessionaire shall

submit to the IAA/PMC/ULB / the Authority the following, duly finalized in consultation with

the IAA/PMC/ULB:

(a) the Operations and Maintenance Manual for the Project (“O&M Manual”) setting out in

detail the standards, schedules, procedures, type, periodicity and other details of the

operation and maintenance activities to be carried out for the Project during the Active

Operations Period so as to meet the O&M Requirements as well as details of the

management information system to be incorporated, reports to be submitted and

procedure for reviews, and

(b) the Operations & Maintenance Plan (“O&M Plan”) for the first year of operations.

(c)Trial run in accordance with GC Clause 2.2 (e)

5.3 After Completion of Construction

Upon completion of construction but prior to issue of the CommissioningCertificate, the Sites

shall be cleared of all construction equipment, surplus materials, debris and temporary

installations and shall be left in tidy and clean manner and to the satisfaction of the

IAA/PMC/ULB.


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5.4 Reporting Requirements and Documents to be provided

5.4.1 During the period of construction of the Project (the “ConstructionPeriod”), the Concessionaire

shall submit to the IAA/PMC/ULB, Monthly Progress Reports (for each calendar month or part

thereof) within 7 (seven) days after the close of each month. The report shall review the progress

made, identify slippages, if any, and project the future activities to be undertaken (including

rectifications), operations and maintenance activities undertaken and would, inter alia, include the

following:

(a) Listing of working drawings/sketches submitted

(b) Comments of IAA/PMC/ULB, if any on the working drawings/sketches submitted

(c) Concessionaire’s response to the comments on the Drawings/sketches

(d) Listing of the "As Built" drawings submitted

(e) Progress of pre-construction activities - mobilization of plant and equipment, personnel,

site office, utility relocation etc.

(f) Concessionaire's compliance inspection report, if any required

(g) Constraints in construction

(h) Progress data with "S" curves

(i) Project data with Concession Agreement detail and sectional completion details

(j) Tests carried out, if any, and results thereof

(k) Remedial measures taken by the Concessionaire following such tests, where required

(l) Review of milestones and reasons for delay, if any

(m) Suspension of construction, if any, its reasons, duration and the steps undertaken to

resume construction

(n) All actual or potential deviations from the Implementation Plan

(o) Disagreements/ Disputes, if any, and proposed measures to be taken

(p) Maintenance activities carried out by the Concessionaire

(q) Monthly weather report giving daily temperature maximum and minimum value,

rainfall and any other significant event

(r) Injury to any personnel, its severity, cause and remedial measure(s) taken to avoid

recurrence

(s) Brief report of any accident / incident within the Sites, injury/fatality, property damage,

cause of accident and actions taken to avoid recurrence

(t) Notes of meetings between the Concessionaire and the IE cum PMC highlighting

critical decisions taken or agreements reached.

5.4.2 Within 90 days of issue of CommissioningCertificate, as the case may be, the Concessionaire

shall submit to the ULB/Authority the following documents, free of cost:


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(a) three hardcopies and two copies in electronic form (two Compact Discs) of the "as-

built" Drawings of the Construction Works which have been completed as on COD,

duly verified by the IAA/PMC/ULB, including, but without limitation, an “as-built”

survey illustrating the layout of the Project and setback lines, if any, of the buildings

and structures forming part of Project Facilities reflecting the Project as actually

designed, engineered and constructed. Such “as-built” Drawings shall be detailed,

accurately scaled and sequentially numbered, covering all relevant engineering features,

which in relation to structures shall also include cross sections in each drawing;

(b) copies of all geo-technical, meteorological reports, if any;

(c) three hardcopies and two copies in electronic form (two Compact Discs) of the

Operations and Maintenance Manual.


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SCHEDULE – 2:

OPERATIONS AND MAINTENANCE REQUIREMENTS OF FRESH MSW WASTE PROCESSING FACILITY

1.0 General

(a) The Concessionaire shall comply with the O&M Requirements set out in this Schedule and

Concession Agreement. In doing so, the Concessionaire shall ensure that the Waste Processing

Facilities are maintained to the standards and specifications as set out in the Construction

Requirements and also meet the other requirements, if any, set out in the Agreement.

(b) In the design, planning and implementation of all works and functions associated with the

operation and maintenance of the Waste Processing Facilities, the Concessionaire shall take all

such actions and do all such things (including without limitation, organizing itself, adopting

measures and standards, executing procedures including inspection procedures, and engaging

sub-concessionaires, if any, agents and employees) in such manner, as will:

(i) ensure the safety of personnel deployed on and users of the Waste Processing Facilities

or part thereof;

(ii) permit unimpaired performance of statutory duties and functions of any party in relation

to the Project;

(c) During the Operations Period and till the date of transfer of the Waste Processing Facilities, the

Concessionaire shall, in respect of the Waste Processing Facilities, ensure that:

(i) applicable and adequate safety measures are taken;

(ii) adverse effects on the environment and to the owners and occupiers of property and/or

land in the vicinity of the Waste Processing Facilities, due to any of its actions, is

minimized;

(iii) any situation which has arisen or likely to arise on account of any accident or other

emergency is responded to as quickly as possible and its adverse effects

controlled/minimized;

(iv) disturbance or damage or destruction to property of third party by operations of the

Waste Processing Facilities is controlled/minimized;

(v) data relating to the operation and maintenance of Waste Processing Facilities is

collected, recorded and available for inspection by respective agencies.

(vi) all materials used in the maintenance, repair and replacement of any of the Waste

Processing Facilities shall meet the Construction Requirements;


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(vii) the personnel assigned by the Concessionaire have the requisite qualifications and

experience and are given the training necessary to enable the Concessionaire meet the

O&M Requirements.

2.0 Operations and Maintenance Manual and O&M Plans

(a) Prior to making application for the Commissioning Certificate for the Project the Concessionaire

shall finalize in consultation with the IAA/PMC/ULB:

(i) the O&M Manual (including the formats for the reports to be submitted during the

Operations Period)

(ii) the O&M Plan for the first year of operations.

(b) The concessionaire shall submit to the IAA/PMC/ULB an annual O&M Plan for the next year of

operations or may inform only the changes made in the existing O&M Plan, if any, in the month

of November of every year after COD.

3.0 Weighment, Acceptance and Rejection of Municipal Solid Waste

3.1 Weighment of Municipal Solid Waste

3.1.1 The Concessionaire shall provide for a weigh-bridge Weighment of the Municipal Solid Waste

supplied by the ULB.

3.1.2 The Concessionaire shall record at least the following data:

(a) Date of operation

(b) Registration number of the truck supplying Municipal Solid Waste/ Lorry number

(c) Total weight of the truck

(d) Time of entry of the truck

(e) Zone/ circle/ ward from which Municipal Solid Waste has been received

(f) Empty weight of the truck

(g) Net weight of Municipal Solid Waste/ recovered materials/ recyclables/RDF/ Compost

etc.

(h) Time of exit of the truck

3.1.3 The format for recording shall be finalized in consultation with the IAA/PMC/ULB, and the same

shall be documented as part of the O&M Manual.


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3.1.4 In the event that the weigh-bridge provided in accordance with sub-clause 3.1.1 above is not in

operation, the concessionaire has to make alternative arrangements for weighing of trucks at his

own cost and expense and in a manner acceptable to the IAA/PMC/ULB . Under unavoidable

circumstances, with the written consent of the IE cum PMC, the concessionaire may use the

following to estimate quantity delivered.

W = WAVG*N

Where,

W, is the weight of Municipal Solid Waste supplied during the period for which the weigh-bridge

was inoperable

WAVG, is the average weight of Municipal Solid Waste carried per truck based on the data

available for the six Months prior to the Month in which the weigh-bridge was operable

N, is the number of truck-loads of Municipal Solid Waste accepted by the Concessionaire during

the period for which the weigh-bridge was inoperable.

However, the Weighbridge should not be in non-operation /breakdown mode beyond 5 days

continuously. If the Weighbridge is in non-operation /breakdown mode beyond 5 days

continuously, then penalty of INR 5,000 per day shall be levied on the Concessionaire by the ULB

and shall be adjusted in the monthly processing fee.

3.2 Acceptance of Municipal Solid Waste

3.2.1 The ULB shall supply MSW to the facility as per the agreed delivery schedule in consultation

with IAA/PMC/ULB.

3.2.2 The Concessionaire shall only accept the MSW supplied by the ULB and its authorized agencies..

3.2.3 Apart from visual inspection procedure, the procedure to be adopted for sampling and testing of

non-Municipal Solid Waste supplied by the ULB to ascertain whether it contains Hazardous

and/or Bio-medical Waste shall be finalized by the

IAA/PMC/ULB/Concessionaire/Concessionaire and the procedure documented as part of the

O&M Manual.

3.2.4 The concessionaire shall establish or hire requisite NABL accredited laboratory and testing

facility required for testing waste quality, leachate and other environmental monitoring required

as the prevailing regulations/ guidelines including SWM Rules, 2016 and Manual on MSW

Management, published by MoUD.

4.0 Mandatory infrastructure at project Facility :


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During the Concession Agreement period, Operations Period and until the transfer of the Waste

Processing Facility, the Concessionaire shall, unless suitably modify with consent of the

IAA/PMC/ULB and duly document the O&M Plan and/or O&M Manual, operate and maintain

the Waste Processing Facilities as detailed in the manual. The Manual shall cover the various

operational aspects which could be exhaustive but including the following:

Green Belt

Fencing

Quality Control Laboratory

Internal Roads

Lighting and other electrical works

Weigh Bridge

Waste Receipt

Waste Inspection

Waste Weighing

Waste Acceptance Criteria

Waste Unloading

MSW Processing Machinery

Storm Water Drainage System

Leachate Collection

Water Supply System

Material Storage

Maintenance Workshop

RDF Storage

MSW Receiving Area (Covered and Un-covered)

Windrow Area (Covered and Un-covered)

S. No.

Description of Mandatory

infrastructure at project Facility

Operation and Maintenance Standard

1 Weigh Bridge Calibration certification from manufacturer/ independent certification agency (approved by the IAA/PMC/ULB) to be renewed every year

Maximum period of non-operation: 5 days

Data recording and reporting format to be decided in consultation with the IAA/PMC/ULB and to form part of the O&M Plan and/or O&M Manual.


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S. No.




2 Municipal Solid Waste Inspection Area

Leachate drain around the Municipal Solid Waste Inspection Area is free from clogging and allows unobstructed flow of leachate. Maintain shape & scope of the leachate drains in the designed manner during the lifetime

No cracks/ruptures in the top RCC layer

3 Pulverization& Additive / Binder Storage and Mixing Room

Regular preventive maintenance of conveyors, pulverizer, mixer, drier etc.

Room shall be regularly maintained for leakage, painting etc.

4 RDF Conversion Room

Regular preventive maintenance of conveyors, machinery like hydraulic press, moulds / dyes, drier etc.

Room shall be regularly maintained for leakage, painting etc.

5 RDF Storage Room Room shall be regularly maintained for leakage, painting etc.

6 Storm Water Drainage System

All storm water drains are free from clogging and allows unobstructed flow of water

Maintain shape & scope in the designed manner during the lifetime

No stagnation of rain water on the Site

7 Leachate Collection and Drainage System

No overflow of leachate from the Leachate Collection Tanks

Cracks or leaks in the leachate collection and drainage system to be sealed immediately

Should be free from clogging and allows unobstructed flow of leachate

8 Leachate Treatment Plant

Maximum period of shut-down: 24 hrs.

Treated leachate to meet standards as specified in SWM Rules 2016.

No untreated leachate to be let out from the Site, unless it meets the standards as set out in the table below of this Schedule.

9 Water Supply System

Water for drinking purposes to meet IS :10500

Water supply for gardening and flushing to meet Inland


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S. No.




Surface Water standards as per Central Public Health and Environmental Engineering Organization (CPHEEO)

10 Quality Control Laboratory (Own or Hired)

Quality and calibration certification from manufacturer/independent certification agency (approved by the Independent Consultant) to be renewed every year

Maximum period of non-operation: 5 days

Data recording and reporting format to be decided in consultation with the Independent Consultant and to form part of the O&M Plan and/or O&M Manual.

11 Internal Roads The main roads shall be pot-hole free and in good motorable condition

12 Lighting and other electrical works

Minimum lux level of 20 in the area of operation (in case of 2 shift operations)

13 Boundary Wall and Fencing

Any breach in the boundary wall and fencing to be brought to the notice of the IAA/PMC/ULB immediately and to be sealed within 1 day

Boundary wall and fencing to be inspected at least once every week and rejects (paper, plastics etc.), if any, found trapped in the fencing to be removed promptly

14 Green Belt Maintained in accordance with O&M Plan and O&M Manual

15 Windrow Platform

Leachate drain around the Windrow platform is free from clogging and allows unobstructed flow of leachate. Maintain shape & scope of the leachate drains in the designed manner during the lifetime

No cracks in the top RCC layer

16 MSW Receiving

Area (Covered and

Un-covered)

Leachate drain around the Municipal Solid Waste Receiving Area is free from clogging and allows unobstructed flow of leachate. Maintain shape & scope of the leachate drains in the designed manner during the lifetime

No cracks in the top RCC layer

5.0 Routine Maintenance Standards


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5.1 In order to ensure smooth and uninterrupted operations, routine maintenance of the Project

Facilities, shall include but not be limited to:

(a) prompt repairs of the weigh-bridge, leachate collection drainage and treatment system,

electrical items, drains, internal roads, lighting and fencing;

(b) replacement of equipment/consumables, horticultural maintenance and repairs to

equipment, structures and other civil works which are part of the Project Facilities;

(c) maintaining the shape, scope, full cross-section of the storm water drainage system and

leachate collection and drainage system;

(d) keeping the Project Facilities in a clean, tidy and orderly condition and taking all

practical measures to prevent damage to the Project Facilities or any other property on

or near the Site;

(e) undertaking maintenance works in accordance with the O&M Plan and O&M Manual;

(f) preventing, with the assistance of law enforcement agencies, where necessary, any

unauthorized entry to and exit from and any encroachments including any

encroachments on the Site;

(g) taking all reasonable measures for the safety of all the workmen, material, supplies and

equipment brought to the Site. Explosives, if any, shall be stored, transported and

disposed of by the Concessionaire in accordance with Applicable Laws/Applicable

Permits.

5.2 The following standards in order of preference shall be adopted in consultation with the

IAA/PMC/ULB , unless otherwise specified:

a. SWM Rules, 2016

b. Manual on Municipal Solid Waste Management published by CPHEEO 2016

c. Any other standards specified by statute and Applicable Laws

d. Bureau of Indian Standards (BIS)

e. Any other standard acceptable international / national guidelines, procedures etc.

5.3 The Concessionaire, for the purpose of routine maintenance shall, in consultation with the

IAA/PMC/ULB, set forth such criteria as to conform to good international standards and Good

Industry Practice for sound maintenance of the Project Facilities.

5.4 The Concessionaire shall regularly carry out the necessary preventive maintenance activities for

the Project Facilities to ensure adherence to the Construction Requirements/ specifications.

6.0 Emergency Maintenance


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6.1 The Emergency Response Protocol (“ERP”) shall be developed by the Concessionaire in line

with Factories Act. This shall be a part of the O&M Manual developed by the Concessionaire.

6.2 The ERP shall set out steps to be taken and measures to be adopted by the Concessionaire in

responding to dealing with Emergency including those situations related to vehicle accidents

involving personal injuries or fatalities, property damage and force majeure as follows:

(a) In the event of an Emergency, the Concessionaire shall immediately carry out an

inspection of the area affected by the Emergency. Where Emergency has necessitated

closure of the Project Facilities or part thereof, the Concessionaire shall promptly carry

out any repair works necessary to restore the Project Facilities to safe condition and in

any event shall carry out such works before the affected area of the Project Facilities is

re-opened to for normal operations.

(b) The Concessionaire shall ensure that sufficient staff, plant, equipment and materials,

including without limitation medical assistance are available to respond to Emergency

within reasonable period at all times during the Active Operations Period.

6.3 In case of Emergency, the Concessionaire shall, upon due intimation in writing to the ULB shall:

(a) carry out such emergency maintenance and repairs as may be required to repair the

damages and where required under the supervision of the police in order to ensure that

the Project Facilities are returned to normal operating standards as quickly as possible

(b) take all necessary measures to minimize pollution in accordance with the procedure

specified in the O&M Plan/ Environmental Management Plan.

(c) Submit a report to IAA/PMC/ULB from time to time.

7.0 Reporting

(a) The Concessionaire shall ensure that the IAA/PMC/ULB is provided with adequate information

and forewarned of any event or any other matter affecting the Project Facilities to enable them to

control/minimize any adverse consequences.

(b) The frequency and formats for the reports with respect to waste supplied, processed, rejects

generated and disposed/transported/sent to land fill, compost produced / sold and energy/ Bio-

Gas/Bio-CNG/Fuel generated/produce /sold and any other relevant data like usage of supporting

fuels if any, to be submitted and form part of the O&M Plan and O&M Manual.

(c) The following data should form part of the reports submitted by the Concessionaire:

(i) Circle/Ward wise quantity of Municipal Solid Waste received

(ii) Municipal Solid Waste characterization

(iii) Leachate generation

(iv) Quantity of RDF, Recyclables, Recovered material, Compost, any by-product etc.

(v) Environment Management and Monitoring reports


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(vi)

(d) The Concessionaire shall furnish to the Authority three copies of “as-built” Drawings of any

construction undertaken after COD.


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SCHEDULE - 3:

SCOPE OF WORK OF INDEPENDENT ASSESSMENT AGENCY CUM PROJECT MANAGEMENT CONSULTANT (IAA/PMC)

1.0 Role of the IAA/PMC

The IAA/PMCis expected to play a positive and independent role in discharging its functions,

thereby facilitating the smooth implementation and operation of the Project Facilities. Broadly,

the role of the IAA/PMCis to:

(a) independently review, monitor and where required by the Agreement, to approve

activities associated with the Design, Construction, Operation and Maintenance of the

Project Facilities to ensure compliance by the Concessionaire with the Construction

Requirements and O&M Requirements;

(b) report to the Parties on the various physical, technical and financial aspects of the

Project based on inspections, site visits and Tests;

(c) assist the Parties in arriving at an amicable settlement of disputes, should the need arise;

and

(d) review matters related to safety and environment management measures adopted by the

Concessionaire for the Project.

2.0 Scope of Services

The services to be provided by the IAA/PMCare listed below. In addition, the scope of services

would also include such other functions as are required to be undertaken pursuant to specific

provisions of the Agreement.

2.1 Implementation Period - Design and Planning

(a) Ensure that all design work fully complies with all Applicable Laws and, in particular,

SWM Rules 2016 governing the requirements of Municipal Solid Waste disposal.

(b) Review all the drawings submitted by the Concessionaire and ensure conformity of the

same with the Construction Requirements.

(c) Review of the following submitted by the Concessionaire:

(i) Quality Assurance Plan;

(ii) Implementation Plan;

(iii) O&M Plan – Implementation Period.

2.2 Implementation Period - Construction Inspection and General Services


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2.2.1 The IE cum PMC would monitor, in accordance with Good Industry Practice, the progress in

implementation of the Waste Processing Facilities and the Landfill Facility and ensure

compliance with the Construction Requirements. For this purpose the IAA/PMCshall undertake,

interalia, the following activities and where appropriate make suitable suggestions:

(a) Provide administration of the Concession Agreement in full and in complete accordance

with applicable laws;

(b) Act on the Authority’s’/ULBs' behalf as the Authority’s/ ULBs' representative

regarding all contact with the Concessionaire unless expressly indicated otherwise;

(c) Designate tests on materials and/or equipment;

(d) Review and approve test results and materials and/or equipment used in the

Construction Works;

(e) Interpret the requirements of the Concession Agreement and make decisions regarding

performance of the Concessionaire. The IAA/PMCshall inform and advise the

ULB/Authority, in a timely manner all matters relating to the execution, progress, and

completeness of the Construction Works;

(f) Reject work which fails to comply with the specifications and requirements of the

Agreement. Whenever considered necessary or advisable to ensure correction of

defective work, the IAA/PMCmay require inspection or testing of such work, whether

or not such work be then fabricated, installed, or completed;

(g) Review, approve or disapprove drawings, samples, and other submissions of the

Concessionaire to determine compliance and conformance with the requirements of the

Agreement;

(h) Provide the services of a fulltime resident project representative during the period

commencing from 7 (seven) days from the date of appointment of the IAA/PMCuntil

the expiry of the IAA/PMC’s appointment;

(i) Provide the services of experts to check the quality of materials and the workmanship

during the installation/construction of the Waste Processing Facility, including the

following:

(i) weigh bridge at the Project Facilities entry gate;

(ii) drainage system;

(iii) leachate collection and treatment system;

(iv) water supply system;

(v) quality control laboratory and associated equipments;

(vi) electrical systems.


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2.2.2 The IE cum PMC shall attend regular meetings (“Project Review Meetings” or “PRMs”) with the

ULB and the Concessionaire, to be held at least once in every month during the Implementation

Period to report on progress and quality of work performed by the Concessionaire and to discuss

problems or other pertinent matters relating to the work.

The IAA/PMCshall take notes at the meetings and provide a copy of the PRM minutes to each

person who attended the meeting.

2.2.3 The IAA/PMCshall prepare and submit to the ULB/Authority, Monthly Progress Reports

including the following:

(a) Daily progress of works;

(b) Slippages, if any, in the construction vis-à-vis planned construction schedule and the

reasons thereof;

(c) Construction schedule for the succeeding week;

(i) Report on Tests

(ii) Report on notices issued

(d) Issues, if any, with regard to the works along with the details of the action taken for the

resolution of the same;

(e) Photographic record of progress of works over the previous week.

2.3 Operations Period

2.3.1 During this period the IAA/PMCwould monitor, in accordance with Good Industry Practice, the

operations and maintenance activities undertaken by the Concessionaire so as to ensure

compliance with the O&M Requirements. The specific activities to be undertaken would include

the following:

(a) Provide administration in complete accordance with applicable laws of Concession

Agreement;

(b) Act on ULB’s/Authority’s behalf as the ULB’s/Authority’s representative regarding all

contact with the Concessionaire unless expressly indicated otherwise;

(c) Designate tests on materials and/or equipment;

(d) Review and approve test results and materials and/or equipment used;

(e) Interpret the requirements of the Concession Agreement and make decisions regarding

performance of the Concessionaire. The IAA cum PMC shall inform and advise the

ULB/Authority, in a timely manner all matters relating to the execution, progress, and

completeness of works;

(f) Reject work which fails to comply with the specifications and requirements of the

Agreement. Whenever considered necessary or advisable to ensure correction of


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defective work, the IE cum PMC may require inspection or testing of such work,

whether or not such work be then fabricated, installed, or completed;

(g) Review, approve or disapprove drawings, samples, and other submissions of the

Concessionaire to determine compliance and conformance with the requirements of the

Agreement;

(i) In addition to the daily responsibilities, conduct a general inspection of the Project

Facilities at least once a month and as and when exigencies require to ascertain

conformity with Construction Requirements and O&M Requirements;

(k) Inspect and certify the quality of Municipal Solid Waste supplied by the ULB, when

required

(l) Inspect and certify the quality of compost being sold or otherwise disposed outside the

Sites

(m) Inspect and certify composition of the Process Rejects/ Process Residue/ Inerts

(n) Address issues relating to specific site conditions, design modifications, or

Concessionaire disputes.

(o) Review the O&M Plans submitted by the Concessionaire from time to time and assist

the Concessionaire in finalizing the same. The IAA/PMCshall also consult the

ULB/Authority prior to finalization of the O&M Plans;

(p) Periodically review the O&M Manual for adequacy;

(q) Monitor Operation and Maintenance activities (including maintenance of Project

Facilities and equipment, standards of service, safety and environmental issues) and the

overall quality of O&M activities so as to ensure compliance by the Concessionaire

with the O&M Requirements, O&M Plan and O&M Manual, Statutory and regulatory,

requirements;

(r) Review and ascertain the cost variation arising as a result of Change in Law and

determine the Additional Cost;

(s) Undertake a monthly review of the various records and registers to be maintained by the

Concessionaire and suggest suitable remedial measures/ procedures, where necessary.

2.3.2 The IAA/PMCshall attend regular meetings (“Project Review Meetings” or “PRMs”) with the

ULB, and the Concessionaire, to be held at least once in every month during the Operations

Period to report on progress and quality of work performed by the Concessionaire and to discuss

problems or other pertinent matters relating to the work. The IAA/PMC shall take notes at the

meetings and provide a copy of the PRM minutes to each person who attended the meeting.


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2.3.3 The IAA/PMCshall prepare and submit to the ULB/Authority, Monthly Project Reports including

the following:

(a) Report on Tests

(b) Report on notices issued

(c) Issues, if any, with regard to the works along with the details of the action taken for the

resolution of the same;

(d) Photographic record of progress of works over the previous week.

2.4 Transfer of Waste Processing Facilities to the ULBs

At the time of Transfer the Waste Processing Facilities at the end of Operations

Period/Concession Agreement Period, the IAA/PMCshall:

(a) monitor and certify compliance with the Transfer Requirements,

(b) issue a Certificate of Compliance with Transfer Requirements to the Concessionaire,

2.6 Meetings, Records and Reporting

2.6.1 In addition to attending the meetings hereinabove mentioned, IAA/PMCshall also participate in

emergency or extra-ordinary meetings of the Parties held to deal with any Force Majeure Event

or other exigencies.

2.6.2 The IAA/PMCshall, in the ordinary course, maintain record of the activities undertaken by it in

discharge of its functions and responsibilities. This would include records in respect of the

following:

(a) Manpower deployed and other organizational arrangements of the IAA/PMC;

(b) Reviews of documents submitted to it by the Concessionaire to meet Construction

Requirements and O&M Requirements, such as manuals, Drawings, As Built drawings,

schedules, plans and reports;

(c) Inspections undertaken and notices/ instructions issued to the Concessionaire;

(d) Review of compliance with Construction Requirements and O&M Requirements;

(e) Tests;

(f) Concession Payments / Tipping Fees certified;

(g) Change in Law;

(h) Force Majeure Events;

(i) Breaches and defaults by the Parties; and

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2.6.3 The IAA/PMCwould be required to submit the following reports to the Parties during the

Concession Period:

(a) Implementation Period

(i) Monthly Progress Report (in accordance with Article 2.2.3 above)

(ii) Report on Commissioning & Completion Certificate

(iii) Report on Vesting Certificate

(ii) Any supplemental or special report that may be considered necessary by the

ULB/Authority/ IAA/PMC(including Force Majeure, and breach of

obligations).

(b) Operations Period

(i) Monthly Project Report (in accordance with Article 2.3.3 above)

(ii) Any supplemental or special report that may be considered necessary by the

IAA/PMC(including Force Majeure, and breach of obligations)

(iii) Annual Review of O&M Manual

(c) Report on Transfer Requirements.

(d) Any other report as may be reasonably required by the ULBs or as may be necessary to

give effect to the provisions of the Agreement.


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SCHEDULE 4:

SPECIFICATION FOR DUMPSITE RECLAMATION AND REMEDIATION THROUGH BIO-MINING

I. General Specification

1. General Specification for the carrying Dumpsite remediation and Reclamation through Bio-

Mining

1.1. Excavation of Dumping site

In addition to the specification, guidelines and requirements of SWM Rules 2016, SMW CPHEEO Manual

2016, CPCB Guidelines for Disposal of MSW Legacy Waste (Old Municipal Solid Waste)-February 2019,

BIS standards, relevant acts and regulations, the following specification shall apply. In case of any

discrepancy between the two, decision of the Engineer-in-charge shall be final. 1.1.1. Site Clearance

The area to be excavated shall be cleared off all trees and bushes and rubbish and other objectionable

materials shall be disposed-off as directives of engineer-in-charge. The cost of clearing shall be deemed to

have been included in the quoted price.

1.1.2. Providing Ventilating System and Leachate system

Before starting excavation of dumpsite it shall be properly examined. As the old waste dump contains

various gases and odor causing substance and leachate and they both are harmful to human life causing

serious disease it shall be tackled in scientific manner. Proper ventilation system (such as vertical

perforated HDPW pipe gas well) for such situations shall be provided by contactor.

Leachate (if any) shall be collected by using pump in RCC/HDPE tank. The leachate shall be tested in

laboratory and used as Bio-culture for Bio-mining process if found useful with some additives if applicable

as per test findings. The tank shall be well covered so that it could not overflow during rainy season. The

remaining quantity of Leachate shall be treated in the Leachate Treatment Plant of the processing facility.

1.1.3. The Dump Site Excavation

After taking above necessary steps, the excavation of dump site can be started using machinery. A frontend

loader/ poclain or similar machinery shall be use to excavate the dump site. Excavated material shall be

kept in the manageable stock piles and separates oversized or bulky materials.

1.2. Transportation of waste at Bio-mining area

The excavated waste shall be transported to the Bio-mining area and shall be poured in the hopper/

segregation machine. After bio-mining and resource recovery, the inert soil remain/residual solid waste

shall be transported and disposed scientifically to the designated storage site as per requirement of the

Concession Agreement and directives of engineer in charge.

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The excavated waste shall be poured in the hopper and it shall be passed through the several sizes of Trommel screens which are driven by electrical motor. Waste screening begins with the segregation of the excavated material into discrete streams. The Concessionaire may utilize any other technology/method for screening of the waste subject to the in written pre-approval of Engineer-in-charge.

An electromagnet shall be used to segregate the ferrous materials from the main streams of the waste.

Non-ferrous fraction shall be processed through an air classifier that separates light material from heavy

organic.

1.4. Recovery of materials

During this mechanical screening various material e.g. plastic, rubber, wood, paper, leather and metals etc.

shall be properly sorted, packed, and sold out at the cost and liability of the concessionaire.

1.5. Treatment of Bio-degradable material The excavated Bio-degradable, organic material which can be treated and transformed into Compost, soil conditioner, shall be treated and processed by the Concessionaire by utilizing any scientific technology/method (Vermi Compost, Windrow Compost etc.) subject to the in written pre-approval of Engineer-in-charge. Suitable Bio-culture to be utilized as per test and requirements.

Concession Agreement for Remediation and Reclamation of Existing Dumpsite through Bio Mining, Setting up of Municipal Solid Waste Processing/Treatment Facility for Cluster of ULBs in Telangana

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II. Project Development Specifications for Dumpsite remediation and reclamation facility

1. SpecificationsareMinimum Standards 1.1. Thefacilitiestobeprovidedas partofthe ProjectFacilitytobe developed bythe Concessionaire

are setoutherein.

1.2. The specifications setout inherein and provided inSWM Rules 2016 are the minimum conditions/ requirements, accordingly the Old / Legacy Waste shall be processed, and residual solid waste shallbedisposed in a scientific manner,andthe Concessionaire shallhavetheoptionto enhancethefacilitiesand offeringsin theProjectFacilities in linewith ApplicableLaws in consultation with Engineer-In charge.

2. Processing Facilities Configuration 2.1. DevelopmentofProject Site i. TheProject Dumpsite wherethe degraded and compacted legacy wastehasto

beexcavatedshall beearmarkedbyULB.

ii. Accessto Site provided byULB shall have to bemaintained bytheConcessionairetohave easymovement of vehicles andetc. fromoutside.

iii. Fencing/barricading along theperimeter ofthe Projectsite andthe land portionearmarked bythe ULBfordisposal/ storage ofthe residuesand rejects shallbeprovided, if required.

iv. Adequatelightingsystemfortheworkingareaaswellastotheaccesswaysshallbeprovided bytheConcessionaire streetlightingwith permanent entranceintotheProjectFacilityfromoutsidetheSiteshallberestrictedtoone, however, emergencyexits maybe provided.

v. Adequatemeasuresto avoid trespassingshallbetaken.

vi. Adequatepower back-up shall beensuredfor smooth operation of processing plant, lighting ofworkarea and water requirements

2.2. Capacity TheProjectandotherprojectsfacilitiesshallbedesignedinsuchcapacity thattheentirewaste to be processed in theearmarkedportionof landisexcavated, taken out and processed within the Stipulated Time Period.

3. Project Facilities TheConcessionaireshallprovidethefacilitiesin themanner as set outunder this clause and the Concession Agreement. TheConcessionaire,subjecttoreviewandapprovalofthe samebyULB,mayadopt alternatemethod for the development and O&M of Bio-miningfacility. 3.1. Waste Inspection Area


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TheConcessionaireshall, for theinspectionofprojectsite,projectoperation andmaintenanceandfacility makeadequate arrangements. The Concessionaire shall understand the priority of reclamation of the proposed layout, discuss the same with the Engineer In-charge in order to develop the same accordingly and avoid any double handling of materials, ensure cutting/filling of the ground as per formation level required in the proposed site layout.

3.2. Storm Water Drainage System TheConcessionaireshallhaveprovision for drainingof waterfrom subsoil, rainwateretc. through garland drain (suitable drainage) to avoid mixing of rainfall and surface run-off with leachate and Legacy waste. 3.3. Leachate Management TheConcessionaireshallhaveprovision for leachate collection, storage, evaporation, reuse, recirculation, treatment at site or disposal for treatment outside of site as per instructions of the Engineer, in-charge

3.4. Water Supply System TheConcessionaireshallprovideawatersupplysystem within project site adequatetomeetthe requirementsfortheoperation and maintenanceoftheproject, firefightingand projectfacilities. 3.5. Survey and Excavation TheConcessionaireshallundertake total station/Drone contour survey time to timeandnecessarysoiltests / Bore-logatvariouspointstoknow the depth of waste filledinthe earmarked portion ofland.

4. Other Facilities at the Project Site 4.1. Platformforstoringthesievedmaterials TheCONCESSIONAIREshall, forthepurposeofstoringthe materials such as Recyclables, RDF, sand etc. sieved from the excavated legacy wasteshallprovidea suitable platform orpavedsurface and covertoavoidwettingof thesameduring rainandalso foreasyhandling.

4.2. DryingYard TheConcessionaireshall,forthe purpose ofdryingthe excavated legacy waste, provide a separate area,fordryingof thewaste. 5. Codes and Standards 5.1. Thefollowingstandards inorderofpreferenceshall be adopted, unlessotherwise specified

bythe ULB/Authority:

i. Environmental Protection) Act 1986, and the rules made there under and all notifications of Government of Telangana and Government of India in exercise of powers conferred under the Act.


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ii. SWM Rules 2016 , CPHEEO SWM Manual 2016 and amended from time to time.

iii. CPCB Guidelines for Disposal of MSW Legacy Waste (Old Municipal Solid Waste)-

February 2019

iv. Any other standards specified by statute and Applicable Laws

v. Bureau of Indian Standards (BIS)

vi. Suitable specification/standard devised by ULB/Authority, if any

vii. Any other standard proposed by the Concessionaire and approved by ULB/Authority

viii. GRI specification for application of Geosynthetic liners, Geotextile, Geoclay liners etc., if required

5.2. All items of building works or foundations shall conform to Central Public Works

Department (CPWD) specifications for Class 1 building works and standards given in the National Building Code (NBC)


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III. Operations Specifications for Dumpsite remediation and reclamation works 1. General 1.1. The OperationsSpecificationsfor facilitiestobe provided as partoftheProject infrastructure

to be developedbytheConcessionairearesetoutherein.Indoingso,theConcessionaireshall ensurethattheProjectFacilitiesaremaintainedtotheStandardsandSpecifications assetout intheDevelopmentSpecificationsandalsomeettheotherrequirements,ifany,setoutinthe Concession Agreement.

1.2. Thespecificationsset outinhereinandprovidedinSWMRules 2016aretheminimum conditions whichtheoperationsandmaintenanceofProjectFacilitiesshallconform to andthe Concessionaireshallhavetheoption toenhancethefacilitiesandofferingsintheProject Facilitiesinlinewith Applicable Laws.

1.3. Inthedesign,planning andimplementationofall worksandfunctionsassociatedwith theoperation and maintenance oftheProjectFacilities, theConcessionaire shall take all suchactionsanddoall suchthings(including withoutlimitation,organizing itself, adoptingmeasuresandstandards,executing proceduresincludinginspectionprocedures, and engaging concessionaires, if any, agents and employees) in such manner, aswill ensurethe safety ofpersonneldeployedonandusersoftheProjectFacilitiesorpart thereof; keep the ProjectFacilitiesfrom unduedeterioration andwear; permitunimpairedperformanceof statutorydutiesandfunctions ofanypartyinrelation tothe Project.

1.4. Duringthe Operations Period andtill the date ofhand-overthepossession ofthe earmarked reclaimed land,theConcessionaire shall,in respectof theProject Facilities, ensure that: a) applicable and adequatesafetymeasuresaretaken;theProjectFacilitiesarekeptfreefrom

unduedeterioration andunduewear; adverseeffectsontheenvironmentandto theownersand occupiersofpropertyand/or landinthevicinityoftheProjectFacilities,duetoany ofits actions,is minimized; anysituationwhichhasarisenorlikelytoarise onaccount ofany accidentorother emergency isrespondedto asquicklyas possibleand its adverse effects controlled/minimized; disturbance or damage ordestructionto propertyof third partyby operationsofthe ProjectFacilitiesiscontrolled/minimized; datarelating totheoperationand maintenanceof theProjectFacilitiesisto becollectedand maintained.

b) Allmaterialsusedin themaintenance,repairandreplacementofany oftheProject Facilities shallmeet the construction Specifications;

c) Thepersonnelassigned bytheConcessionairehave the requisitequalifications and

experience and aregiventhetraining necessary to enabletheConcessionaireto meettheOperations Specifications.


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2. Minimum Standard Facilities DuringtheOperationsPeriodanduntilthehandback ofthereclaimedearmarkedlandportion, theConcessionaire shall,unless suitably modifiedwithmutual consentandduly documented in the Plan and/orOperationsProtocol,operate andmaintaintheProject Facilities as given below.

2.1. Equipment’s,Machineryand Storage Rooms

i. Regular preventive maintenance of all equipment’s

ii. Storage facilities shall be regularly maintained to prevent leakage, etc. 2.2. StormWater DrainageSystem

TheStormWater DrainageSystemshallbemaintainedin a mannernot to allow cloggingand obstruction for the flow ofwater 2.3. Water Supply System

i. Water for drinking purposes shall meet the standards of Good Industry Practice

ii. Water supply for legacy waste processing 2.4. Leachate Collection and Removal System

i. The Leachate collection system shall be maintained to avoid overflow of Leachate from

the Leachate Collection Tanks.

ii. Cracks or leaks in the Leachate collection and drainage system to be sealed immediately as and when notice.

iii. Treated Leachate to meet standards of SWM rules 2016.

iv. No untreated Leachate to be let out from the Site

2.5. InternalRoads

i. The vehicular passages in good motorable condition with safe slope and banking.

ii. Lighting and other electrical works in the area of operation shall be adequate for

working.

2.6. Fencing

i. Any breach in the boundary wall and fencing to be conveyed to the ULB.

ii. Fencing to be inspected at least once every week

3. Routine Maintenance Standards


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3.1. In orderto ensuresmooth anduninterrupted operations, routinemaintenance ofthe Project Facilities shallincludebutnot be limited to:

i. Prompt repairs of storage and waste drying places, Leachate collection drainage and

treatment system, electrical items, drains, vehicular passages, sieving machineries, lighting and fencing;

ii. Replacement of equipment/consumables, horticultural maintenance and repairs to equipment, structures and other civil works which are part of the Project Facilities;

iii. Maintaining the shape, scope, full cross-section of the storm water drainage system and Leachate collection and drainage system;

iv. Keeping the Project Facilities in a clean, tidy and orderly condition and taking all practical measures to prevent damage to the Project Facilities or any other property on or near the Site;

v. Undertaking maintenance works in accordance with the O&M Plan and Operations Protocol;

vi. Preventing, with the assistance of law enforcement agencies, where necessary, any unauthorized entry to and exit from and any encroachments including any encroachments on the Site;

vii. Taking all reasonable measures for the safety of all the workmen, material, supplies and equipment brought to the Site. Explosives, if any, shall be stored, transported and disposed of by the Concessionaire in accordance with Applicable Laws/ Permits.

viii. To undertake all measures to keep the foul odor in control by spraying necessary enzymes and other measures.

3.2. In orderto ensuresmooth anduninterrupted operations, routinemaintenance ofthe

processing Facilityshallincludebut not be limited to:

i. Prompt repairs of the, Solar Drying Yard, Segregated Waste Storage Yard,

ii. Platform, Dried waste Segregation place & Storage area, RDF conversion site and storage, Leachate collection drainage and treatment system, all machinery & other mechanical equipment’s electrical items, drains, internal roads, lighting and fencing;

iii. Replacement of equipment/consumables, horticultural maintenance and repairs to equipment, structures and other civil works which are part of the processing Facility;

3.3. The following standards shall be adopted in consultation with the IAA/PMC/UL, unless

otherwise specified: i. SWM Rules 2016 and amended from time to time

ii. Environment (Protection) Act 986


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iii. CPCB Guidelines for Disposal of MSW Legacy Waste (Old Municipal Solid Waste)-February 2029

iv. Any other standards specified by statute and Applicable Laws v. Bureau of Indian Standards (BIS)

vi. Suitable specification/standard devised by ULB/Authority, if any vii. Any other standard proposed by the Concessionaire and approved by ULB/Authority

viii. GRI specification 3.4. The Concessionaire, for thepurposeof routine maintenanceshallset forthsuch criteria asto

conformto good internationalstandards and Good IndustryPracticeforsound maintenanceof theProjectFacilities.

3.5. The Concessionaire shallregularlycarryoutthenecessarypreventivemaintenance activities for the Project Facilities to ensure adherence to the Development Specifications/Operations Specifications.

4. Emergency Maintenance 4.1. TheEmergency ResponseProtocol(“ERP”)shallbedevelopedbytheConcessionaire. This shall

be a partof theOperations Protocol developed bytheConcessionaire.

4.2. TheERPshallsetout the steps tobetakenandmeasurestobeadopted bytheConcessionairein responding todealing withEmergency including thosesituationsrelated to vehicleaccidents involvingpersonalinjuriesorfatalities, propertydamage and force majeureasfollows:

i. In the event of an Emergency, the Concessionaire shall immediately carryout an inspection of the area affected by the Emergency. Where Emergency has necessitated closure of the Project Facilities or part thereof, the Concessionaire shall promptly carry out any repair works necessary to restore the Project Facilities to safe condition and in any event shall carry out such works before the affected area of the Project Facilities is re-opened to for normal operations.

ii. The Concessionaire shall ensure that sufficient staff, plant, equipment and materials, including without limitation medical assistance are available to respond to Emergency within reasonable period at all times during the Operations Period.

4.3. In caseof Emergency, theConcessionaire shall

i. Carry out such emergency maintenance and repairs as may be required to repair the damages, if any, and where required under the supervision of the police in order to ensure that the Project Facilities are returned to normal operating standards as quickly as possible.

ii. Take all necessary measures to minimize pollution in accordance with the procedure specified in the O&M Plan/ Environmental Management Plan.

5. Reporting by the Concessionaire


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i. The Concessionaire shall ensure that ULBis provided with adequate information and forewarned of any event or any other matter affecting the Project Facilities to enable them to control/minimize any adverse consequences.

ii. The frequency and formats for the reports to be submitted shall be finalized in consultation with the IAA/PMC/ULB/Engineer-in-charge and form part of the O&M Plan and Operations Protocol.

iii. The following data should form part of the reports submitted by the Concessionaire:

a) Weight of Daily excavated legacy waste (in Metric Tons) b) Quantity (in Metric Ton) of waste taken out in each day including RDF, eco bricks,

soil, Recyclables, C&D, recovered material and residual Solid Waste to facility for Scientific disposal etc. as far as category wise.

c) Leachate generation and treatment reports d) Rainfall days e) Quality test reports as and when made.

f) TheConcessionaireshallfurnishtoULBthreecopiesof“as-built” Drawingsofany Development undertaken afterCOD.

g) TheConcessionaireshallensure thatULB/Authorityis provided withadequateinformation and forewarnedofanyeventoranyothermatteraffectingtheProjectFacilitiestoenablethem to control/minimizeanyadverseconsequences.

h) Thefrequencyandformatsforthereportstobesubmittedshallbefinalized in consultation withthe IAA/PMC/ULBand formpart ofthe O&M Plan and Operations Protocol.

i) Thefollowingdatashouldformpart ofthereports submitted bythe Concessionaire: i. ResidualSolid WasteMatterqualitytestreports

ii. Leachategeneration iii. Ground Water quality (bothwithin and outside theSite) iv. Environment Management and Monitoring reports


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SCHEDULE 5:

ENVIRONMENT MONITORING AND ENVIRONMENT MANAGEMENT PLAN

The Concessionaire shall prepare and implement during the entire Concession period a detailed environment monitoring and Environment Management Plan as per applicable standards, rules, regulation, consents and statutory guidelines and amendments time to time. The minimum requirement for the environment monitoring and Environment Management Plan are presented below but not limited to,

1. Environment Management Plan (EMP)

Sr. No. Pollution Sources Pollutants Emitted Mitigation Measures

Air Pollution Mitigation Measures

1. Construction activities

SO2, NOX, Particulates, Odour etc.

- Dust suppression by water sprinkling. - Wheel Washing Bay at the entry point. - Vehicles carrying of excavated materials,

construction materials and waste to be covered with tarpaulin or plastic sheet.

- Proper ventilation and moisture in the compost plant and windrow area to be maintained and herbal insecticides to be sprayed around odor generation areas at regular intervals.

- Covered landfill by polyethylene sheets except the active waste laying area

- Green belt would be provided along the internal roads and plant boundary

2. Vehicular Movement

3. Loading and unloading of Trucks

4. DG Set

5. Processing of waste Water Pollution Mitigation Measures

6 Domestic Waste

Suspended Solids, BOD etc

- Septic Tank with Soak Pit. - LEP for recycling. - Impermeable liner in the landfill pit. - Storm water drainage system

7 Leachate from Windrow of Compost Plant


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2. Environmental Monitoring

Monitoring for air quality parameters as per CPCB ambient air quality standards and surface water quality would be carried out on a regular basis or as and when required or instructed by the Engineer-in-charge. The ground water quality monitoring in 5 permanent monitoring wells would be carried out quarterly once. Programs would be conducted on a regular basis for monitoring safety and health protection of workers with specific objective to improving rag pickers quality of life, health concerns, etc.

Environmental Monitoring Plan

Environmental Component

Locations Frequency Parameters to be Monitored

Ambient Air Quality

Nearby habitations, upwind, downwind, crosswind

Quarterly PM10, PM2.5 , SO2, NOx, CH4, CO, Ammonia, H2S, Odor

Noise Within site (DG set, Compost yard, Sanitary Landfilling area) and nearest habitation

Quarterly Noise Levels(Leq)

Ground water / surface waters

Water samples from piezometric monitoring wells at 5-6 locations within 50 meters of periphery of landfill site, ground water from the nearest tube well, stream and River

Quarterly IS 10500:2012 drinking water parameters

Leachate Windrow of compost plant, Secured landfill,(active area)

Quarterly (TCLP Test)

SS, TDS, pH, BOD, COD, As, CN, Cl, heavy metals

Landfill gas Landfill area Quarterly Methane & CO2 Compost Final product Monthly

once As, Cd, Cr, Cu, Pb, Hg, Ni, Zn, C/N ratio, pH

Pathogens and Fly test

Within 200 m of Facility Once in 6 months

As applicable

Solid Waste Management

8. Construction

Construction materials e.g. coarse aggregate, fine aggregate, bricks, steel etc.

- Recycled or used for filling or leveling of low-lying areas within the site or transported outside to locations as identified by the Municipality.

9.

Leachate Treatment Plant (LTP) sludge or evaporation pond

LTP sludge or evaporation pond settled particulates

- Sanitary Landfilling


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3. Design Environmental Targets The proposed project shall abide by the following design environmental norms and prevailing environmental quality but not limited to 3.1. Ambient Air Quality It shall be as per National Ambient Air Quality Standards, CPCB, GoI.

3.2. Noise Level It shall be as per the noise pollution (regulation and control) rules, 2000 3.3. Water Quality The Leachate disposal shall be as per SWM rules 2016.


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Annexure- H

STAMP

LAND LEASE AGREEMENT This Agreement of Lease is entered into on this……………… (day) of (Month) 2020 at ……………………(Name of ULB), by and between: ……………….(ULB), established under the Telangana Municipalities Act 2019 and having its office at ……………..(Name of ULB), Telangana, represented by its Commissioner, Sri/Smt. …………………… hereinafter called the “Municipality” which expression shall, unless repugnant to the context or meaning thereof, mean and include its administrators, successors and assigns of the FIRST Part,

AND ………………………………………(Concessionaire/Agency full Name), a company incorporated under the Companies Act, 1956/2013, having its registered office at …………..represented by its authorized person Sri/Smt. …………………………,(Managing Director) herein after called as “Lessee”, which expression shall, unless repugnant to the context or meaning thereof, mean and include its administrators, successors and assigns of the SECOND Part, The ……………….(Name of ULB) Municipality and the Lessee are hereinafter referred to individually as the "Party" and collectively as the "Parties". WHEREAS Whereas Commissioner & Director of Municipal Administration, Government of Telangana, has undertaken the Bidding Process for selection of the bidder to set up and operate for Remediation and Reclamation of Existing Dumpsite through Bio Mining, Setting up of Municipal Solid Waste Processing/Treatment Facility for Cluster ULBs(Urban Local Bodies)in Telangana on DBFOT Basis.Accordingly, The CDMA invited Request for Proposal (RFP) from the competent and eligible bidders. After due evaluation of the proposals received from the bidders, ……………………. (Name of Concessionaire/Agency)……………..(Lead member in Consortium)as a Single Entity/Consortium has been selected for award of the Project for its implementation. The Letter of Award (LOA) was issued to …………………(Name of Concessionaire/Agency)……………..(Lead member in Consortium) requiring, inter alia, the execution of the Concession Agreement/Concession Agreement within 30 (thirty) days of the date of issue of LOA. The Selected Bidder having fulfilled the terms and conditions of the LOA has requested municipality for entering into the Agreement. Accordingly, the Concession Agreement/Concession Agreement between municipality/ULB and …………………. (Name of Concessionaire/Agency) was signed on ………………..(DDMMYYY)


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A. Whereas ……………………(Name of Concessionaire/Agency) is undertaking the Project to establish to Set up and operate for Remediation and Reclamation of Existing Dumpsite through Bio Mining, Setting up of Municipal Solid Waste Processing/Treatment Facility in accordance with the provisions of the Concession Agreement in the Urban Local Body covered under Cluster..…(No) as defined therein in the Concession Agreement dated ……………….(DDMMYYYY), entered into with the Director, CDMA (hereinafter referred to as “the Concession Agreement”).

B. AND WHEREAS in terms of the conditions as stipulated in the Concession Agreement,

the Concessionaire/Agency shall have to enter into a land lease agreement with the ULB and the Project to be established on the land to be leased by the respective ULB to the Concessionaire.

C. Now therefore, in consideration of the foregoing and respective covenants and agreements

set forth in this Agreement, the sufficiency and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

1. Lease of Land and Lease Period

(a) An extent of …………….(Sq. Mtrs) or (…..Acres) situated in ………….(Survey NO:

and Address details), …………….(Name of ULB) municipality, …………….(Name of District) is hereby leased to the Lessee for a Lease Period of 10 Years OR from the signing of this agreement till the completion of 10 years of O&M of Fresh MSW Works for the specific purpose of set up and operate for Remediation and Reclamation of Existing Dumpsite through Bio Mining, Setting up of Municipal Solid Waste Processing/Treatment Facility.In case of extension of O&M Period by 5 years by mutual consent of the parties, this Lease Period shall be extended to further 5 years as well. The details of the Land are clearly demarcated in the sketch given in the Appendix-1. The Land is free from all encumbrance and encroachment and has clear title.

(b) The lease shall commence from the date of this Agreement or the date of handing over

of the Land whichever is later. The lease, unless terminated earlier in terms of this Agreement or the Concession Agreement, shall stand terminated at the end of the lease period by effluxion of time.

2. Annual Lease Amount and its Payment

a) The Annual Lease amount for the total extent of the Land Leased under Clause 1 above shall be Rs. “___” (in words ____ Rupees only) with an annual escalation at “---” % over each previous year amount. The year-wise lease amounts payable are as given in Appendix-2.

b) The Annual Lease amount shall be payable on or before …………….(DDMMYYY)

of each year of the Lease Period by means of Demand Draft obtained from any


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scheduled commercial in favour of Commissioner, ………………..(Municipality) payable at …………………(Name of ULB).

c) In case of default in the payment of the Annual Lease amount within the time under

Clause 2 (b) above, the same will be recovered from the performance guarantee given by the Lessee under the Concession Agreement, in which case the lessee/ Concessionaire/Agency shall replenish the performance guarantee to the extent of recovery within 30 days of such recovery and failing to do so within the time shall be a default on the part of the Lessee/ Concessionaire and the Lessor shall have the right to terminate the Lease Agreement without any prior notice of whatever nature.

3. Guarantee of Payment of Lease Amount

Notwithstanding anything contained in the Concession Agreement, both the Parties hereby agree and admit that for any default in the performance of its obligations and responsibilities by the Lessee under this Agreement or the Concession Agreement specific to the Lease and where the liquidated damages are envisaged, the same may be recovered from out the Performance Guarantee given by the Lessee under Concession Agreement.

4. Applicability of Concession Agreement

All other terms and conditions concerning the matters relating to the land and lease not herein specified shall be governed by the relevant terms and conditions stipulated in the Concession Agreement and wherever the context requires the Concession Agreement and this Agreement shall be construed as mutually inter- related and interdependent.

5. Coterminous This Agreement is coterminous with the Concession Agreement and vice-versa.

6. Registration of the Agreement. This Lease Agreement shall be registered with appropriate stamp duty and the registration fee within the stipulated time under The Indian Registration Act 1908 and The Indian Stamp Act 1899 at the cost and expense of the Lessee. IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.

Witnesses for Parties (1) For and on behalf of the First Party 1. Signature Signature: Name Name: Address Designation:(Municipal Commissioner) (ULB) Mob. No. Common Seal:


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(2) For and on behalf of the Second Party

2. Signature Signature: Name Name: Mr. Address Designation: Managing Director Mob. No. Common Seal:


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Appendix 1 –of Annexure H - Land Survey Maps


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Appendix-2 of Annexure H STATEMENT OF ANNUAL LEASE AMOUNTS WITH ESCALATION (“__” %) YEAR-WISE for period of 10 years S. No 1 2 3 4 5 6 7 8 9 10

Annual Lease

Amount

Per Acre

(1 Rupee

Per Acre)

XXXX

XXXX

XXXX

XXXX

XXXX

XXXX

XXXX

XXXX

XXXX

XXXX


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ANNEXURE I: SUBSTITUTION AGREEMENT

THIS SUBSTITUTION AGREEMENT is entered into on this the ***day of ***20**.

AMONGST

1. ____________________________________ (hereinafter referred to as the “ULB” which expression shall unless repugnant to the context or meaning thereof include its administrators, successors and assigns) on behalf of itself;

2. The Government of Telangana State acting through CDMA, established under the provisions of ________________, acting through its ______________________ herein referred to as “Authority”, which expression shall unless excluded by or repugnant to the context, be deemed to include its successors and administrators

3. [___________Limited], a company incorporated under the provisions of the Companies Act, 2013 and having its registered office at _____, (hereinafter referred to as the “Concessionaire” which expression shall unless repugnant to the context or meaning thereof include its successors and permitted assigns and substitutes);

4. _____[NAME AND PARTICULARS OF Lenders’ Representative] and having its registered office at ____, acting for and on behalf of the Senior Lenders as their duly authorized agent with regard to matters arising out of or relation to this Agreement (hereinafter referred to as the “Lenders’ Representative”, which expression shall unless repugnant to the context or meaning thereof include its successors and substitutes);

WHEREAS:

(A) The ULB and Authority have entered into a Concession Agreement dated “___” with the Concessionaire (the “Concession Agreement”) for Remediation and Reclamation of Existing Dumpsite through Bio Mining, Setting up of Municipal Solid Waste Processing/Treatment Facility for Cluster of ULBs in Telangana on design, build, finance, operate and transfer basis (DBFOT) basis (hereinafter referred to as the “Project”), and a copy of which is annexed hereto and marked as Annex-A to form part of this Agreement.

(B) Senior Lenders have agreed to finance the Project in accordance with the terms and conditions set forth in the Financing Agreements.

(C) Senior Lenders have requested the Authority and/or ULB to enter into this Substitution Agreement for securing their interests through assignment, transfer and substitution of the Concession to a Substitute Entity in accordance with the provisions of this Agreement and the Concession Agreement.

(D) In order to enable implementation of the Project including its planning, designing, engineering, financing, construction, operation and maintenance, Authority has agreed and undertaken to transfer and assign the Concession to a Substitute Entity in accordance with the terms and conditions set forth in this Agreement and the Concession Agreement.

NOW IT IS HEREBY AGREED as follows:

1 DEFINITIONS AND INTERPRETATION

1.1 Definitions


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In this Substitution Agreement, the following words and expressions shall, unless repugnant to the context or meaning thereof, have the meaning hereinafter respectively assigned to them:

“Agreement” means this Substitution agreement and any amendment thereto made in accordance with the provisions contained in this Agreement;

“Financial Default” means occurrence of a material breach of the terms and conditions of the Financing Agreements or a continuous default in Debt Service by the Concessionaire for a minimum period of 3 (three) months;

“Lenders’ Representative” means the person referred to as the Lenders’ Representative in the foregoing Recitals;

“Nominated Company” means a company, incorporated under the provisions of the Companies Act, 2013, selected by the Lenders’ Representative, on behalf of Senior Lenders, and proposed to the ULB for assignment/transfer of the Concession as provided in this Agreement;

“Notice of Financial Default” shall have the meaning assigned thereto in Article 3.2.1; and

“Parties” Means the parties to this agreement collectively and “Party” shall mean any of the Parties to this Agreement individually.

“ULB” means the Municipal Corporation/Council of <<____>> :

1.2 Interpretation

1.2.1 References to Lenders' Representative shall, unless repugnant to the context or meaning thereof, mean references to the Lenders' Representative, acting for and on behalf of Senior Lenders.

1.2.2 References to Articles are, unless stated otherwise, references to Articles of this Agreement.

1.2.3 The words and expressions beginning with capital letters and defined in this Agreement shall have the meaning ascribed thereto herein, and the words and expressions used in this Agreement and not defined herein but defined in the Concession Agreement shall, unless repugnant to the context, have the meaning assigned thereto in the Concession Agreement.

2 ASSIGNMENTS

2.1 Assignment of rights and title

The Concessionaire hereby assigns the rights, title and interest in the Concession to, and in favor of, the Lenders' Representative pursuant to and in accordance with the provisions of this Agreement and the Concession Agreement by way of security in respect of financing by the Senior Lenders under the Financing Agreements.


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3 SUBSTITUTION OF THE CONCESSIONAIRE

3.1 Rights of substitution

3.1.1 Pursuant to the rights, title and interest assigned under Article 2.1, the Lenders' Representative shall be entitled to substitute the Concessionaire by a Substitute Entity under and in accordance with the provisions of this Agreement and the Concession Agreement.

3.1.2 The ULB and Authority hereby agree to substitute the Concessionaire by endorsement on the Concession Agreement in favor of the Substitute Entity selected by the Lenders' Representative in accordance with this Agreement. (For the avoidance of doubt, the Senior Lenders or the Lenders' Representative shall not be entitled to operate and maintain the Project as Concessionaire either individually or collectively).

3.2 Substitution upon occurrence of Financial Default

3.2.1 Upon occurrence of a Financial Default, the Lenders' Representative may issue a notice to the Concessionaire (the "Notice of Financial Default") along with particulars thereof, and send a copy to the Authority and/or ULB for its information and record. A Notice of Financial Default under this Clause 3 shall be conclusive evidence of such Financial Default and it shall be final and binding upon the Concessionaire for the purposes of this Agreement.

3.2.2 Upon issue of a Notice of Financial Default hereunder, the Lenders' Representative may, without prejudice to any of its rights or remedies under this Agreement or the Financing Agreements, substitute the Concessionaire by a Substitute Entity in accordance with the provisions of this Agreement.

3.2.3 At any time after the Lenders' Representative has issued a Notice of Financial Default to authority and/or ULB, it may by notice require authority to suspend all the rights of the Concessionaire and undertake the construction, operation and maintenance of the Project in accordance with the provisions of the Concession Agreement, and upon receipt of such notice, the authority and ULB shall undertake Suspension under and in accordance with the provisions of the Concession Agreement. The aforesaid Suspension shall be revoked upon substitution of the Concessionaire by a Substitute Entity, and in the event such substitution is not completed within 180 (one hundred and eighty) days from the date of such Suspension, authoritymay terminate the Concession Agreement forthwith by issuing a Termination Notice in accordance with the provisions of the Concession Agreement; provided that upon written request from the Lenders' Representative and the Concessionaire, authority/ULB may extend the aforesaid period of 180 (one hundred and eighty) days by a period not exceeding 90 (ninety) days.

3.3 Substitution upon occurrence of Concessionaire Default

3.3.1 Upon occurrence of a Concessionaire Default, authority shall by a notice inform the Lenders' Representative of its intention to issue a Termination Notice and grant 15 (fifteen) days to the Lenders' Representative to make a representation, stating the intention to substitute the Concessionaire by a Substitute Entity.


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3.3.2 In the event that the Lenders' Representative makes a representation to the authority within the period of 15 (fifteen) days specified in Clause 3.3.1, stating that it intends to substitute the Concessionaire by a Substitute Entity, the Lenders' Representative shall be entitled to undertake and complete the substitution of the Concessionaire by a Substitute Entity in accordance with the provisions of this Agreement within a period of 180 (one hundred and eighty) days from the date of such representation, and authority shall either withhold Termination or undertake Suspension for the aforesaid period of 180 (one hundred and eighty) days; provided that upon written request from the Lenders' Representative and the Concessionaire, authority shall extend the aforesaid period of 180 (one hundred and eighty) days by a period not exceeding 90 (ninety) days.

3.4 Procedure for substitution

3.4.1 The ULB and the Concessionaire hereby agree that on or after the date of Notice of Financial Default or the date of representation to the ULB under Article 3.3.2, as the case may be, the Lenders' Representative may, without prejudice to any of the other rights or remedies of the Senior Lenders, invite, negotiate and procure offers, either by private negotiations or public auction or tenders for the take over and transfer of the Project including the Concession to the Substitute Entity upon such Substitute Entity's assumption of the liabilities and obligations of the Concessionaire towards Authority and/or ULB under the Concession Agreement and towards the Senior Lenders under the Financing Agreements.

3.4.2 To be eligible for substitution in place of the Concessionaire, the Substitute Entity shall be required to fulfil the eligibility criteria that were laid down by authority for short listing the bidders for award of the Concession; provided that the Lenders' Representative may represent to authority that all or any of such criteria may be waived in the interest of the Project, and if the authoritydetermines that such waiver shall not have any material adverse effect on the Project, it may waive all or any of such eligibility criteria.

3.4.3 Upon selection of a Substitute Entity, the Lenders' Representative shall request the ULB to:

(a) accede to transfer to the Substitute Entity the right to construct, operate and maintain the Project in accordance with the provisions of the Concession Agreement;

(b) endorse and transfer the Concession to the Substitute Entity, on the same terms and conditions, for the residual Concession Period; and

(c) enter into a Substitution Agreement with the Lenders' Representative and the Substitute Entity on the same terms as are contained in this Agreement.

3.4.4 If the Authority/ULB has any objection to the transfer of Concession in favor of the Substitute Entity in accordance with this Agreement, it shall within 15 (fifteen) days from the date of proposal made by the Lenders' Representative, give a reasoned order after hearing the Lenders' Representative. If no such objection is raised by the Authority/ULB, the Substitute Entity shall be deemed to have been accepted. Authority thereupon shall transfer and endorse the Concession within 7 (seven) days of its acceptance/deemed acceptance of the Substitute Entity; provided that in the event of such objection by Authority/ULB, the Lenders' Representative may propose another Substitute Entity whereupon the procedure set forth in this Article 3.4 shall be followed for substitution of such Substitute Entity in place of the Concessionaire.


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3.5 Selection to be binding

The decision of the Lenders' Representative and Authority in selection of the Substitute Entity shall be final and binding on the Concessionaire. The Concessionaire irrevocably agrees and waives any right to challenge the actions of the Lenders' Representative or the Senior Lenders or Authority taken pursuant to this Agreement including the transfer/assignment of the Concession in favor of the Substitute Entity. The Concessionaire agrees and confirms that it shall not have any right to seek revaluation of assets of the Project or the Concessionaire's shares. It is hereby acknowledged by the Parties that the rights of the Lenders' Representative are irrevocable and shall not be contested in any proceedings before any court or Authority and the Concessionaire shall have no right or remedy to prevent, obstruct or restrain Authority or the Lenders' Representative from effecting or causing the transfer by substitution and endorsement of the Concession as requested by the Lenders' Representative.

4 PROJECT AGREEMENTS

4.1 Substitution of Substitute Entity in Project Agreements

The Concessionaire shall ensure and procure that each Project Agreement contains provisions that entitle the Substitute Entity to step into such Project Agreement, in its discretion, in place and substitution of the Concessionaire in the event of such Substitute Entity's assumption of the liabilities and obligations of the Concessionaire under the Concession Agreement.

5 TERMINATION OF CONCESSION AGREEMENT

5.1 Termination upon occurrence of Financial Default

At any time after issue of a Notice of Financial Default, the Lenders' Representative may by a notice in writing require the Authority to terminate the Concession Agreement forthwith, and upon receipt of such notice, Authority shall undertake Termination under and in accordance with the provisions of Clause 2.6of the Concession Agreement.

5.2 Termination when no Substitute Entity is selected

In the event that no Substitute Entity acceptable to the ULB and/ or Authority is selected and recommended by the Lenders' Representative within the period of 180 (one hundred and eighty) days or any extension thereof as set forth in Clause 3.3.2, Authoritymay terminate the Concession Agreement forthwith in accordance with the provisions thereof.

5.3 Realization of Debt Due

The ULB and/ or Authority and the Concessionaire hereby acknowledge and agree that, without prejudice to their any other right or remedy, the Lenders' Representative is entitled to receive from the Concessionaire, without any further reference to or consent of the Concessionaire, the Debt Due upon Termination of the Concession Agreement.


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6 DURATION OF THE AGREEMENT

6.1 Duration of the Agreement

This Agreement shall come into force from the date hereof and shall expire at the earliest to occur of the following events:

(a) Termination of the Agreement; or

(b) no sum remains to be advanced, or is outstanding to the Senior Lenders, under the Financing Agreements.

7 INDEMNITY

7.1 General indemnity

7.1.1 The Concessionaire will indemnify, defend and hold Authority, ULB, and the Lenders' Representative harmless against any and all proceedings, actions and third party claims for any loss, damage, cost and expense of whatever kind and nature arising out of any breach by the Concessionaire of any of its obligations under this Agreement or on account of failure of the Concessionaire to comply with Applicable Laws and Applicable Permits.

7.1.2 The Lenders' Representative will indemnify, defend and hold the Concessionaire harmless against any and all proceedings, actions and third party claims for any loss, damage, cost and expense arising out of failure of the Lenders' Representative to fulfil its obligations under this Agreement, materially and adversely affecting the performance of the Concessionaire's obligations under the Concession Agreement, other than any loss, damage, cost and expense, arising out of acts done in discharge of their lawful functions by the Lenders' Representative, its officers, servants and agents.

7.2 Notice and contest of claims

In the event that any Party hereto receives a claim from a third party in respect of which it is entitled to the benefit of an indemnity under Article 7.1 or in respect of which it is entitled to reimbursement (the "Indemnified Party"),it shall notify the other Party responsible for indemnifying such claim hereunder (the "Indemnifying Party")within 15 (fifteen) days of receipt of the claim and shall not settle or pay the claim without the prior approval of the Indemnifying Party, such approval not to be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim, it may conduct the proceedings in the name of the Indemnified Party and shall bear all costs involved in contesting the same. The Indemnified Party shall provide all cooperation and assistance in contesting any claim and shall sign all such writings and documents as the Indemnifying Party may reasonably require.

8 DISPUTE RESOLUTION

8.1 Dispute resolution

Any dispute, difference or claim arising out of or in connection with this Agreement, which is not resolved amicably, shall be decided finally by reference to arbitration to a


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Board of Arbitrators comprising one nominee each of Authority, ULB, Concessionaire and the Lenders’ Representative. Such arbitration shall be held in accordance with the Rules of Arbitration of the International Centre for Alternative Dispute Resolution, New Delhi (the “Rules”) or such other rules as may be mutually agreed by the Parties, and shall be subject to provisions of the Arbitration and Conciliation Act, 1996 (as amended from time to time).

The Arbitrators shall issue a reasoned award and such award shall be final and binding on the Parties. The venue of arbitration shall be Hyderabad and the language of arbitration shall be English.

9 MISCELLANEOUS PROVISIONS

9.1 Governing law and jurisdiction

This Agreement shall be construed and interpreted in accordance with and governed by the laws of India, and the Courts at Hyderabad shall have jurisdiction over all matters arising out of or relating to this Agreement.

9.2 Waiver of sovereign immunity

The ULB 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 ULB 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).

9.3 Priority of agreements

In the event of any conflict between the Concession Agreement and this Agreement, the provisions contained in the Concession Agreement shall prevail over this Agreement.

9.4 Alteration of terms


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All additions, amendments, modifications and variations to this Agreement shall be effectual and binding only if in writing and signed by the duly authorizedrepresentatives of the Parties.

9.5 Waiver

9.5.1 Waiver by any Party of a default by another Party in the observance and performance of any provision of or obligations under this Agreement: (a) shall not operate or be construed as a waiver of any other or subsequent default

hereof or of other provisions of or obligations under this Agreement;

(b) shall not be effective unless it is in writing and executed by a duly authorized representative of the Party; and

(c) shall not affect the validity or enforceability of this Agreement in any manner.

9.5.2 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 another Party shall be treated or deemed as waiver of such breach or acceptance of any variation or the relinquishment of any such right hereunder.

9.6 No third-party beneficiaries

This Agreement is solely for the benefit of the Parties and no other person or entity shall have any rights hereunder.

9.7 Survival

9.7.1 Termination of this Agreement:

(a)shall not relieve the Parties 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, shall not relieve either Party of any obligations or liabilities for loss or damage to the other Party arising out of or caused by acts or omissions of such Party prior to the effectiveness of such termination or arising out of such termination.

9.7.2 All obligations surviving the cancellation, expiration or termination of this Agreement shall only survive for a period of 3 (three) years following the date of such termination or expiry of this Agreement.

9.8 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


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such provisions shall not be subject to dispute resolution under Article 8 of this Agreement or otherwise.

9.9 Successors and assigns

This Agreement shall be binding on and shall inure to the benefit of the Parties and their respective successors and permitted assigns.

9.10 Notices

All notices or other communications to be given or made under this Agreement shall be in writing, shall either be delivered personally or sent by courier or registered post with an additional copy to be sent by facsimile/email. The address for service of each Party and its facsimile number are set out under its name on the signing pages hereto. A notice shall be effective upon actual receipt thereof, save that where it is received after 5.00 (five) P.M. on any day, or on a day that is a public holiday, the notice shall be deemed to be received on the first working day following the date of actual receipt. It is hereby agreed and acknowledged that any Party may by notice change the address to which such notices and communications to it are to be delivered or mailed. Such change shall be effective when all the Parties have notice of it.

9.11 Language

All notices, certificates, correspondence and proceedings under or in connection with this Agreement shall be in English.

9.12 Authorized representatives

Each of the Parties shall by notice in writing designate their respective authorizedrepresentatives through whom only all communications shall be made. A Party hereto shall be entitled to remove and/or substitute or make fresh appointment of such authorized representative by similar notice.

9.13 Original Document

This Agreement may be executed in three counterparts, each of which, where executed and delivered shall constitute an original of this Agreement.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN. SIGNED, SEALED AND DELIVERED SIGNED, SEALED AND DELIVERED For and on behalf of For and on behalf of AUTHORITY by: ULB OF [***] by:

(Signature) (Signature) (Name) (Name)


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(Designation) (Designation) (Address) (Address) (Fax No.) (Fax No.)

SIGNED, SEALED AND DELIVERED For and on behalf of SENIOR LENDERS by the Lenders' Representative:

(Signature) (Name) (Designation) (Address) (Fax)

For and on behalf of CONCESSIONAIRE by:

(Signature) (Name) (Designation) (Address) (Fax No.)

SIGNED, SEALED AND DELIVERED For and on behalf of SENIOR LENDERS by the Lenders' Representative:

(Signature) (Name) (Designation) (Address) (Fax)

In the presence of:

1 2.


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ANNEXURE – J

FORMAT OF COMMISSIONING CERTIFICATE FOR FRESH MSW

PROCESSING FACILITY

Name of Work:…………………………………………………………………………………………..

Concession Agreement No. __________ Date ___________

Certified that the above-mentioned Facility was commissioned on ........................ (Date) at

………. Project Site (Name) for the ………… Municipal Corporation/Council and I have satisfied

myself to best of my ability that the Facility has been commissioned properly. Date of issue:…………………..

….…………………….


………………………..



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ANNEXURE – K

FORMAT OF COMMISSIONING CERTIFICATE FOR BIO -MINING FACILITY

Name of Work:…………………………………………………………………………………………..

Concession Agreement No. __________ Date ___________

Certified that the above-mentioned Facility was commissioned on ........................ (Date) at

………. Project Dumpsite (Name) for the ………… Municipal Corporation/Council and I have

satisfied myself to best of my ability that the Facility has been commissioned properly. Date of issue:…………………..

….…………………….


………………………..


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