Operating Jai Prakash Narain International Centre …...Operating Jai Prakash Narain International...

Operating Jai Prakash Narain International Centre (JPNIC)

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REQUEST FOR PROPOSAL

(Bidding Terms & Draft Agreement) FOR

Selection of Operator for

Operating Jai Prakash Narain International Centre

(JPNIC)

Vipinkhand, Gomti Nagar,

Lucknow

(17th August, 2016)


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LDA’s Reference No:

Project Name: Selection of Operator for “OperatingJai Prakash Narain International

Centre (JPNIC)”

Name of Ministry/ Department: Housing and Urban Planning Department, Government of

Uttar Pradesh


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SECTION 1:

INSTRUCTIONS TO BIDDERS


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Standard

1 Definitions

a) “Employer” means the Jai Prakash Narain International Centre Society (JPNICS) with whom the selected operator will sign the Agreement for providing services as per the terms and conditions of contract for services. In this case the Lucknow Development Authority (LDA) is inviting bids but, the Agreement will be signed with the JPNICS.

b) “Operator” means any entity or person or associations of person selected to operate the JPNIC by providing the services to the Employer in accordance with the terms & conditions of the contract.

c) “Contract” means the Agreement at Section 6 signed by the JPNICS and the selected Operator

d) “Project specific information” means such part of the RFP which contain conditions specific to the project and assignment.

e) “Day” means calendar day. f) “Government” means the Government of Uttar Pradesh g) “Personnel” means professionals and support staff provided by the Selected

Operator. h) “Proposal” means the Technical Proposal and the Financial Proposal. i) “RFP” means the Request for Proposal prepared by the LDA for the selection of

operator. j) “Assignment” means the work that the Selected Operator shall perform pursuant to

the Contract. k) “Affiliate” means any corporation, firm, or other entity that directly or indirectly is

controlled by or is under common control of another corporation ,firm or entity. l) “Terms of Reference (TOR)” means the conditions included in the RFP including

those in Section 5 which explains the objectives, scope of work, activities, tasks to be performed, respective responsibilities of the LDA, JPNICS and the Selected Operator, and expected outcomes and deliverables of the Assignment.

m) "Services" means Facilities provided by the Operator. n) "Revenue" means Total Turnover of the Centre. o) "Networth" means Amount available in the account of Company. p) "Facilities" means Services available for the members of the Centre. q) "Central Services" means Lift, Escalators, Air-conditioning, Fire Fighting System,

STP, WTP & CCTV etc.


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2 Introduction

Consultancy Development Centre (CDC), an autonomous institution of the Ministry of

Science and Technology, Government of India is facilitating LDA in the selection of

the operator.

The bidders are invited to submit a proposal in two parts - the Technical part and the

financial part sealed separately, as specified in the Data Sheet. Late bids i.e. bids

received after the specified date in the data sheet will not be considered. The

Proposals submitted will be the basis for signing the Contract with the Selected

Operator.

The Bidders are required to familiarize themselves with the local conditions and take

them into account while preparing their proposals. To obtain first-hand information on

the assignment and local conditions, Bidders are advised to attend a pre-bid conference

as specified in the Data Sheet. Attending the pre-bid conference is optional. Bidders

should contact LDA’s representative named in the Data Sheet to obtain additional

information on the pre-bid conference.

Bidders may submit their comments and suggestions on the Terms of Reference

including workable suggestions that could improve the quality/ effectiveness of the

Assignment/job; and on requirements for counterpart staff and facilities including:

administrative support, office space, domestic transportation, equipment, data, etc.

during the pre-bid conference.

Bidders shall bear all costs in connection with the preparation and submission of their

proposals, attending pre-bid conference, etc.

LDA may accept or reject any proposal in its discretion and may ask for any additional

information or vary its requirements, add to or amend the terms, procedure and

protocol set out in RFP for bonafide reasons. Further LDA hereby reserves its right to

annul the selection process at any time prior to the Contract award without incurring

any liability towards the Tenderers.

3 Eligibility of Association of Bidders

A bidder may bid by forming a consortium of companies or joint venture of companies.

For avoidance of doubt, in case of JV, JV should be incorporated under companies Act,

2013. In both the cases, a copy of the JV agreement or the Consortium Agreement must

be duly submitted along with the proposal. Failing which, the proposal will be rejected.


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a) For the purpose of evaluation, the combined score of all the members of the

Consortium or JV, as the case maybe, will be taken into consideration. However,

the lead member of the consortium or JV, of the bidder shall be the bidder who if

selected shall enter into agreement with the employer. In case of a JV or a

consortium, the leadmember should not change for atleast 5 years.

b) In case of a JV/Consortium agreement, the contract shall be signed by the lead

member who will be the authorized signatory for the said JV/consortium

c) The lead member of the association of JV/Consortium shall be responsible and

liable to the Employer for every aspect of their proposal, contract, etc.The JV/

Consortium Agreement will form part of the final contract to be signed between the

JPNICS and the Selected Operator.

3A Non-Eligibility

(i) Bids of those Bidders against whom any criminal case is pending before Court of Competent Jurisdiction or who have been convicted by Court of Competent Jurisdiction shall not be considered.

(ii) Bids of those Bidders, who will be found to be involved in theft or in non-payment of Government dues or taxes, will be out rightly rejected and will not be considered for the opening of the Financial Bid.

(iii) The Bids of those Bidders who have been black listed or debarred by Central Government or any Central Government Authority or any State Government or any State Government Authority, shall not be considered.

Explanation: For the purposes of this clause.

(i) If any Director of a Company is convicted by any Court of Competent Jurisdiction, it shall be deemed that such Company, has been convicted.

(ii) If any criminal case is pending against any Director of a Company, before any Court of Competent Jurisdiction, it shall be deemed that criminal case is pending against such Company.

(iii) If any member of Consortium is Non-Eligible under Clause 3A, it shall be deemed that Consortium is Non-Eligible

The Company, Consortium or JV have to provide an undertaking on the above

4 Clarification and Amendment of RFP Documents

Bidders may request a clarification on any clause of the RFP documents up to the

number of days indicated in the Data Sheet before the proposal submission date. Any


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request for clarification must be sent in writing, or by standard electronic means to the

address indicated in the Data Sheet. LDA will respond in writing, or by standard

electronic means and will send written copies of the response (including an explanation

of the query but without identifying the source of inquiry) to all Bidders. Should LDA

deem it necessary to amend the RFP as a result of a clarification, it shall do so following

the procedure below:

At any time before the submission of Proposals, LDA may amend the RFP by issuing an

addendum in writing or by standard electronic means. The addendum shall be sent to all

Bidders and will be binding on them. Bidders shall acknowledge receipt of all

amendments. To give bidders reasonable time in which to take an amendment into

account in their Proposals LDA may, if the amendment is substantial, extend the

deadline for the submission of Proposals.


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5 Conflict of Interest

Bidders, and any of their affiliates, shall be considered to have a conflict of interest

and shall not be eligible for selection as operator under any of the circumstances set

forth below:

a) Conflicting Assignment/job:A bidder or any of its affiliates shall not be hired for

any Assignment/job that, by its nature, may be in conflict with this Assignment/job

of the bidder to be executed for the same Employer.

b) Conflicting Relationships:A bidder that has a business or family relationship with

a member of the LDA’s staff who is directly or indirectly involved in any part of

(i) the preparation of the Terms of Reference of the Assignment/job, (ii) the

selection process for such Assignment/job, or (iii) supervision of the Contract, may

not be awarded a Contract, until and unless the conflict stemming from this

relationship has been resolved in a manner acceptable to LDA.

Bidders have an obligation to disclose any situation of actual or potential conflict that

impacts their capacity to serve the best interest of LDA, or that may reasonably be

perceived as having this effect. Failure to disclose said situations may lead to the

disqualification of the bidder or the termination of its Contract.

6 Only One Proposal

Each bidder will submit only one proposal. If a bidder submits or participates in more

than one proposal, all such proposals shall be disqualified. A bidder should not be part

of more than one JV/Consortium.

7 Proposal Validity

The Data Sheet indicates how long Bidders’ Proposals must remain valid after the

submission date. During this period, bidders shall ensure the availability of

professional staff nominated in the Proposal and also the financial proposal shall

remain unchanged. LDA will make its best effort to complete the selection process

within this period. Should the need arise; LDA may request the bidders to extend the

validity period of their proposals. Bidders who do not agree, have the right to refuse to

extend the validity of their Proposals; under such circumstance LDA shall not consider

such proposal for further evaluation.


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8 Preparation of Proposals

The Proposal as well as all related correspondence exchanged by the Bidders and LDA

shall be written in Hindi or English language, unless specified otherwise. In preparing

their Proposal, bidders are expected to examine in detail all the documents comprising

the RFP. Material deficiencies in providing the information requested may result in

rejection of a Proposal. While preparing the Technical Proposal, Bidders must give

particular attention to the following:

• The bidder must physically visit the JPNIC premises to have a clear

understanding of the proposed facilities and the nature of Services required.

• While making the proposal, the bidder must ensure that he provides all the

information as sought by LDA, failing which the proposal shall be considered as

non-responsive.

• Alternative professional staff shall not be proposed, and only one Curriculum

Vitae (CV) may be submitted for each position mentioned.

Bidders are required to submit a Technical Proposal (TP) in forms provided in Section-

III. The Data sheet in Section-II indicates the formats of the Technical Proposal to be

submitted. Submission of wrong type of Technical Proposal will result in the Proposal

being deemed non-responsive. The Technical Proposal shall provide the information

indicated in the following paras from (a) to (f) using the attached Standard Forms

(Section 3).

a) A brief description of the bidder’s organization and in the case of a consortium/

joint venture, of each member, will be provided in Form Tech-2. In the same Form,

the bidder and in the case of a consortium/ joint venture, each member will provide

details of experience of assignments which are similar to the proposed assignment/

job as per the terms of reference. For each activity, the bidder should clearly

indicate his role and level of involvement in the same. Information should be

provided only for those Assignment/jobs for which the Bidder was legally

contracted as an independent entity or as one of the lead member within a joint

venture/consortium. Assignment/jobs completed by individual professional staff

working privately or through other firms cannot be claimed as the experience of

the Bidder, or that of the Bidder’s associates, but can be claimed by the

Professional staff themselves in their CVs. Bidders should be prepared to


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substantiate the claimed experience alongwith the proposal and must submit letter

of award /copy of contract for all the assignments mentioned in the proposal.

b) A description of the approach, methodology and work plan for performing the

Assignment/job covering the following subjects: technical approach and

methodology, work plan, and organization and staffing schedule is be finalized as

provided under Form TECH-3 of Section 3. The work plan should be consistent

with the Work Schedule (Form TECH-4 of Section 3) which will show in the form

of a bar chart the timing proposed for each activity.

c) The list of the proposed professional staff team by area of expertise, the position

that would be assigned to each staff team member and their tasks is to be provided

in Form TECH-5 of Section 3.

d) Estimates of the staff input needed to carry out the Assignment/job needs to be

given in Form TECH-5 of Section 3.

e) CVs of the Professional staff must be signed by the staff themselves or by the

authorized representative of the Professional Staff (Form TECH-5 of Section 3).

f) A detailed description of the proposed methodology for training needs to be given,

if the Data sheet specifies training as a specific component of the Assignment/job.

The Technical Proposal shall not include any financial information. A Technical Proposal

containing financial information may be declared non-responsive.

Financial Proposal: The Financial Proposal shall be prepared using the attached Standard

Forms (Section 4). The financial proposal shall not include any conditions attached to it and

any such conditional financial proposal shall be rejected summarily. The financial proposal

shall be in the form of lump-sum revenue (in the form of Assured Minimum Guarantee).

(Note: for the purpose of calculation the rates of IHC, New Delhi or any other equivalent

facility may be taken).

9 Taxes

The Bidder shall include all local taxes and duties on amounts payable by the Selected

Operator under the Contract. All taxes including Service Tax, duties and other

impositions as applicable in India shall be included in the Financial Proposal.

For the purpose of evaluation, the financial proposal should be in the form of lump-sum

revenue calculated on base price of facilities offered (exclusive of taxes). The revenue

sharing will be on basic amount. Taxes should not be included in revenue sharing.


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10 Currency

Bidders shall express the price of their Assignment/job in Indian Rupees (INR) only.

11 Earnest Money Deposit (EMD)

An EMD of Rs.10,00,000/- (Rupees Ten Lakh only), in the form of Demand Draft

drawn in favor of Secretary, LDA payable at Lucknow must be submitted alongwith the

Proposal. A Bank Guarantee may also be accepted in lieu of the Demand Draft (DD).

Incase EMD is paid in the form of Bank Guarantee, Bank Gurantee should be in favour

of Secretary, Lucknow Development Authority, Lucknow valid for the period of 6

months. Proposals not accompanied by EMD shall be rejected as being non-responsive.

No interest shall be payable by LDA for the sum deposited as earnest money deposit.

The EMD of the unsuccessful bidders would be returned back within one month of

signing of Agreement with the Selected Operator.

The EMD shall be forfeited by LDA in the following events:

a) If Proposal is withdrawn during the validity period or any extension agreed by the

Bidder thereof.

b) If the Proposal is varied or modified in a manner not acceptable to LDA after

opening of Proposal during the validity period or any extension thereof.

c) If the Bidder tries to influence the evaluation process.

12 Cost of the RFP

All bidders are required to pay Rs. 50,000/- (Rupees Fifty Thousand) only towards

Cost of RFP in the form of demand draft drawn in favor of Secretary, LDA and

payable at Lucknow. The Cost of RFP is Non-Refundable. Proposal, which does not

include the Cost of RFP , will be rejected as non-responsive.


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13 Submission, Receipt, and Opening of Proposal

a) The original proposal, both Technical Proposal and Financial Proposal shall

contain no inter lineation or overwriting, except as necessary to correct errors made

by the Bidders themselves. The person who signed the proposal must initial such

corrections. Submission letters for both Technical Proposal and Financial

Proposals should respectively be in the format of TECH-1 of Section 3, and FIN-1

of Section 4.

b) An authorized representative of the bidder shall initial all pages of the original

Technical Proposal and Financial Proposals. The authorization shall be in the form

of a written power of attorney accompanying the Proposal or in any other form

demonstrating that the representative has been dully authorized to sign. The signed

Technical Proposal and Financial Proposals shall be marked “ORIGINAL”.

c) The original and 2 copies of the Technical Proposal shall be placed in a sealed

envelope clearly marked “TECHNICAL PROPOSAL” Similarly, the original

Financial Proposal shall be placed in a sealed envelope clearly marked

“FINANCIAL PROPOSAL”. The envelopes containing the Technical Proposals,

Financial Proposals, EMD and Cost of RFP shall be placed in an outer envelope

and sealed. This outer envelope shall bear the submission address, reference

number and be clearly marked “BIDS FOR SELECTING OPERATOR FOR

JPNIC---DO NOT OPEN, BEFORE [insert the time and date of the opening

indicated in the Data sheet]”. LDA shall not be responsible for misplacement, loss

or premature opening if the outer envelope is not sealed and/or marked as

stipulated.

d) If the Financial Proposal is not submitted in a separate sealed envelope duly

marked as indicated above, this will constitute grounds for declaring the Proposal

non-responsive.

e) The Proposals must be sent to the address/addresses indicated in the Data sheet and

received by LDA no later than the time and the date indicated in the Data sheet, or

any extension to this date. Any proposal received by LDA after the deadline for

submission shall be returned unopened.


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14 Proposal Evaluation

From the time the Proposals are opened to the time the Letter of Intent(LOI) is issued

to successful Bidder, the Bidders should not contact LDA on any matter related to its

Technical Proposal and/or Financial Proposal. Any effort by Bidders to influence LDA

in the examination, evaluation, ranking of Proposals, and recommendation for award

of Contract may result in the rejection of the Bidders’ Proposal. LDA has constituted a

Selection Committee which will carry out the entire evaluation process.

a) Evaluation of Technical Proposals: The Selection Committee while evaluating

the Technical Proposals shall have no access to the Financial Proposals until the

technical evaluation is concluded and the competent authority accepts the

recommendation.

• Proposals which are not supported by adequate proof of the Signatory’s Authority

or are not accompanied by an EMD/Cost of RFP will not be evaluated.

• The Selection Committee will evaluate the Technical Proposals only for those

Bidders who satisfy the pre-qualification criteria as referred in the Data Sheet. The

Technical Proposals will be evaluated based on the documentary evidence

submitted by the Bidder. Each responsive proposal will be given a technical score.

A Proposal shall be rejected at this stage if it does not respond to important aspects

of the RFP, and particularly the Terms of Reference or if it fails to achieve the

minimum technical score indicated in the Data Sheet. The Technical Proposals

which are incomplete shall not be evaluated.

• The Proposal shall be rejected if Bidder does not fulfill the eligibility criteria or the

validity period of the proposal is less than 120 days.

• During the process of evaluation of the Technical Proposal, the Bidder may be

required to make presentation on its Proposal covering Experience/Technical

Proposal including Implementation Methodology, Team Composition, Work

Schedule, Pert and Activity Schedule. The date and time of the presentation will be

intimated individually. (Clarification/additional information may be sought

during scrutiny)

b) Opening& Evaluation of the Financial Proposals:

• After the technical evaluation is completed, the qualified Bidders shall be informed

in writing about the time and location for opening the Financial Proposals.


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Bidder’s attendance at the opening of Financial Proposals is optional but it shall be

recorded and signed by all present.

• Financial Proposals shall be opened publicly in the presence of the Bidder’s

representatives who choose to attend. The Financial Proposal of the Bidders who

meet the minimum qualifying mark will then be inspected to confirm that they

have remained sealed and unopened. The Financial Proposals of the Bidders who

meet the minimum qualifying marks as indicated in the Data Sheet shall then be

opened, and their quotes/ assured revenues in the form of annual Assured

Minimum Guarantee will be read aloud and recorded.

• Financial proposals of only those Bidders will be evaluated, who secure a

minimum of 70% marks in the technical evaluation.

• The proposal with the HIGHEST Assured Minimum Guarantee (AMG) as given in

FORM FIN 2 shall be ranked as H-1 and will be considered for award of Contract.

15 Availability of Professional Staff/Experts:

Having selected the Operator on the basis of, among other things, an evaluation of

proposed professional staff, LDA expects to sign a Agreement on the basis of the

professional staff named in the Proposal. LDA will require assurances that the

professional staff will be actually available. LDA will not consider substitutions before

Agreement signing unless both parties agree that undue delay in the selection process

made such substitution unavoidable or for reasons such as death or medical incapacity

or if the professional staff has left the organization. If this is not the case and if it is

established that Professional staff were offered in the proposal without confirming

their availability, the Bidder may be disqualified. Any proposed substitute shall have

equivalent or better qualifications and experience than the original candidate and be

submitted by the Selected Operator within the specified time period.

16 Award of Contract

LDA shall issue a Letter of Intent (LOI) to the Selected Operator. The Selected

Operator will sign the Agreement after fulfilling all the formalities/pre-conditions

mentioned in the standard form of contract in Section-6, within 15 days of issuance of

the LOI. The Selected Operator is expected to commence the Assignment/job from

such date as mentioned in the Agreement.


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17 Confidentiality

Information relating to evaluation of Proposals and recommendations concerning

awards shall not be disclosed to the Bidders who submitted the Proposals or to other

persons not officially concerned with the process, until the publication of the award of

Contract. The effort by Bidder to seek confidential information related to the process

may result in the rejection of its Proposal.

18 Bid Validity Period

Bid submitted by Bidder shall be valid for the period of 120 days from the last date of

submission of Bid.


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SECTION 2:

DATA SHEET


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DATA SHEET

1. Name of the client: Lucknow Development Authority (LDA)

Method of selection: Quality cum Cost Based System (QCBS)

2. Documents part of RFP: Section 1 - Instructions to Bidders

Section 2 – Data Sheet

Section 3 - Technical Proposal - Standard Forms

Section 4 - Financial Proposal - Standard Forms

Section 5 - Terms of Reference

Section 6- Standard Form of Contract

3. Pre-Qualification Criteria

(a) The bidder (Company/JV/Consortium) must be a

Company registered under the Indian Companies Act,

1956with a minimum of five (05) years of relevant

experience for running of hospitality facilities in the

hospitality industry (Incorporation/ Registration

Certificate required). The other member of the

consortium/JV may be an international company of

relevant experience in hospitality/ hotel sector in India

(b) The bidder (Company/JV/Consortium) must have an

experience of minimum one (01) assignment/facility of

similar nature for running of hospitality facilities in the

hospitality industry. (Copy of work order/ Contract of

the mentioned assignment/proof of facility required)

(c) The bidder (Company/JV/Consortium)must have a

minimum averageturnover of not less than Rs.10

croresand a net worth of not less than Rs. 3 croresfor

previous three financial years (2012-13,2013-14&

2014-15) (Audited Accounts/Certificate from Auditors

required)

Note:In case of a JV/Consortium, the lead member should have


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a minimum average turnover of not less than Rs. 3 crores and a net worth of not less than Rs. 1 croreforprevious three financial years ( 2012-13, 2013-14& 2014-15)

(d) The bidder must have a dedicated manpower size of

atleast50 people for undertaking the current assignment.

(Employee details/ Resumes required)

Documentary proof with respect to the above criteria is

essential without which the proposal will be rejected.

Technical and Financial evaluation will be done only for

the bidders satisfying the above criteria.

4. JV/ Consortium Agreement JV/ Consortium Agreements may be mentioned and will form

an integral part of the Proposal.

5. Earnest Money Deposit

requested:

The Bidder must submit an EMD of Rs. 10,00,000/- (Rupees

ten lakh) only in Indian Rupees in the form of a Demand

Draft/Bank Guarantee drawn in favour of the Vice Chairman,

Lucknow Development Authority, payable at Lucknow.

6. Performance Bank

Guarantee requested:

The Selected Operator will be required to submit a Performance

Bank Guarantee of Rs.2,50,00,000/- (Rupees two crore fifty

lakh) only in favour of JPNICS for period of 6 months beyond

the date of Agreement.

7. Technical and Financial

Proposals requested:

Yes

Name, objectives, and

description of the

assignment:

As detailed in TOR (Section 5)

8. Pre-bid conference will be

held on:

Date: 21.09.2016

Time: 1200hrs Noon

Venue: Vice Chairman’s Office Lucknow Development Authority PradhikaranBhawan VipinKhand, Gomti Nagar Lucknow


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Tel: 0522-2302578 Fax: 0522-2302400 Email:[email protected]

Contact details for pre-bid conference: Mr. S. K. Sharma Head (Business Development) Consultancy Development Centre Core 4B 2nd Floor, India Habitat Centre, Lodhi Road New Delhi – 110 003 Tel: 91 11 24603425; 24602601 Fax: 91 11 24602602 Email: [email protected]

Bidders may confirm their participation in the pre-bid

conference to the above person.

9. Name(s), address(es), and

telephone numbers of the

LDA official(s):

Vice Chairman Lucknow Development Authority PradhikaranBhawan VipinKhand, Gomti Nagar Lucknow Tel: 0522-2302578 Fax: 0522-2302400 Email: [email protected]

10. LDAenvisages the need for

continuity for downstream

work:

Yes

11. Clauses on fraud and

corruption in the

Agreement:

Clause 6.2.9 of Section 6

12. Number of days during

which clarifications to be

sought before the Bid

submission date:

No clarifications will be entertained with in the last 7 (seven)

working days from the last date of submission of the bid.

Address for requesting

clarifications is:

Mr. S. K. Sharma Head (Business Development) Consultancy Development Centre Core 4B 2nd Floor, India Habitat Centre, Lodhi Road New Delhi – 110 003 Tel: 91 11 24603425; 24602601


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Fax: 91 11 24602602 Email: [email protected]

13. Language(s) of the

submitted proposals:

English

The Contract to be signed with the SelectedOperator shall be

written in the English language, which shall be the language

that shall govern the contractual relations between JPNICSand

the SelectedOperator.

14. Reports that are part of the

assignment must be written

in the language

English

15. Training is a specific

component of this

assignment:

Yes

16. Taxes: [Specify Bidder’s

liability:]:

As perclause no 5.4.8

17. Bidder to state cost in the

national currency:

Indian Rupees

18. Proposals must remain valid

for one hundred twenty (120

days after the last day of

submission, i.e., until:

Date- 05.02.2017

19. Address to submit an

original &Two(2)

additional copies of

technical proposal and one

(1) original Financial

proposal

Executive Engineer, JPNIC Lucknow Development Authority PradhikaranBhawan 5th Floor, New Building VipinKhand, Gomti Nagar Lucknow Email: [email protected]

20. Proposals submission date: Not later than the following date and time:

Date: 06.10.2016

Before 3.00 P.M


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21. Address to send information

to LDA:

Vice Chairman Lucknow Development Authority PradhikaranBhawan VipinKhand, Gomti Nagar Lucknow Tel: 0522-2302578 Fax: 0522-2302400 Email: [email protected]

22. Number of points to be given under each evaluation criteria for technical evaluation:

Description of each evaluation criteria: Maximum Marks with

Break-up

(i). Average Turnover of the Bidder in Previousthree

financial years (2012-13, 2013-14& 2014-15)

(a)10 - 15 Crore

(b) 15 - 20 Crore

(c) Above 20Crore

Evidenced byAudited Accounts/Certificate from Auditors

15 Marks

5 Marks

10 Marks

15 Marks

(ii). Past Experience in work of similar nature

(a) Past experience of similar nature as described in point

number 3(b) of the data sheet, in terms of no. of assignments/

facilities executed over the last 5 years:

• No of assignments/facilities = upto 3

• No of assignments/facilities = 4 or 5

• No of Assignments/facilities = 6& above.

Evidenced byContract/Work/Engagement orders, indicating

details of assignment, client, value of assignment, date of

award etc.

20 Marks

20 Marks

(10 Marks)

(15 Marks)

(20 Marks)

(iii).Manpower, Skill Set, Team Composition & Deployment

(a). Composition of the project team identified for carrying out

the assignment:

• Experts on hospitality management& overall administration

25 Marks

5 Marks


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• Experts for customer service, housekeeping

• Experts for managing various events/ programmes

• Chefs and cooks (b). Details of specific Qualifications, Skills/ Competencies/

Expertise of the key professional staff/ Resumes of team

membersto give details of Education Qualification, description

of services provided in last 5 years , Client/ User Testimonials.

Provide atleast2 experts under each category:

• Chefs & Cooks

• Experts in Arts/ Cultural domain • Administrative Experts

• Experts in Hospitality Management

20 Marks

(5Marks)

(5Marks)

(5Marks)

(5Marks)

(iv). Understanding of TOR, Methodology and Work Plan

Adequacy of the proposed work plan and methodology in responding

to the TOR

(a). Understanding and adherence of TOR

Demonstrated level of understanding of the Project, its purpose,

scope, and Bidder's plan for performing the required Services

as detailed in Scope of Work, technical and Functional

requirements in the Bid, during the lifecycle of the Project:

Operating Jai Prakash Narain International Centre (JPNIC) of

LDA.

(b). Approach and Methodology:

(b.i). Comprehensiveness and Robustness of Project Plan

(level of detail of activities, management of operations,

practicality). This criterion will be evaluated based on the

following parameters:

(i) Comprehensiveness of plan with respect to all

activities that need to be undertaken as part of the

assignment to ensure that the proposed plan meets

the minimum requirements.

20 Marks

]

5 Marks

10 Marks


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(ii) Strategy for execution and overall management

(iii) Activities, sequencing, dependencies among

activities covering all the bundle of services

(iv) Resource planning and allocation

(b.ii) Plan for support &maintenance during pre-

implementation and implementation

(c). Work Plan and Time Schedule: Appropriateness of

prescribed Time Frames for compliance and justifications with

specific focus on efficient management and smooth operations.

5 Marks

Total 80 Marks

The bidder will be required to make presentation on its Proposal covering

Experience/Technical Proposal including Implementation Methodology, Team Composition,

Work Schedule, Activity Schedule, the date and time for which will be intimated individually.

The committee may visit sites/locations of the bidders stated as his experience to ascertain the

quality of services provided.

23. Financial Evaluation:

LDAshall shortlist all the bidders who secure the minimum required marks. The minimum cut

off will be 70 % (Seventy Percent). Financial proposals of only the Bidders scoring 70% in

technical bid will be evaluated.

The proposal with the highest Annual Assured Minimum Guarantee (AMG) shall be ranked as

H-1 and will be considered for award of contract.

24. Address for correspondence:

Vice Chairman’s Office Lucknow Development Authority PradhikaranBhawan VipinKhand, Gomti Nagar Lucknow Tel: 0522-2302578 Fax: 0522-2302400 Email: [email protected]

25. Period of Lease The period of lease for managing the operations of the

JPNIC is for 15 years


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26. Annual Assured Minimum

Guarantee (AMG)

The project involves minimum annual revenue in the form of an

Assured Minimum Guarantee to be quoted by the prospective

bidders. The base price for Assured Minimum Guarantee is

fixed at INR 3 crores.

The Bidder who quotes the highest Annual Assured Minimum

Guarantee (AMG) will be considered for award of contract.

27. Revenue Sharing a) The Selected Operator will share revenues with the

JPNICS on topline.

b) The Selected Operator will pay to the JPNICS either

theAMG or 18% of actual revenues, whichever is higher.

c) The sharing of revenues earned from the operations of

JPNIC will be settled on monthly basis.

d) All the monthly payments must be made within 45 days of

the end of a particular month in Indian rupees to JPNICS.

e) The Selected Operator will pay to JPNICS,the

proportionate monthly amount of AMG as quoted by him.

f) The final settlement of revenues(if actual revenues earned

during the year are more than the AMG) will be done on

financial year basis by 31st March of every year.

28. Commencement of

assignment:

On the date and at the location specified in the LOI/Agreement

29. Expected Timelines:

Finalization & installation of

Interiors and other facilities

in consultation with LDA

3 - 6 months from signing of Agreement

30. Date of Initializing (DOI) After 30 - 60 days from the installation of interiors and other

facilities at the JPNIC


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SECTION 3:

TECHNICAL PROPOSAL- STANDARD FORMS


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TECH

FORMS

FORM NAME X / √ Mention list of all supporting documents attached (if any)

TECH-1 Letter of Proposal Submission

TECH-2 Company’s Organization and Experience

(A). Company’s Organization

(B). Company’s Experience

TECH-3 Description of the Approach, Methodology

and Work Plan for Performing the

Assignment/ Job

TECH-4 Work Schedule

TECH-5 Team Composition and Task Assignments/

Jobs

(A). Summary of Project Team / Team

Composition

(B). Curriculum Vitae (CV) for Proposed

Professional Staff


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(On Bidder’s Letter-head) Form Tech 1A: Letter of Proposal Submission

[Location, Date] To: [Name and address of LDA]

Dear Sir

We, the undersigned, offer to provide the complete solutions for Operating Jai Prakash

Narain International Centre (JPNIC) of Lucknow Development Authority (LDA), in

accordance with your Request for Proposal dated [Insert Date].

We are hereby submitting our Proposal, which includes this Technical Proposal, and also the

Financial Proposal sealed under a separate envelope.

We undertake the total responsibility for performance of the Contract, if awarded to us.

We hereby declare that all the information and statements made in this Proposal are true and

accept that any misrepresentation contained in it may lead to our disqualification.

We understand that LDA is not bound to accept any Proposal it receives.

We remain,

Yours faithfully, *Authorized Signatory [In full and Designation]:

Name and Title of Signatory: Name of Bidder: Address: * NB: Authorization in form of power of Attorney is required on a non-judicial

StampPaper.


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Form Tech 1B: Bidder’s Authorization Certificate

To,

Vice Chairman

LDA,

Lucknow

<Bidder’s Name> __________________________, <Designation>______________

is hereby authorized to sign relevant documents on behalf of the company in dealing with

Proposal of reference <Reference No. & Date> ____________________.He is also

authorized to attend meetings and submit technical & financial information as may be

required by you in the course of processing above said proposal.

Thanking you,

Authorized Signatory

_________________________

<Company Name>

Seal


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Form Tech 1C: Bidder Details and Checklist

1 Company Information Details

1.1 Company Name

1.2 Details

Address

Phone number

Email

Fax

Website

1.3 Contact Person: Chief Executive/

Head of Operations

Name

Designation

Mobile Number

Email

Fax

1.4 Contact Person: Project Leader

Name

Designation

Mobile Number

Email

Fax


30 | P a g e

Documentary proof is essential without which the proposal may be rejected. Technical and

Financial evaluation will be done only for the bidders satisfying the above criteria.

2 Pre-Qualification Criteria and Supporting Documents Compliance X / √

2.1 Is your organization registered and has been in operation for at least

five years?

Attach Incorporation/ Registration Certificate or any other supporting

document.

2.2 Does your company have a minimum average turnover of atleastRs.10

crores for the preceding three financial yearsi.e (2012-13, 2013-14,

2014-15)

Does your company have a minimum average networthof atleastRs. 3

crores for the preceding three financial yearsi.e (2012-13, 2013-14,

2014-15)

Attach Audited Accounts/Certificate from Auditors or any other

supporting document.

2.3 Do you have a dedicated manpower size of at least 50 people for

undertaking hospitality assignments

Attach Employees’ profile, details &Resumes of project team members

(Currently working with the bidder)

2.4 Do you have an experience of minimum one (01) assignment/ facility

for running of hospitality facilities in the hospitality industry

Attach Copy of work order, Contract for each of the mentioned

assignments or any other supporting document.

2.5 Have you attached the Rs. 10,00,000___________ (Rupeesten lakh)

Demand Draft/Bank Guarantee for EMD?

2.6 Have you attached Rs. 50,000_________() Demand Draft for Cost of

RFP?

2.7 Have you attached the JV/ Consortium agreement with the bid? (only

in case of a JV/ Consortium)


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Form Tech 2: Company’s Organization and Experience

(A) - Company’s Organization

[Provide here a brief description of the background and organization of your Company/entity

and each associate for this Assignment/job. The brief description should include ownership

details, date and place of incorporation of the Company, objectives of the Company etc.

Years 2012-13 2013-14 2014-15

Turnover (INR)

Profit (INR)

Attach Incorporation/ Registration Certificate, Audited Account Sheets/ P&L Sheets.

(B) - Company’s Experience

Using the format below, provide information on each Assignment/job for which bidder, had

legally Contracted as a corporate entity or as one of the major partners (in case of a JV,

minimum stake should be 51%) or as aleadmember (where the consortium agreement states

your organization as the lead member) within an association, for carrying out Assignment/job

similar to the ones requested under this Assignment/job (exact assignment / job details may

be submitted) within India.

Company’s Name: ____________________________________

Assignment Name: Country: India

Location within Country: Key professional staff Provided by Your

Firm / entity(profiles):

Name of Client:

No. of Staff


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Address:

Duration of assignment:

Start Date

(Month/Year):

Completion Date

(Month/Year):

Approx. Value of Services (in Current

US$):

Name of Associated Bidders, if any:

No. of Months of Key professional staff,

provided by Associated Bidders:

Name of Senior Staff (Project Director/Coordinator, Team Leader) involved and functions

performed:

Narrative Description of Project:

Description of Actual Services Provided by Your Staff:

Note: Please provide documentary evidence i.e. copy of work order, Contract for each of

above mentioned assignment. The experience shall not be considered for evaluation, if such

requisite support documents are not provided.


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Form Tech 3: Description of Approach, Methodology and Work Plan for Performing

the Assignment/ Job

[Technical approach, methodology and work plan are key components of the Technical

Proposal].

You are suggested to present your Technical Proposal divided into the following three

chapters:

a). Technical Approach and Methodology,

b). Work Plan, and

c). Organization and Staffing

a). Technical Approach and Methodology: In this you should explain your understanding

of the objectives of the Assignment/job, approach to the Assignment/job, methodology

for carrying out the activities and obtaining the expected output, and the degree of detail

of such output. You should highlight the problems being addressed and their importance,

and explain the technical approach you would adopt to address them. You should also

explain the methodologies you propose to adopt and highlight the compatibility of those

methodologies with the proposed approach.

b). Work Plan: The Bidder should propose and justify the main activities of the

Assignment/job, their content and duration, phasing and interrelations, milestones

(including interim approvals by LDA, if any), and delivery dates of the deliverables. The

proposed work plan should be consistent with the technical approach and methodology,

showing understanding of the TOR and ability to translate them into a feasible working

plan. A list of the final deliverables should be included here. The work plan should be

consistent with the Work Schedule of Form TECH-6.

c). Organization and Staffing: The Bidder should propose and justify the structure and

composition of the team. Bidder should list the main disciplines of the Assignment/job,

the key expert responsible, and proposed technical and support staff.


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Form Tech 4: Work Schedule

Implementation Schedule –Indicative

S.

No. Activity1 Months

1 2 3 4 5 6 7 n

1

2

3

4

5

n

1Indicate all main activities of the assignment


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Form Tech 5: Team Composition

(A) - Summary of Project Team / Team Composition

1). Technical/ Managerial Staff

2. Support Staff

S.

No Name Position

Role

Description

Nature of Tasks which will

be

Performed by him/ her

CV Attached

(Yes/No)

S.

No Name Position

Role

Description

Nature of Tasks which will

be

Performed by him/ her

CV Attached

(Yes/No)


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(B) - Format of Curriculum Vitae (CV) For Professional Experts

1. Proposed Position [i.e., Chefs,experts in arts/cultural domain, etc.]:

2. Name of Firm [Insert name of firm proposing the staff/ where currently working]:

3. Name of Staff [Insert full name]:

4. Date of Birth: Nationality:

5. Education [Indicate college/university and other specialized education of staff member, giving names of institutions, degrees obtained]:

6. Membership of Professional Associations:

7. Other Training [Indicate significant training since degrees under 5 - Education were

obtained]:

8. Employment Record [Starting with present position, list in reverse order every employment held by staff member since last five years, giving for each employment (see format here below): dates of employment, name of employing organization, positions held.]:

From [Year]: To [Year]: Employer: ________________ Positions held:


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9. Detailed Tasks

Assigned

[List all tasks to be

performed under this

assignment]

10. Work Undertaken that Best Illustrates Capability to

Handle the Tasks Assigned

[Among theassignments in which the staff has been

involved, indicate the following information forthose

assignments that best illustrate staff capability to handle

the tasks listed under point 11.]

Name of assignment or project: Year: Location: Client: Main project features: Positions held: Activities performed:

11. Certification:

I, the undersigned, certify that to the best of my knowledge and belief, this CV correctly

describes myself, my qualifications, and my experience. I understand that any wilful

misstatement described herein may lead to my disqualification or dismissal, if engaged.

Date:

[Signature of staff member or authorized representative of the staff] Day/Month/Year

Full name of staff member: _________________________________________ Full name of authorized representative: _______________________________


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SECTION 4:

FINANCIAL PROPOSAL- STANDARD FORMS


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Form Fin 1: Financial Proposal Submission Form

[Location, Date]

To: Vice Chairman, LDA

Dear Sir,

We, the undersigned, offer to provide the Assignment/job for [Insert title of Assignment/job]

in accordance with your Request for Proposal dated [Insert Date] and our Technical Proposal.

Our attached Financial Proposals (in one sealed envelope) is for the sum of [Insert amount(s)

in words and figures]. This amount is inclusive of all taxes. We hereby confirm that the

financial proposals are unconditional and we acknowledge that any condition attached to

financial proposal shall result in rejection of our financial proposals.

Our Financial Proposals shall be binding upon us up to expiration of the validity period of the

Proposal.

We understand that you are not bound to accept any Proposal you receive.

Yours sincerely, Authorized Signature [In full and initials]: Name and Title of Signatory: Name of Company: Address:


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Form Fin 2: Lumpsum Revenue as per TOR of Section 5

BID PROPOSAL SHEETS

Name of the work: Operating Jai Prakash Narain International Centre (JPNIC)

Quotes submitted towards providing complete services to Lucknow Development Authority (LDA), in accordance with the Scope of Work and terms & conditions mentioned in RFP.

The financial bid isbased on a Revenue Sharing Model as follows:

Annual Assured Minimum Guarantee (AMG) Amount (in INR)

Annual Assured Minimum Guarantee

I ________________________ (Prospective Operator) assure to pay JPNICS(JPNICS) an annual Assured Minimum Guarantee (AMG) of Rs. ____________________________________ (in words) during any given year for the total contract period.

Note:

• The financial bid is for the total scope of work • The quotes mentioned in the Contract shall be deemed to include all amounts payable

for the use of patents, copyrights, registered charges, trademarks and payments for any other industrial property rights.

• Tax: Taxes are not inclusive •

Signature of the Authorized Signatory

Place: Name:

Date: Designation:

Name & Address of the Bidder:


41 | P a g e

SECTION 5:

TERMS OF REFERENCE 5.1 About JPNIC

5.2 Facilities Offered

5.3 Utilities

5.4 Scope of Work


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5.1 About Jai Prakash Narain International Centre (JPNIC)

Lucknow Development Authority has constructed a Jai Prakash Narain International Centre

(JPNIC) located at Vipin Khand, Gomti Nagar, Lucknow.

Jai Prakash Narayan International Convention and Sports Centre is designed as a signature

building for the city of nawabs, Lucknow. The Jai Prakash Narayan International Centre at

Lucknow comprises of a multiple number of facilities ranging from an aquatic center, a

sports center, a business center, a museum and a hotel along with sufficient parking space.

The centre is divided into four blocks as follows:

A. Convention Centre & Sports Block: comprising of an international standard tennis

court with stadium, badminton court with stadium, multipurpose court with stand and

various type of conferencing and seminar facilities.

B. Guest House Block: comprising of squash court, snooker and table tennis facilities,

guest rooms including VIP guest rooms and a dormitory, spa, gym, kitchen and

restaurants

C. Aquatic Block: comprising of a swimming pool of international standards with a stand

and a diving pool of international standard with diving platforms.

D. Museum Block: comprising of a museum, an open-air theatre, reading room and a

book library

This JPNIC is enclosed by Dr. Rammanohar Lohiya Park on one side and urban

development on the other. The design of the building therefore, aesthetically and functionally

fits appropriately into the contrasting contexts of urbanity and nature.


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5.2 Facilities Offered

5.2.1 Guest Rooms& VIP Rooms: The JPNIC has 103 guest rooms and 8 VIP rooms for

accommodating the Individual Members, Institutional Members and member guests

of the JPNIC.

5.2.2 Dormitory: The JPNIC has 6 dormitories totaling to 72 beds for accommodating

students coming for sports events and persons accompanying members and their

guests.

5.2.3 Restaurant: The JPNIC has 1 Guest Room Restaurant with an area of 214 sqm. and 1

Roof-top Restaurant with an area of 312 sqm. capacity serving both meals i.e.

vegetarian and non-vegetarian menu.

5.2.4 Cafeteria: The JPNIC has 2 cafeterias: one on the fourth floor and one on the ground

floor respectively

5.2.5 Banqueting: The JPNIC has designed one large mother kitchen, one service kitchen,

two smaller kitchens each with a restaurant and pantries at all floors well-connected

through service-lifts meeting the overall requirements of the JPNIC.

5.2.6 Convention Hall: There is one convention hall with auditorium type sitting with a

capacity of approximately 2000 pax with an area of 2486 sqm. This convention hall

will be equipped with all audio-visual facilities and can be used as an auditorium to

host big seminars/ conferences or any other cultural events. The facility has

collapsible partitions of approx. 700pax each.

5.2.7 Multi-Purpose Court: There is one multi-purpose Courtwith an area of 588sqm. This

multi-purpose court will be equipped with all audio-visual facilities and can be used

as an auditorium to host big seminars/ conferences or any other cultural events.

5.2.8 Conference Hall: There is one big conference hall with classroom type sitting with a

capacity of approximately 1000 pax with an area of 1497 sqm. This conference hall

will be equipped with all audio-visual facilities and can be used to host seminars/

conferences or any other cultural events.

5.2.9 Convention lobby/ Exhibition Space: There is a big convention lobby with a

capacity of approximately 1100 pax with an area of 1183 sqm. This convention lobby

can be used to host a big exhibition or as banqueting facility for programmes taking

place in the convention centre.

5.2.10 Seminar Hall: The JPNIC has two seminar halls with an area of 552 sqm. to serve

the multiple needs of the LDA officials, members, etc. with latest conferencing and


44 | P a g e

audio-video facilities. The seminar hall has flexible partitions to accommodate even

100 pax as per the requirements.

5.2.11 Health Club: The JPNIC has a number of health and sports facilities which have

been clubbed under the health club facilities as follows:

a) Tennis Court of 1371sqm capacity

b) Squash Court of 396sqm capacity

c) Swimming Pool & Diving Pool of 2852 sqm capacity

d) Children’s pool of 372 sqm capacity

e) Gym of 213 sqm capacity

f) Spa of 293 sqm capacity

g) Yoga Hall of 87 sqm capacity

5.2.12 Museum: The JPNIC has a museum of 460 sqm.

5.2.13 Library & Reading Lounge: The JPNIC has one library& reading lounge of 170

sqm in the museum block with a sitting capacity of approximately 85 pax.

5.2.14 Cultural Programmes/ Events: The JPNIC will create its own programme profile in

order to make the centre a one of the cultural hubs in the city.

5.2.15 Furnishing of JPNIC: The furnishing of the JPNIC will be done by LDA in

consultation with the selected operator.


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5.3 Utilities

5.3.1 Lifts and Escalators: The JPNIC has 16 lifts (including service lifts) and 10

escalators for rapid mass vertical transportation.

5.3.2 Parking: The JPNIC has a multi-level car parking to park approximately 600 cars at

any given point of time. The parking facility will be free for its members.

5.3.3 Air Conditioning: The JPNIC has fully centralized air-conditioning with the

following AC plants in place:

a) 800 TR capacity AC plants (3 nos.)

b) 220 TR capacity AC plants (3 nos.)

c) 200 TR capacity AC plants (2 nos.)

d) 125 TR capacity AC plants (2 nos.)

5.3.4 Electricity/ KV Sub-Stations: The JPNIC has 7152 KV of electricity supply to meet

all its requirements.

5.3.5 Power back-up: The JPNIC has 4 nos. of generators with 1500 KVA capacity each

and 2 nos. of generators with 1000 KVA capacity each to provide 100% power back-

up facility to the Centre.

5.3.6 CCTV Surveillance: The JPNIC has a non-intrusive security system in place.

5.3.7 Fire Fighting Equipments: There will be a fully addressable fire detection/ fire

suppression system in place.

5.3.8 Server Rooms: There will be fully integrated Wi-Fi connectivity in the JPNIC with

well-networked server rooms at each floor.

5.3.9 Water Treatment Plant: The JPNIC has a waste water treatment plant in place with

a specification of 176 KLD.

5.3.10 Sewage Treatment Plant (STP): The JPNIC has a STP in place with a specification

of 200 KLD.


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5.4 SCOPE OF WORK The scope of work for operating Jai Prakash Narain International Centre (JPNIC) is as follows: The JPNICS LDA will form a society under the Societies’ Registration Act, 1860 wherein the JPNICSwill be formed to look after the affairs of JPNIC. This JPNICSwill oversee the affairs of the Selected Operator and will be responsible for smooth and efficient functioning of the JPNIC. The JPNICwill consist of both elected and nominated members from UP Government, eminent persons from sports & culture, corporate representatives, etc. The Selected Operator will do all the correspondence with the JPNICS. The operations of the JPNIC will be managed by a multi-level hierarchy of JPNICS comprising of the following:

• Board of Trustees

• Governing Body • Managing Committee

(Note: the above composition and powers of the society are not frozen and are subject to changes) Jai Prakash Narain International Centre (JPNIC) is not a commercial establishment but a Not-for-Profit Society.


47 | P a g e

5.4.1 General a) The JPNICS will hand over the JPNIC, convention & sports centre, guest rooms, JPN

museum, convention hall, kitchen, dining, all the conference rooms, seminar Halls, with all the electrical, plumbing and air conditioning fittings along with all the kitchen appliances, utensils, refrigerators, furniture& furnishings including flooring, ceiling, beddings, paintings of walls, windows, etc. to the Selected Operator.

b) If any loss incurs during the tenure of the Agreement to any movable/immovable properties of the JPNIC, the cost of the Central Services will be borne by the JPNICS and all other costsare to be borne by the Selected Operator. Regular repairs & maintenance will be the responsibility of the Selected Operator. But if any capital investments/replacements are required to be made for smooth running of the JPNICor as advised by the Selected Operator then, the same will be borne by the JPNICS.

c) The Selected Operator will be responsible for providing accommodation of rooms, use of convention hall, seminar halls, guest rooms, museum, sports facilities, etc.

d) Selected Operator shall be responsible for managing of front-desk facility at the JPNIC along with the maintenance of guest room register, collection of room rents/ conference facility rents, etc.

e) Selected Operator shall make arrangement to serve both meals i.e. vegetarian and non-vegetarian menu.

f) Selected Operator shall provide kitchen, banqueting and dining room services for bed tea, breakfast, lunch, tea, snacks, dinner, etc. at rates fixed by the tariff committee to the guests as well as the members and members guests as and when required at the defined rates.

g) Selected Operator shall make arrangements for provision of effective and efficient room service when under occupation by guests.

h) Selected Operator shall be responsible for Maintenance of Horticulture and similar facilities.

i) JPNICSshall be responsible for payment to maintain &replace all the central services i.e. air conditioning, water, fire, CCTV, generator, lifts, WTP &STP.

j) The Selected Operator shall be solely responsible for any claim whatsoever by any of its employees relating to workmen’s compensation, PF, ESI, Gratuity or any other statutory payment or any violation of provisions of any law or agreement at any subsequent date.

k) Any representative of the Society shall have the power to inspect the JPNIC and its services at any reasonable time.

l) If any structural/operational changes wherever feasible are required w.r.t. operationalizing the facilities, then JPNICS will make these changes in the interest of the JPNIC.

m) The JPNICS will take the insurance cover for whole of the JPNIC and against third party claim so as to keep the Selected Operator indemnified against any claims of the third party. The Selected Operator shall indemnify and keep the Society fully and comprehensively indemnified from and against all claims and demands/ actions/ proceedings/ damages/ cost and expenses and/or all ;liabilities that may arise or may


48 | P a g e

be caused to the JPNICSin consequence or as a result of any actions/default of the Selected Operator in operating the said facility.

n) The payment of AMG/Revenue Share to JPNICS will start from the date of opening of the JPNIC

5.4.2 The Revenue Model a) Operator will share revenue with JPNIC. This sharing arrangement will be on the

topline with minimum guarantee to be supported with a Bank Guarantee. b) The Operator will pay to JPNICS, the proportionate monthly amount of AMG as

quoted by him. The final settlement of revenues (if actual revenues earned during the year are more than the AMG) will be done on financial year basis by 31st March of every year.

c) Payment to be made on monthly basis for the following services (payments must be made within 45 days of the end of a particular month). • Rentals: This will include rentals for Guest Rooms, Conference/Training/ Meeting

rooms, Multi-Purpose Hall, Exhibition spaces, Art Galleries, etc. • Food & Beverages (F&B): This will include the Restaurants, Food-Court,

Cafeteria and other banqueting facilities. • Miscellaneous Operating Departments: This will include hiring of certain facilities

from outside based upon the member requirements.

5.4.3 The JPNIC Tariff Committee a) The tariffs will be determined by a Committee of 4 Members comprising of 2

representatives from the JPNICS and 2 representatives of the Selected Operator. b) The Chairman of the Committee will be a representative of the JPNICS. c) The Committee will meet every six (6) months or earlier, if required, to review the

tariffs. d) In case of lack of consensus on tariff, the decision of the chairman will be final and

binding on all. The tariff rates shall be comparable but notmore than corresponding tariff rates of any 4 star facilities in Lucknow.

5.4.4 Pricing Policy a) The prices of the rooms will have to be kept at club level. b) The affairs of the JPNIC will be managed by a JPNICS c) The pricing policy will be purely non-commercial for only its members and guests. d) The price at the JPNIC for conference & banquet facilities should be competitive

giving clear price advantage to the members. There shall be differential pricing for usage by members & member guests. The members will be given a price advantage of 30% for usage of various facilities in JPNIC.


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5.4.5 Projected Business Volume a) JPNIC expects to have individual members (with individual spouses and dependents),

corporate members and temporary members. (*Note: Temporary Members are members other than individual and corporate members with individual spouses and dependents and member guests. They will be charged a temporary membership fee for use of various facilities)

b) The sports, convention, banqueting and dining facilities will have a provision for use by approximately 4000 persons daily on the basis of 50% occupancy rate for two - three shift use depending on season.

c) Occupancy at guest room is expected to be 80% round the year. d) Cultural and other activities planned in the convention centre, exhibition halls and

other halls will generate business in the restaurants. e) There will be separate membership for health club (for non-members/temporary

members) and the revenues earned from this will be shared in the same arrangement as for other facilities between the Selected Operator and the JPNICS. Whereas, the health club facility will be free for registered members with JPNICS.

f) The Operator can also go for outdoor catering. (Note: The membership fee will go to the JPNICs. It will be a revenue stream for the JPNICs and not the Operator) 5.4.6 Strategy for Interiors

a) The initial capital cost in terms of getting the interiors in place for all the facilities starting from the reception, lounge, guest rooms, office, restaurants, auditorium, conference/lecture halls, etc. will be borne by the JPNICs.

b) The maintenance of the same including replenishments of consumables will be taken care by the Selected Operator.

c) For capital replacements, the responsibility will be that of the JPNICS. d) The budget will be in following heads:

• Civil • Services • Equipment • Consumables

e) The civil works in respect of rooms, auditorium, training rooms, restaurants, lounge, exhibition hall, etc. is likely to be completed by October, 2016.

f) The interior works for the JPNIC will be done in consultation with the Selected Operator. For the same, a committee will be formed under the chairmanship of VC, LDA comprising of representatives from the JPNICS and the Selected Operator.

g) The Selected Operator shall provide its inputs to the JPNICS. It would be the responsibility of the JPNICS to finish and handover the JPNICto the Selected Operator, completed in all respects in the prescribed time.

h) The Selected Operator can give its inputs regarding various facilities.


50 | P a g e

i) Consumables/ Par Stock will be provided by the Selected Operator and replenishments of the same will also be done by Selected Operator. (Details at Annexure 1)

5.4.7 Intellectual Property (IP) Rights

a) The Selected Operator will operate the JPNIC on behalf of the JPNICS for which, the Operator along with the JPNICS will finalize a name for the entire facility (somewhere in relation to the JPNIC). All the licenses (except trade licenses) will then be acquired in the name of this facility. Name of the entire facility to be somewhere in relation to the JPNIC as well as the Selected Operator).

b) Within the JPNIC, the Selected Operator along with the JPNICS will finalize the names of various facilities such as the conference rooms, art galleries, exhibition spaces, restaurants, food court, etc. All such names for the above mentioned facilities will again be the intellectual property of the JPNICS and the Selected Operator cannot use the same by any means for his advantage outside the JPNIC.

c) The name of all sorts of intellectual property created will be decided mutually by the Selected Operator and the JPNICS but, the final decision will rest with the JPNICS only.

d) All the billing will be done in the name of the facility/ies created and not in the name of the Selected Operator.

e) The facility/ies thus created, will be the Intellectual Property of the JPNICS and not the Selected Operator.

5.4.8 Licenses & Taxes The acquisition of licenses and payment of taxes will be follows:

a) Licenses: All the licenses will be acquired in the name of the JPNICS like UPPCC (pollution control) license, Phonographic Performance license, Fire NOC, MCL license, and the like except Excise license for running a bar and Health License which will be acquired by the Selected Operator. The Selected Operator will help the JPNICS in acquiring the above mentioned licenses for smooth running of the JPNIC. The cost of obtaining the licenses will be borne by JPNICS only or charged to JPNICS by the Selected Operator in case of help.

b) JPNICS and the operator will comply and pay the respective direct and indirect taxes which are applicable to both during the period of this agreement including income tax, service tax, TDS, VAT, etc. Water Charges will be borne by Operator and property charges will be borne by JPNICS.

5.4.9 Management of Operations: a) The Operator will bring the necessary staff for smooth operation of the JPNIC. b) The Operator will be responsible for house-keeping, painting, polishing and general

repair & replacements of JPNIC. c) JPNICS will make payment to maintain &replace all the central services i.e. air

conditioning, water, fire, CCTV, generator, lifts, WTP &STP.


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d) The Selected Operator will make payment for electricity bills for the entire JPNIC except for Museum. The cost of electricity for Museum would be borne by JPNICS. There will be separate electricity meters for Museum facilities and the payment made for the same, would be deducted from revenue share. However, the operator will charge JPNICS on basis of membership rate for use of JPNICS office & evening use of auditorium by JPNICS for cultural performances and programmes.

e) The Selected Operator will be responsible for the smooth functioning, upkeep of facilities. The Operator will ensure the same by professional and qualified manpower, timely delivery of services, ensuring quality services to the members of JPNIC and its guests.

f) The Selected Operator shall regularly upkeep the JPNIC lobby, office area, dining area, conference hall, lecture halls, meeting rooms, guest rooms, kitchen, pantries, corridors, lobbies, washrooms and other areas including supply of cleaning materials, cleaning of linen, etc. in each room, provision of soap and other toiletries, mosquito repellent, air fresheners, etc. as and when required.

g) The Selected Operator will take feedback from the members and will timely resolve the grievances of the members.

h) The Selected Operator will share revenue with JPNIC. This sharing arrangement will be on the topline with minimum guarantee to be supported with a Bank Guarantee. Payments to be made on monthly basis. The Selected Operator will make the monthly payment due to the JPNICS within a maximum of 45 days from the end of a particular month.

i) The JPNICS will allocate 5% of the total annual turnover as maintenance charges and towards capital replacements. The marketing & promotional expenses will be borne by the Selected Operator.

j) The cost of Power of the Museum will be taken care by the JPNICS. However the Selected Operator will assist the JPNICS in proper maintenance of the same.

5.4.10 Operational Modalities The operational modalities of the JPNIC will be taken care of by the following committees:

a) Tariff Committee: It will take care of the tariff and quality services b) Programme Committee: It will prepare and finalize the weekly programme schedule

of activities at JPNIC including evening shows and cultural programmes. c) Audit Committee: It will be responsible for the following:

• Preparation of Daily Sales Report for all the billings (through billing software with a link to the JPNICS)

• Preparation of Daily Flash Report, or • Any other report in consultation with both the parties


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5.4.11 Usage Pattern JPNIC will encourage members to use the facilities and allow the Selected Operator to organize programmes, cultural events, plays, etc. when the facilities are not booked by member. Weddings and wedding receptions are allowed at JPNIC premises. The Selected Operator will have full responsibility for operations of the JPNIC without interference from anybody. (Note: The bookings for all the facilities will be made on first cum first serve basis.)

5.4.12 Period of Lease The initial period of lease will be 15 Years.

5.4.13 Reporting Mechanism The Selected Operator will furnish daily reports to the JPNICS


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ANNEXURE 1 List of Expenses and Furniture and Other Stocks

LIST OF EXPENSES

The expenses may be classified under the four heads:

1) Repair, Maintenance & Upkeep a) All carpentary, plumbing, painting, polishing materials &equipments. b) Engineering & maintenance disposables washers, fuses, screws, nails, bulbs,

tubes, etc. and routine maintenance expenses in maintaining all gadgets & appliances (like elements, cells, batteries, etc..).

2) Janitorial Expenses a) All cleaning material – soap, liquid, powder, detergents, polishing material

like brasso, etc. b) Cleaning equipment like buckets, bins, brooms, dust pans, mops, brushes,

dusters, garbage bags & bins, sponge, squeeze, scrubbers, steelwool, etc. c) Sanitizing material like Dettol, odonil, naphthalene balls, air freshener, etc.

3) Security & Valet 4) Credit Card Related Expenses

a) Credit card commissions 5) Marketing, Promotional & Business Development Expenses to achieve optimum

utilization of levels of revenue earning areas a) All sales promotion related brochures, tariff sheets, mailers, etc. b) All costs related to advertisements like artwork, bromides, actual ad release,

agency costs, etc. c) All artwork & printing etc. costs related to brochures, mailers, flyers, etc. d) All sales promotion costs like entertainment, artists fees, speakers,

demonstrations, shows, concerts, plays, band, films, consultants, advertising/PR agencies, press release/conferences, expenses related to personnel & sales calls, etc.

e) Participation fees in various conventions, exhibitions, shows, etc. f) Sales promotional material related expenses like photography, slides, mailing

expenses, etc. g) All printing, stationery items & related costs under each of these heads.

All salaries and other direct costs of personnel in these five departments or sub-contractors charges (including uniform and laundry costs) thereof would be an integral part of the total amount under these expense heads. All costs related to staff in these departments i.e salary, PF, ESI, etc.

This is only an illustrative list and may also include other similar items under these five expense heads.


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LIST OF FURNITURE, FIXTURE, FURNISHING & EQUIPMENT TO BE PROVIDED BY JPNIC SOCIETY SUBJECT TO NEED

1) All furniture, fittings, fixture and furnishings in rooms, bathrooms, restaurants, conferences/lecture/ training halls, kitchens, stores and other back of the house areas.

2) EPABX, telephone and paging equipment, 3) All equipment related to:

a. Kitchen and pantry equipment –work tables, ovens, gas range, fryers and other cooking and storage equipment, etc. water coolers, ice cubers, refrigeration equipment, etc.

b. Gas banks & pipe lines c. Guest laundry equipments d. Fitness centre, children activity centre, other health related equipments, steam,

sona, Jacuzzi, etc. e. All equipment, plant & machinery of HVAC, plumbing & sanitation,

electrical, steam, gas, &firefighting equipment, & public address system, lifts, AHUs, Boilers, Gen. Set, LT Panels, etc.

f. All audio-visual equipment in rooms, restaurants, multi-purpose hall, conference rooms, and if any other areas. TV sets, dish antenna, VCR’s, OHP, channel music.

g. Signages, Neon, glow signs, h. Medical room equipment.

The above items will be supplied one time by JPNIC Society whereas; replacement of the same will be the responsibility of the operator. PAR STOCK OF OPERATING SUPPLIES (Par Stock to be supplied and replaced by the operator)

1) All crockery, cutlery, glassware, servicing equipment, hollowware, tableware like plates, spoons, forks, glasses, bowls, pots, ash trays, salvers, trays&Kitchen equipment

2) Kitchen utensils like pots, pans, ladles, knives, crates, chopping board, etc. 3) Housekeeping – cleaning equipment, like vacuum cleaners, polish & scrubbing

machines, etc. 4) Packing material & disposables like boxes, napkins, plates, glasses, cutlery,

containers, bags, doilies, coasters, mats, straws, etc. only for the food court. 5) Room supplies – stationery and toiletries like soap, shampoo, sewing kits, pads, pens,

shower caps, toilet rolls, talc, tooth brush and paste, match boxes, laundry list and bag, etc.

6) All props, decorative items, flower planters, vases, movable screens, and barriers, etc 7) Carting and storage equipments like trolleys, weighing machines, racks cupboards,

ladders, etc. 8) Restaurant & Banquet linen like runners, napkins, table cloths, frills, baize cloth, tray

covers, pot holders, dusters, wiping sheets, etc.


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9) All Room & bath linen like mattresses, mattress protector, bed sheets, pillow, pillow covers, blanket, towels, shower curtain, bath mats, etc.

10) Housekeeping: cleaning equipments like vacuum cleaners, polish & scrubbing machines, etc. at the start of the centre.

11) Health Club/ Fitness Centre linen like towels and sheets, gowns, etc. 12) Cleaning equipment like bins, brooms, dust pans, brushes, etc. 13) Sanitizing material like Dettol, odonil, naphthalene balls, air freshner, etc. 14) All printing & stationery items.

This is only an illustrative list and may also include other similar items. However it is understood that the Par Stock for each outlet/area is to be provided by the operator.


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ANNEXURE 2

AREA STATEMENT

SUMMARY TABLE

S.No. Floors FAR Area

unit Built-Up Area(Non-FAR

Area)

AREA SUMMARY TOTAL PLOT AREA 75464 SQ.Mt. -

Area available for construction (AAC ) 38064 SQ.Mt. -

Permissible ground coverage on AAC (35%) 13322 SQ.Mt. -

Proposed Ground Coverage

Convention & Sports Center (CSC) Block 16228 SQ.Mt. -

musuem block 1560 SQ.Mt. -

Total Proposed Ground Coverage 17788 SQ.Mt. -

Permissible FAR (on AAC) @ 1.5 57096 SQ.Mt. -

Proposed FAR @ 1.53 58494 SQ.Mt. -

TOTAL AREA FOR ALL THE BLOCKS

TOTA AREA-CSC BLOCK 55139 SQ.Mt. 68827 TOTAL AREA-MUSEUM BLOCK 3355 SQ.Mt. 3355 TOTAL AREA-PARKING BLOCK - SQ.Mt. 25314

GRAND TOTAL AREA 58494 SQ.Mt. 97496


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CSC Block

A CONVENTION & SPORTS CENTER (CSC) BLOCK & Guest Rooms S.No. Floors FAR

Area unit Built-Up

Area (Non-FAR

Area) 1 Basement SQ.Mt. 7068 services area for csc block at -3400 & -5200 - SQ.Mt. 1793 plant room (below deck) - SQ.Mt. 343.68 Diving Pool (below deck) - SQ.Mt. 527 Swimming Pool (below deck) - SQ.Mt. 1295 services area for Hotel block at -5550 - SQ.Mt. 3108.83 2 Lower Ground at -2850 & -3400 4188 SQ.Mt. 8380 Children's Pool 372 SQ.Mt. 372 Children's Pool change room,trainer room & store 114 SQ.Mt. 114 change room for male & female 638 SQ.Mt. 638 change room lobby at grid k/7 138 SQ.Mt. 138 swimming pool utility , Ahu & kids pool plant room at grid-8 - SQ.Mt. 869 swimming pool utility& Ahu at grid-8 SQ.Mt. 644 multipurpose court utility - SQ.Mt. 822 VIP/ player's seating at grid 7-8/c 221 SQ.Mt. 221 multipurpose court utility & ahu at grid 5 & 6 - SQ.Mt. 781 tennis court utility & ahu at grid 5 & 6 - SQ.Mt. 1076 public toilet for male at grid c-d 166 SQ.Mt. 166 public toilet for female at grid c-d 102 SQ.Mt. 102 public toilet lobby between greed d-e/5b-7 428 SQ.Mt. 428 lobby (players zone) at grid j-k/5-6 244 SQ.Mt. 244 lobby 1263 SQ.Mt. 1263 drinking, ph toilet, service room & Ahu at grid R-T/6 84 SQ.Mt. 84 Toilet looby at grid 6a/R 25 SQ.Mt. 25 public toilet for male & female at grid r-t/7 174 SQ.Mt. 174 service area at grid c-e/5-5b 219 SQ.Mt. 219 3 Ground floor at +450 15186 SQ.Mt. 16293 Swimming Pool & diving pool viewing gallery,lobby& sports

atrium 2408 SQ.Mt. 2408

Swimming & diving pool deck 2852 SQ.Mt. 2852 multipurpose court 588 SQ.Mt. 588 multipurpose court viewing gallery 610 SQ.Mt. 610 tennis court 1371 SQ.Mt. 1371 tennis court viewing gallery 1049 SQ.Mt. 1049 convention cum sports entrance foyer 408 SQ.Mt. 408 convention entrance lobby 1183 SQ.Mt. 1183 sports entry 296 SQ.Mt. 296


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lobby with staircase & ramp 2022 SQ.Mt. 2022 hvac room at grid-r 38 SQ.Mt. 38 squash courts 396 SQ.Mt. 396 public toilets 236 SQ.Mt. 236 secondry sport's entrance lobby SQ.Mt. 188 domitory reception 105 SQ.Mt. 105 domitory toilet & store 46 SQ.Mt. 46 squash & tennis court lobby with core-4 261 SQ.Mt. 261 Generator & hv shaft - SQ.Mt. 30 core-3 71 SQ.Mt. 71 service lobby 50 SQ.Mt. 50 B.M.S. 22 SQ.Mt. 22 storege cum loading-unloading deck 94 SQ.Mt. 94 Guest Room public toilet 64 SQ.Mt. 64 core-2 98 SQ.Mt. 98 Guest Room toilet lobby 51 SQ.Mt. 51 clock room 12 SQ.Mt. 12 pantry 14 SQ.Mt. 14 Guest Room admin toilet 9 SQ.Mt. 9 clock room & pantry lobby 12 SQ.Mt. 12 Guest Room admin cum reception 249 SQ.Mt. 249 Guest Room atrium 389 SQ.Mt. 389 core-1 181 SQ.Mt. 181 convention ramp - SQ.Mt. 774 Bridge to parking block - SQ.Mt. 116 4 Mezzanine floor at +3700 831 SQ.Mt. 831 core-1 102 SQ.Mt. 102 office space 299 SQ.Mt. 299 pantry 11 SQ.Mt. 11 toilet & pantry lobby/corridor 58 SQ.Mt. 58 Toilet male & female 21 SQ.Mt. 21 core-2 69 SQ.Mt. 69 core-3 71 SQ.Mt. 71 core-4 28 SQ.Mt. 28 staff room 172 SQ.Mt. 172 5 Mezzanine floor at + 5650 & +5100 in CSC block 1246 SQ.Mt. 1676 connecting bridge at +4800 619 SQ.Mt. 619 ramp to connecting bridge - SQ.Mt. 214 staircase to connecting bridge - SQ.Mt. 123 Entrance lobby from slooping landscape at +4800 - SQ.Mt. 93 media lounge at +5850 627 SQ.Mt. 627 6 First floor at +6950 1931 SQ.Mt. 1931


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core-1 102 SQ.Mt. 102 office space-1 299 SQ.Mt. 299 pantry 11 SQ.Mt. 11 toilet & pantry lobby/corridor 43 SQ.Mt. 43 Toilet male & female 21 SQ.Mt. 21 office space-2 202 SQ.Mt. 202 core-2 69 SQ.Mt. 69 HVAC tunnel betwwen grid j-k 172 SQ.Mt. 172 core-4 68 SQ.Mt. 68 core-3 71 SQ.Mt. 71 snooker & TT room 571 SQ.Mt. 571 Toilet male & female 130 SQ.Mt. 130 sports equipment/store room 172 SQ.Mt. 172 7 Mezzanine floor at +9400 602 SQ.Mt. 602 core-1 102 SQ.Mt. 102 service area 299 SQ.Mt. 299 pantry 11 SQ.Mt. 11 toilet & pantry lobby/corridor 43 SQ.Mt. 43 Toilet male & female 21 SQ.Mt. 21 core-2 69 SQ.Mt. 69 core-3 57 SQ.Mt. 57 8 Second floor at +12750 8669 SQ.Mt. 8669 convention entrance lobby 680 SQ.Mt. 680 convention entrance lobby toilet 125 SQ.Mt. 125 service & TFA room between grid( E-G/7) 128 SQ.Mt. 128 control room between grid( F-G/6a) 68 SQ.Mt. 68 double height store between grid( F-G/5a) 42 SQ.Mt. 42 service core 5 40 SQ.Mt. 40 double height service core 5 18 SQ.Mt. 18 connecting lobby between pre- function& hall 1 50 SQ.Mt. 50 lobby to open terrace for hall-1 46 SQ.Mt. 46 movable partition storage-1 59 SQ.Mt. 59 TFA room between grid( h-i/7) 56 SQ.Mt. 56 service core 6 42 SQ.Mt. 42 connecting lobby between pre- function& hall 2 30 SQ.Mt. 30 lobby to open terrace for hall-2 64 SQ.Mt. 64 movable partition storage-2 56 SQ.Mt. 56 service & TFA room between grid( K-M/7) 100 SQ.Mt. 100 control room between grid( m/6a) 12 SQ.Mt. 12 service core 7 40 SQ.Mt. 40 double height service core 7 25 SQ.Mt. 25 connecting lobby between pre- function& hall 3 68 SQ.Mt. 68 lobby to open terrace for hall-3 63 SQ.Mt. 63 convention hall 2486 SQ.Mt. 2486


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convention cum seminar entrance lobby from parking block 910 SQ.Mt. 910 seminar hall 1&2 552 SQ.Mt. 552 AHU & TFA room between grid( O-R/7) 112 SQ.Mt. 112 STORE room between grid( O-P/5) 39 SQ.Mt. 39 Toilet lobby between grid( P-Q/5) 41 SQ.Mt. 41 TFA room between grid( Q-R/5) 39 SQ.Mt. 39 connecting lobby between open terrace at grid-7 135 SQ.Mt. 135 Area at grid 5c-6a/E 59 SQ.Mt. 59 pre- function area 1969 SQ.Mt. 1969 core-1 102 SQ.Mt. 102 core-2 69 SQ.Mt. 69 core-3 71 SQ.Mt. 71 Pre- function area male toilet 142 SQ.Mt. 142 male toilet lobby 30 SQ.Mt. 30 Pre- function area female toilet 100 SQ.Mt. 100 AHU 13 SQ.Mt. 13 9 Third floor at +19000 2018 SQ.Mt. 2018 service core 5 65 SQ.Mt. 65 service core 6 65 SQ.Mt. 65 service core 7 65 SQ.Mt. 65 maintanace block 125 SQ.Mt. 125 mother kitchen 1093 SQ.Mt. 1093 core-1 102 SQ.Mt. 102 core-2 69 SQ.Mt. 69 core-3 71 SQ.Mt. 71 AHU 15 SQ.Mt. 15 toilet lobby at grid-h 9 SQ.Mt. 9 hvac panel room 141 SQ.Mt. 141 male & female toilet at grid-h 19 SQ.Mt. 19 male & female toilet between grid P-Q 32 SQ.Mt. 32 lobby for toilet & changing room between grid-p&q 18 SQ.Mt. 18 changing room 16 SQ.Mt. 16 store 112 SQ.Mt. 112

10 Fourth floor at +25150 4493 SQ.Mt. 4493 conference hall 1497 SQ.Mt. 1497 entrance lobby 336 SQ.Mt. 336 VIP room 56 SQ.Mt. 56 reading lounge 190 SQ.Mt. 190 Pump room 32 SQ.Mt. 32 AHU & TFA room 25 SQ.Mt. 25 core 1 102 SQ.Mt. 102 core 2 79 SQ.Mt. 79 core 3 71 SQ.Mt. 71 core 8 75 SQ.Mt. 75 lobby 1140 SQ.Mt. 1140


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lobby with double height 300 SQ.Mt. 300 service kitchen 68 SQ.Mt. 68 toilet lobby 23 SQ.Mt. 23 male toilet 71 SQ.Mt. 71 female toilet 38 SQ.Mt. 38 PH toilet 8 SQ.Mt. 8 AHU 23 SQ.Mt. 23 cafeteria 362 SQ.Mt. 362

11 Fifth floor at +28750 1316 SQ.Mt. 1316 core 8 69 SQ.Mt. 69 core 2 70 SQ.Mt. 70 core 3 76 SQ.Mt. 76 service room between grid (C-E) 125 SQ.Mt. 125 Gym 213 SQ.Mt. 213 Trainer room & store 22 SQ.Mt. 22 Gym & toilet corridor 42 SQ.Mt. 42 Toilet between grid (G-I) 85 SQ.Mt. 85 Reception & lobby 119 SQ.Mt. 119 SPA & Yoga corridor 44 SQ.Mt. 44 yoga 87 SQ.Mt. 87 SPA, sauna , foot massage & massage room 293 SQ.Mt. 293 Change rooms spa & sauna/toilet 45 SQ.Mt. 45 service area at grid-P 25 SQ.Mt. 25

12 Sixth floor at +32350 1513 SQ.Mt. 1513 core 8 63 SQ.Mt. 63 core 2 86 SQ.Mt. 86 core 3 74 SQ.Mt. 74 house-keeping 63 SQ.Mt. 63 Dormitory lobby 457 SQ.Mt. 457 Dormitory (6 no.) 587 SQ.Mt. 587 Common toilet block 146 SQ.Mt. 146 store between grid (O-P) 36 SQ.Mt. 36 service area/store at grid-P 33 SQ.Mt. 33

13 Seventh floor (service floor) at +35950 1445 SQ.Mt. 1445 core 8 63 SQ.Mt. 63 core 2 70 SQ.Mt. 70 core 3 72 SQ.Mt. 72 service area 1239 SQ.Mt. 1239

14 Eighth floor at +39550 1364 SQ.Mt. 1364 core 8 64 SQ.Mt. 64 core 2 105 SQ.Mt. 105 core 3 74 SQ.Mt. 74 house keeping 52 SQ.Mt. 52


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store between grid (O-P) 24 SQ.Mt. 24 service area at grid-P 35 SQ.Mt. 35 Corridor 381 SQ.Mt. 381 Guest room (15 no.) 629 SQ.Mt. 629

15 Ninth floor at +43150 1364 SQ.Mt. 1364 core 8 64 SQ.Mt. 64 core 2 105 SQ.Mt. 105 core 3 79 SQ.Mt. 79 house-keeping 49 SQ.Mt. 49 store between grid (O-P) 21 SQ.Mt. 21 service area at grid-P 32 SQ.Mt. 32 Corridor 244 SQ.Mt. 244 Guest room (9 no.) 440 SQ.Mt. 440 Guest room restaurant 214 SQ.Mt. 214 kitchen 117 SQ.Mt. 117

16 Tenth floor at +46750 1062 SQ.Mt. 1062 core 8 64 SQ.Mt. 64 core 2 93 SQ.Mt. 93 core 3 79 SQ.Mt. 79 house keeping 46 SQ.Mt. 46 store between grid (O-P) 21 SQ.Mt. 21 service area at grid-P 28 SQ.Mt. 28 Corridor 284 SQ.Mt. 284 Guest room (11 no.) 448 SQ.Mt. 448

17 Eleventh floor at +50350 1129 SQ.Mt. 1129 core 8 64 SQ.Mt. 64 core 2 100 SQ.Mt. 100 core 3 79 SQ.Mt. 79 house keeping 42 SQ.Mt. 42 store between grid (O-P) 25 SQ.Mt. 25 service area at grid-P 25 SQ.Mt. 25 Corridor 344 SQ.Mt. 344 Guest room (11 no.) 449 SQ.Mt. 449

18 Twelfth floor +53950 1035 SQ.Mt. 1035 core 8 64 SQ.Mt. 64 core 2 105 SQ.Mt. 105 core 3 79 SQ.Mt. 79 house keeping 39 SQ.Mt. 39 store between grid (O-P) 29 SQ.Mt. 29 service area at grid-P 22 SQ.Mt. 22 Corridor 309 SQ.Mt. 309 Guest room (11 no.) 452 SQ.Mt. 452


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19 Thirteenth floor +57550 1369 SQ.Mt. 1369 core 8 64 SQ.Mt. 64 core 2 105 SQ.Mt. 105 core 3 79 SQ.Mt. 79 house keeping 36 SQ.Mt. 36 store between grid (O-P) 34 SQ.Mt. 34 service area at grid-P 19 SQ.Mt. 19 Corridor 405 SQ.Mt. 405 Guest room (15 no.) 628 SQ.Mt. 628

20 Fourteenth floor at +61150 1234 SQ.Mt. 1234 core 8 64 SQ.Mt. 64 core 2 105 SQ.Mt. 105 core 3 79 SQ.Mt. 79 house keeping 33 SQ.Mt. 33 store between grid (O-P) 34 SQ.Mt. 34 service area at grid-P 19 SQ.Mt. 19 Corridor 292 SQ.Mt. 292 Guest room (15 no.) 609 SQ.Mt. 609

21 Fifteenth floor at +64750 1253 SQ.Mt. 1253 core 8 64 SQ.Mt. 64 core 2 105 SQ.Mt. 105 core 3 79 SQ.Mt. 79 house keeping 30 SQ.Mt. 30 store between grid (O-P) 34 SQ.Mt. 34 service area at grid-P 16 SQ.Mt. 16 Corridor 309 SQ.Mt. 309 Guest room (15 no.) 617 SQ.Mt. 617

22 Sixteenth floor at +68350 1236 SQ.Mt. 1236 core 8 64 SQ.Mt. 64 core 2 105 SQ.Mt. 105 core 3 79 SQ.Mt. 79 Pump room 29 SQ.Mt. 29 store between grid (O-P) 29 SQ.Mt. 29 Corridor 305 SQ.Mt. 305 7 VIP Guest room+1 guest room 625 SQ.Mt. 625

23 Terrace at +71950 654 SQ.Mt. 1430 core 8 (mumty) 75 SQ.Mt. 75 core 2 (mumty) 92 SQ.Mt. 92 Electrical room 17 SQ.Mt. 17 Helipad structure SQ.Mt. 636 Helipad ramp structure SQ.Mt. 140 Restaurent with kitchen 312 SQ.Mt. 312


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Corridor to core-3 34 SQ.Mt. 34 core 3 (mumty) 79 SQ.Mt. 79 Infinty pool cantiliver area 45 SQ.Mt. 45

24 OAT at +75550 0 SQ.Mt. 116 O.A.T. 80 O.H.T. 36 TOTAL FLOOR AREA OF CSC BLOCK 55139 SQ.Mt. 68827


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JPN Museum Block

B JPN MUSEUM BLOCK S.No. Floors FAR Area unit Built-Up Area

(Non-FAR Area)

1 Basement at -5000 1600 SQ.Mt. 1600

Librarian & Reading Lounge 170 SQ.Mt. 170

Resource Centre 1255 SQ.Mt. 1255

Electrical Room 65 SQ.Mt. 65

covered courtyard 110 SQ.Mt. 110

2 Ground floor at +/- 00 658 SQ.Mt. 658

Entrance Lobby + Toilets 332 SQ.Mt. 332

Arch 326 SQ.Mt. 326

3 First floor at +4500 350 SQ.Mt. 350

Museum Lobby 292 SQ.Mt. 292

Frisking zone & souvenir shop 58 SQ.Mt. 58

4 Second floor at +9900 508 SQ.Mt. 508

Museum 460 SQ.Mt. 460

Lift lobby 36 SQ.Mt. 36

Toilets & services 12 SQ.Mt. 12

5 Service floor Plan at +17100 94 SQ.Mt. 94

Pantry 14 SQ.Mt. 14

OHT room 41 SQ.Mt. 41

Toilet 8 SQ.Mt. 8

Circulation 31 SQ.Mt. 31

6 Terrace at +27000 145 SQ.Mt. 145

TOTAL FLOOR AREA OF MUSEUM BLOCK 3355 SQ.Mt. 3355


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Parking Block

C PARKING BLOCK S.No. Floors FAR Area unit Built-Up Area

(Non-FAR Area)

1 STP floor 0 SQ.Mt. 167 STP - SQ.Mt. 135 staircase - SQ.Mt. 32 1 Basement floor 200 SQ.Mt. 3522 parking area - SQ.Mt. 3130 lift & staircase lobby 200 SQ.Mt. 200 fan room SQ.Mt. 85 service shafts SQ.Mt. 38 STP SQ.Mt. 40 Electrical room SQ.Mt. 29 2 Ground floor 600 SQ.Mt. 3674 parking area - SQ.Mt. 3045 shops & cafeteria 289 SQ.Mt. 289 toilet 58 SQ.Mt. 58 lift & staircase lobby 253 SQ.Mt. 253 Server room SQ.Mt. 29 3 First floor 198 SQ.Mt. 3292 parking area - SQ.Mt. 3065 lift & staircase lobby 198 SQ.Mt. 198 Store - SQ.Mt. 29 4 Second floor 238 SQ.Mt. 3702 parking area - SQ.Mt. 3435 lift & staircase lobby 238 SQ.Mt. 238 Store - SQ.Mt. 29 5 Third floor 198 SQ.Mt. 3662 parking area - SQ.Mt. 3435 lift & staircase lobby 198 SQ.Mt. 198 Store - SQ.Mt. 29 5 Fourth floor 244 SQ.Mt. 3708 parking area - SQ.Mt. 3435 lift & staircase lobby 244 SQ.Mt. 244 Store - SQ.Mt. 29


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5 Terrace 198 SQ.Mt. 3587 Ramp - SQ.Mt. 3246 lift & staircase lobby 198 SQ.Mt. 198 Store - SQ.Mt. 29 Battery room - SQ.Mt. 114 TOTAL FLOOR AREA OF PARKING BLOCK 1876 SQ.Mt. 25314


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SECTION 6:

STANDARD FORM OF CONTRACT


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draft

CONTRACT FOR SERVICES

between

Jai Prakash Narain International Centre Society (JPNICS)

and

[Name of the Operator]

Dated: ______________

for


(On Non-judicial Stamp Paper)


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6.1 Form of Agreement

This Agreement is made at __________ (place) on the _____________ day of the (month and

year) between Jai Prakash Narain International Centre Society, a Society registered under

the Society Registration Act, 1860 and having its registered office at

_______________________–through Shri ______________________ (hereinafter referred

to as “JPNICS” which expression shall unless repugnant to the context thereof include its

successor) of the One Part AND a Company / ______________________ registered under

the ____________ Act, through Sri …………………………………………….(hereinafter

referred to as “Operator” which expression shall unless repugnant to the context thereof

include its successors) of the Other Part.

WHEREAS

(a) The Operator, having represented to LDA that it has the required professional skills,

personnel and technical resources, has offered to carry out the services in response to the

Tender Notice called ‘Request for Proposal’ dated_________ issued by LDA;

(b) LDA has accepted the Proposal dated ______________ submitted by the Operator to

provide the services on the terms and conditions set forth in this Agreement.

(c)

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL CONVENANTS

HEREIN CONTAINED, IT IS HEREBY AGREED between the Parties as follows:

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

a. General Conditions of Contract

b. Terms of Reference

c. The following Appendices:

i. Description of Services/ Scope of Work

ii. Reporting Requirements

iii. Total Bid Value

iv. Duties of JPNICS

v. Format for Performance Bank Guarantee

d. Operator’s Proposal dated __________read with agreed Minutes dated _______

e. Letter of Intent dated ____________ issued by LDA

f. JV/ Consortium Agreement (if any)


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2. The mutual rights and obligations of JPNICS and the Operator shall be as set forth in this Agreement, in particular:

a. The SCOPE OF WORK will be as per Terms of Reference of Section 5.

b. The activities and the deliverables against each activity would be as per Section 5

c. The Operator shall carry out and complete the Services within the time frame indicated in RFP in accordance with the provisions of this Agreement;

d. The consideration or Revenue Sharing Model will be as follows:

Annual Assured Minimum Guarantee (AMG)

Amount (in INR)

Annual Assured Minimum Guarantee

OR

The Operator & the JPNICS will share revenues in the following ratio:

Particulars Revenue Sharing (in %) JPNIC Society’s

Share Operator’s Share

Total Revenue Earned Rentals 18% 82%

The Operator will share either 18% of the actual revenues earned during the year (on topline) or assured minimum guarantee (as quoted by him), whichever is higher.

e. Detailed terms and conditions of this Agreement are contained in the Contract

Documents mentioned in Para 1 above. The same are to be read harmoniously

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be signed in

their respective names as of the day and year first above written.

Signed by ______________________

1. For and on behalf of [JPNICS] (i) [Authorized Representative] (ii) 2. For and on behalf of [Operator]

[Authorized Representative] In presence of (Witnesses) (i) (ii)


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6.2 General Conditions of Contract

General Provisions

6.2.1 Definitions: Unless the context otherwise requires, the following terms whenever used in this Contract have the following meanings:

a) “LDA” means Lucknow Development Authority, Lucknow b) “JPNIC” means Jai Prakash Narain International Centre c) “Applicable Law” means the laws and any other instruments having the force of law

in India. d) “JPNICS" JPNICS means a Society registered under the Societies Registration Act,

1860 constituted to monitor the overall management & functioning of JPNIC and the Operator.

e) “Client” means JPNICS with which the Operator signs the Agreement for the Services.

f) “Operator” means any entity or person selected to provide the Services to JPNICS under the Contract.

g) “Contract” means the Agreement signed by the Parties and all the Contract documents listed in its Clause 1 of the Agreement.

h) “Data Sheet” means such part of the RFP used to reflect assignment conditions. i) “Day” means calendar day. j) “Effective Date” means the date on which this Agreement comes into force. k) “GCC” means these General Conditions of Contract. l) “Government” means the Government of Uttar Pradesh m) “Indian Currency” means Indian Rupees (INR). n) “Instructions to Bidders” (Section 2 of the RFP) means the document which provides

Bidders with all information needed to prepare their Proposals. o) “In writing” means communicated in written form. p) “Liquidated Damages” herein- may be specified as “LD”. q) “Local Currency” means Indian Rupees (INR). r) “LOI” means the Letter of Intent issued by LDA conveying its acceptance of the

proposal of the successful bidder. s) “Party” means JPNICS or the Operator, as the case may be, and “Parties” means

both of them. t) “Personnel” means professionals and support staff provided by the Operator and

assigned to perform the Services or any part thereof. u) “Proposal” includes both the Technical Proposal and the Financial Proposal. v) “RFP” means the Request for Proposal prepared and published by LDA for the

selection of Operator. w) “Services” means the work to be performed by the Operator as per Scope of Work. x) “Third Party” means any person or entity other than JPNICS, or the Operator.


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6.2.2 Relationship between the Parties Nothing contained herein shall be construed as establishing a relationship of master and servant or of principal and agent as between JPNICS and the Operator. The Operator, subject to this Agreement, has complete charge of Personnel, performing the Services and shall be fully responsible for the Services performed by them on his behalf including salary to its employees. 6.2.3 Law Governing Contract This Agreement, its meaning and interpretation, and the relation between the Parties shall be governed by the applicable laws of India. 6.2.4 Headings The headings shall not limit, alter or affect the meaning of this Agreement.

6.2.5 Notices

a) Any notice, request or consent required or permitted to be given or made pursuant to this Agreement shall be in writing. Any such notice, request or consent shall be deemed to have been given or made when delivered against acknowledgement to an authorized representative of the Party to whom the communication is addressed, or when sent by registered post/courier to the addresses specified below.

Company: ___________________________________________________________ Attention: ____________________________________________________________ Address with Communication details: ______________________________________

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


6.2.6 Location The Services shall be performed at such locations as indicated in the TOR/LOIand, where the location of a particular task is not so specified, at such locations, as JPNICS may notify in writing.

6.2.7 Authorized Representatives Any action required or permitted to be taken, and any document required or permitted to be executed under this Agreement or any amendment thereof by JPNICS or the Operator may be taken or executed by the officials specified below.



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The Operator shall issue Power of Attorney in favor of its Authorized Representative. 6.2.8 Taxes and Duties The Operator shall be liable to pay all direct and indirect taxes, duties, fees and other impositions levied under the laws of India, applicable at the time of submission of the Proposal. 6.2.9 Fraud and Corruption Definitions: It is JPNICS’S policy to require that JPNICS as well as the Operator observes the highest standard of ethics during the execution of the Agreement. For the purpose of this provision, the terms are set forth as follows:

a) “corrupt practice” means the offering, receiving, or soliciting, directly or indirectly, of anything of value (whether in cash or kind) to influence the action of a public official in the selection process or in execution of this Agreement;

b) “fraudulent practice” means a misrepresentation or omission of facts in order to influence the selection process or the execution of this Agreement;

c) “collusive practices” means a scheme or arrangement between two or more Companies, with or without the knowledge of JPNICS/LDA, designed to establish prices at artificial, noncompetitive levels;

d) “coercive practices” means harming or threatening to harm, directly or indirectly, persons or their property to influence their participation in a procurement process, or affect the execution of this Agreement.

Measures to be taken by JPNICS e) JPNICS may terminate the Agreement if it comes to know at any point of time that

representatives of the Operator were engaged in corrupt, fraudulent, collusive or coercive practices during the selection process or the execution of the Agreement.

f) JPNICS after issue of Show Cause Notice to the Operator may declare the Operator ineligible for award of this Contract, if it at any point of time comes to know that the Operator has, directly or through an agent, engaged in corrupt, fraudulent, collusive or coercive practices in competing for, or in executing, any JPNICS -financed activity.

6.2.10 Commencement, Completion, Modification and Termination of Agreement

a) Effectiveness of Agreement: This Agreement shall come into force on __________________.

b) Unless otherwise terminated under the provisions of any other relevant clauses, this Agreement shall be deemed to have been expired on completion of its terms on ________________.

c) Entire Agreement: This Agreement contains all covenants, stipulations and provisions agreed by the Parties. No agent or representative of either Party has authority to make, and the Parties shall not be bound by or be liable for, any other statement, representation, promise or agreement not set forth herein.


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d) Modifications or Variations: • Any modification or variation of the terms and conditions of this Agreement,

including any modification or variation of the scope of the Services, may only be made by written agreement between the Parties. However, each Party shall give due consideration to any proposals for modification or variation made by the other Party and cost implication thereof.

• In cases of substantial modifications or variations, a supplementary Agreement between JPNICS and Operator is required.

e) Force Majeure i. For the purposes of this Agreement , “Force Majeure” means an event which

is beyond the reasonable control of a Party, is not foreseeable, is unavoidable and not brought about by or at the instance of the Party claiming to be affected by such events and which has caused the non-performance or delay in performance, and which makes a Party’s performance of its obligations hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances, and includes, but is not limited to, war, riots, civil disorder, earthquake, fire, explosion, storm, flood or other extreme adverse weather conditions, strikes, lockouts or other industrial action (except where such strikes, lockouts or other industrial action are within the power of the Party invoking Force Majeure to prevent), confiscation or any other action by Government.

ii. Force Majeure shall not include (i) any event which is caused by the negligence or intentional action of a Party or by or of such Party’s agents or employees, nor (ii) any event which a diligent Party could reasonably have been expected both to take into account at the time of the signing of the Agreement, and avoid or overcome with utmost persistent effort in the carrying out its obligations hereunder.

iii. Force Majeure shall not include insufficiency of funds or manpower or inability to make any payment required for execution of services under this Agreement.

iv. No Breach of Agreement: The failure of a Party to fulfill any of its obligations hereunder shall not be considered to be a breach of, or default under, this Agreement in so far as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all possible precautions, due care and all Measures, with the objective of carrying out the terms and conditions of this Agreement.

v. Measures to be taken: • A Party affected by an event of Force Majeure shall continue to

perform its obligations under the Agreement as far as is reasonably practical, and shall take all reasonable measures to minimize the consequences of any event of Force Majeure.


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• A Party affected by an event of Force Majeure shall notify the other Party of such event as soon as possible, and in any case not later than fourteen (14) days following the occurrence of such event, providing sufficient and satisfactory evidence of the nature and cause of such event, and shall similarly give written notice of the restoration of normal conditions as soon as possible.

• Any period within which a Party shall, pursuant to this Contract, complete any action or task, 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.

• During the period of their inability to perform the Services as a result of an event of Force Majeure, the Operator, upon instructions by JPNICS, shall either: (i) Demobilize or (ii) continue with the Services to the extent possible.

• In the case of disagreement between the Parties as to the existence or extent of Force Majeure, the matter shall be settled according to Clause 6.2.18 hereunder.

f) Suspension JPNICS may, by written notice of suspension to the Operator, suspend all rights of Operator to earn Revenues, hereunder if the Operator fails to perform any of its obligations under this Contract, including the carrying out of the Services, provided that such notice of suspension (i) shall specify the nature of the failure, and (ii) shall allow the Operator to remedy such failure, if capable of being remedied, within a period not exceeding thirty (30) days after receipt by the Operator of such notice of suspension.

g) Termination:

A. ByJPNICS: JPNICS may terminate this Agreement in case of the occurrence of any of the events specified in paragraphs (i) through (viii) of this Clause.

i. If the Operator fails to remedy a failure in the performance of its obligations hereunder, as specified in a notice issued byJPNICS, within thirty (30) days of receipt of such notice or within such further period as JPNICS may have subsequently approved in writing.

ii. If the Operator becomes insolvent or goes into compulsory liquidation. iii. If the Operator, in the judgment of JPNICS, has engaged in corrupt or

fraudulent practices in competing for or in executing this Agreement iv. If the Operator submits to JPNICS a false statement which has a material

effect on the rights, obligations or interests of JPNICS. v. If the Operator places itself in position of conflict of interest or fails to

disclose promptly any conflict of interest to JPNICS. vi. If the Operator fails to provide the quality Services as envisaged under this

Agreement. The JPNICS shall in writing give opportunity to the Operator to


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improve the quality of the Services and take decision if the quality does not improve.

vii. If, as the result of Force Majeure, the Operator is unable to perform a material portion of the Services for a period of within sixty (60) days.

In such an occurrence JPNICS shall give a not less than thirty (30) days’ written advance notice before terminating the Agreement of Operator.

B. By the Operator: The Operator may terminate this Agreement, by not less than thirty (30) days’ written notice to JPNICS, in case of the occurrence of any of the events specified in hereunder:

i. If JPNICS fails to pay any money due to the Operator pursuant to this Agreement and not subject to dispute pursuant to Clause 6.2.18 hereof within forty-five (45) days after receiving written notice from the Operator that such payment is overdue.

ii. If, as the result of Force Majeure, the Operator is unable to perform a material portion of the Services for a period of within sixty (60) days.

iii. If JPNICS fails to comply within 60 days with any final decision reached as a result of Arbitration pursuant to Clause 6.2.18 hereof.

iv. If JPNICS is in material breach of its obligations pursuant to this Agreement and has not remedied the same within forty-five (45) days (or such longer period as the Operator may have subsequently approved in writing) following the receipt by JPNICS of the Operator’s notice specifying such breach.

C. Cessation of Rights and Obligations: Upon termination of this Agreement pursuant to Clauses 6.2.10(g) hereof, or upon expiration of this Agreement 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, (ii) the obligation of confidentiality set forth in Clause 6.2.11(d) hereof, (iii) the obligation to pay Damages or Liquidated Damages, permit inspection, copying and auditing of their accounts and records as set forth in hereof, and (iv) any right which a Party may have under the Law.

D. Cessation of Services: Upon termination of this Agreement by notice of either Party to the other pursuant to Clauses 6.2.10(g) hereof, the Operator shall, immediately upon dispatch or receipt of such notice, take all necessary steps to bring the Services to a close and vacate the JPNIC premises in a prompt and orderly manner. The Operator should vacate the premises by taking his equipments& materials as per Agreement


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h) Payment upon Termination: Upon termination of this Agreement pursuant to Clause 6.2.10(g) hereof, JPNICS shall make the following payments to the Operator:

i. If the Agreement is terminated pursuant of Clause 6.2.10(g) [A] (i) to (vi), the Operator shall not be entitled to receive any agreed revenues upon termination of the Agreement. However, JPNICS may consider giving part revenues for the part satisfactorily performed on the basis of Quantum Merit as assessed by it, if such part is of economic utility to JPNICS. Under such circumstances, upon termination, JPNICS may also impose liquidated damages as per the provisions of Clause 6.2.19 hereof. The Operator will be required to pay any such liquidated damages and compensation as permissible under Contract Act to JPNICS within Thirty (30) days of termination date.

ii. In the event of termination under 6.2.10(g) [A] (vii) &[B] (i)), the payment schedule as specified in this Agreement shall not apply and the costs of Services delivered by Operator and the cost of demobilization of Operator teams will be decided and paid by JPNICS to the Operator.

Disputes about Events of Termination: If either Party disputes whether an event specified in paragraphs (i) through (viii) of Clause 6.2.10(g)[A]or in para (ii) through (iv) in Clause 6.2.10(g) [B] hereof has occurred, such Party may, if it chosen within forty-five (45) days after receipt of notice of termination from the other Party, may seek settlement under Clause 6.2.18 hereof.

6.2.11 Obligations of the Operator

a) Standard of Performance: The Operator shall perform the Services and carry out their obligations hereunder with all due diligence, efficiency and economy, in accordance with generally accepted professional standards and practices, and shall observe sound management practices, and employ appropriate technology and safe and effective equipment, machinery, materials and methods. The Operator shall always act, in respect of any matter relating to this Agreement or to the Services, as faithful adviser to JPNICS, and shall at all times support and safeguard JPNICS/LDA’s legitimate interests in its dealings.

b) Conflict of Interests: The Operator shall hold JPNICS’s interests paramount and strictly avoid conflict of interest with other assignments or their own corporate interests. If during the period of this Contract, a conflict of interest arises for any reasons, the Operator shall promptly disclose the same to JPNICS and seek its instructions for compliance.

c) Prohibition of Conflicting Activities: The Operator shall not engage, and shall cause their Personnel not to engage, either directly or indirectly, in any business or professional activities that would conflict with the activities assigned to them under this Agreement.


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d) Confidentiality: Except with the prior written consent of JPNICS, the Operator and the Personnel of it shall not at any time communicate to any person or entity any confidential information acquired in the course of the Services.

e) Statutory requirements by the Operator: The Operator is liable to extend the benefits as provided under the various statutory and labour laws and other relevant applicable laws.

f) Operator’s actions requiring prior approval: The Operator will have the right to recruit and terminate the staff except for the GM which may be done in consultation with the JPNIC as listed in Appendix C………

g) Reporting Obligations: The Operator shall submit to JPNICS the reports and documents (agreed to be submitted between JPNICS and Operator) hereto, in the form, in the numbers and within the time periods mutually agreed.

h) Brand Image created by the Operator to be the Property of JPNICS: All the brands and the brand image documents created by the Operator for the purpose of running the JPNIC under this Agreement shall become and remain the intellectual property of JPNICS, and the Operator shall, not upon termination or expiration of this Agreement ,use or replicate any such brand.

6.2.12 Operators’ Personnel The Operator shall employ and provide at its own cost such qualified and experienced Personnel as are required to carry out the Services. Their salaries, claims, insurance, damages, compensation, travel etc. will be the liability of the Operator and JPNICS will in no way be responsible for any such claims/damages.

6.2.13 Obligations of JPNICS a) Assistance and Exemptions: Unless otherwise specified, JPNICS shall use its best

efforts to provide to the Operator and its personnel such assistance to facilitate performance of the Contract as may be considered necessary.

b) Change in the Applicable Law Related to Taxes and Duties: If, after the date of this Agreement, there is any change of rate of levy under the existing applicable Laws of India with respect to taxes and duties, which are directly payable by the Operator for providing the services i.e. Service Tax or any such other applicable tax from time to time, which increase or decreases the cost incurred by the Operator in performing the Services, then the remuneration and reimbursable expense otherwise payable to the Operator under this Agreement shall be increased or decreased accordingly between the Parties hereto, and corresponding adjustments shall be made to the ceiling amounts specified in Clause 6.2.14(a). However, in case of any new or fresh tax or levy imposed after submission of the Proposal the Operator shall be entitled to reimbursement on submission of proof of payment of such Tax or Levy.

c) The other duties of JPNICS, if any, shall be as mutually agreed between JPNICS and the Operator.


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6.2.14 Payments to the Operator a) Currency of Payment: All payments shall be made in Indian Rupees (INR).

6.2.15 Payments to the JPNICS

a) The Operator will share the revenues with the JPNICS a per the agreed revenue sharing model on topline basis.

b) The Operator will make payments to the JPNICS on monthly basis. c) All the monthly payments must be made within 45 days of the end of a particular

month in Indian rupees to JPNICS. d) The Operator will pay to JPNIC Society, the proportionate monthly amount of AMG

as quoted by him. The final settlement of revenues (if actual revenues earned during the year are more than the AMG) will be done on financial year basis by 31st March of every year.

6.2.16 Deductions

All payments to the Operator shall be subject to the deductions of tax at source under the relevant provisions of the Income Tax Act, and other taxes and deductions as provided for under any law, rule or regulation. All costs, damages or expenses which JPNICS may have paid or incurred, for which under the provisions of the Agreement, the Operatoris liable, the same shall be deducted by JPNICS from any dues to the Operator.

6.2.17 Fairness and Good Faith

a) Good Faith: The Parties undertake to act in good faith with respect to each other’s rights under this Agreement and to adopt all reasonable measures to ensure the realization of the objectives of this Agreement.

b) Operation of the Contract: The Parties recognize that it may not be possible to provide for every contingency which may arise during the life of the Agreement, and the Parties hereby agree that it is their intention that this Contract shall operate fairly as between them, and without detriment to the interest of either of them, and that, if during the term of this Contract either Party believes that this Contract is operating unfairly, the Parties will make their best efforts to agree on such action as may be necessary to remove the cause or causes of such non-fairness, but no failure to agree on any action pursuant to this Clause may give rise to a dispute subject to Arbitration in accordance with Clause 6.2.18 hereof.

6.2.18 Settlement of Disputes a) Amicable Settlement: Performance of the Agreement is governed by the terms &

conditions of the Agreement, in case of dispute arises between the Parties regarding any matter under the Agreement, either Party of the Agreement may send a written Notice of Dispute to the other Party. The Party receiving the Notice of Dispute will


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consider the Notice and respond to it in writing within Thirty (30) days after receipt. If that Party fails to respond within Thirty (30) days, or the dispute cannot be amicably settled within Sixty (60) days following the response of that Party, clause 6.2.18(b) shall become applicable.

b) Arbitration: In the case of dispute arising upon or in relation to or in connection with the Agreement between JPNICS and the Operator, which has not been settled amicably, any Party may refer the dispute for Arbitration under Arbitration and Conciliation Act, 1996. Such disputes shall be referred to an Arbitral Tribunal consisting of 3 (three) arbitrators, one each to be appointed by JPNICS and the Operator, the third arbitrator shall be chosen by the two arbitrators so appointed by the Parties which shall act as Presiding Arbitrator. In case of failure of the two arbitrators, appointed by the Parties to reach a consensus regarding the appointment of the third arbitrator within a period of Thirty (30) days from the date of appointment of the two arbitrators, the Presiding arbitrator shall be appointed by the Secretary of the Lucknow Development Authority, Lucknow. The Arbitration and Conciliation Act, 1996 and any statutory modification or re-enactment thereof, shall apply to these Arbitration proceedings.

c) Arbitration proceedings shall be held in India at Lucknow and the language of the Arbitration proceedings and that of all documents and communications between the Parties shall be English.

d) The decision of the majority of arbitrators shall be final and binding upon both Parties. The expenses of the arbitrators as determined by the arbitrators shall be shared equally by JPNICS and the Operator. However, the expenses incurred by each Party in connection with the preparation, presentation shall be borne by the Party itself. All Arbitration awards shall be in writing and shall state the reasons for the award.

e) Notwithstanding any references to arbitration, the parties shall continue to perform their respective work/ obligation under the Agreement.

6.2.19 Penalty Charges on Late Payment

It is hereby agreed that if the Operator fails to make monthly revenue sharing payment to JPNIC Society within 45 days of the end of a particular month then; the Operator will be liable for a penalty payment @flat 0.75% fortnightly calculated on the proportionate monthly amount of Assured Minimum Guarantee (AMG) quoted by the Operator.

6.2.20 Performance Security a) For the due performance in accordance with the terms and conditions specified in the

Letter of Intent(LOI) the Operator shall before signing the Agreement which shall not be later than 30 (thirty) days of the issue of the Letter of Intent, furnish to JPNICS a performance security in the form of an irrevocable and unconditional Bank Guarantee for an amount of Rs. 2,50,00,000/- for implementation of the contract. This


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performance guarantee may be discharged after 6 months of successful completion of the whole contract.

b) The Bank Guarantee shall be in favour ofJPNIC, issued by the State Bank of India or any Nationalized or scheduled Indian Bank, approved by the Reserve Bank of India and acceptable toJPNICS. The Bank Guarantee shall be in the Proforma acceptable to JPNICS.

c) It is expressly understood and agreed that the Performance Bank Gurantee is intended to secure the performance of entire Contract. It is also expressly understood and agreed that the performance Bank Guarantee is not to be construed to cover all the damages detailed / stipulated in various clauses in the Contract document.

d) The performance Bank Guarantee will be for a period of 15 years and 6 months and shall be valid for six months after the Agreement period. It will be discharged by JPNICS and returned to the Operator not later than 3 (three) months following the date of completion of the operator’s obligations, under the Contract.

6.2.21 Taxes

a) The Operator shall include all local taxes and duties on amounts payable by the Operator under the Agreement. All taxes including Service Tax, duties and other impositions as applicable in India shall be paid by Operator.

6.2.22 Contract Value

a) The Contract Value is the lump sum revenue to be paid by the Operator to the JPNICS as agreed upon.

b) Contract value will remain fixed for the entire Contract period, except changes in the Tax Laws.

6.2.23 Payment Terms/ Revenue Sharing

The contract is for 15 years and payments will be made/ revenues shall be shared on monthly basis between the Operator and the JPNICS after successful provision of Services in each month within a maximum of 45 days after the end of each successful month of operation. The Operator will pay to JPNICS, the proportionate monthly amount of AMG as quoted by him. The final settlement of revenues (if actual revenues earned during the year are more than the AMG) will be done on financial year basis by 31st March of every year.

6.2.24 Transfer of Contract Operator shall not assign or transfer the contract or any part thereof Operator shall act as an independent entity fully performing responsible for all Services under the Contract. It shall maintain complete control over its employees, who shall in no case, represent JPNICS or act in its name, 6.2.25 Miscellaneous Provisions

a) Any failure or delay on the part of any Party to exercise right or power under this Agreement shall not operate as waiver thereof.


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b) The Operator shall notify JPNICS of any material change in its status as legal entity, in particular, where such change or winding up proceeding which would impact on performance of obligations under this Agreement.

c) The Operator shall at all times indemnify and keep indemnified JPNICS/LDA/Government of Uttar Pradesh against all claims/damages etc. for any infringement of any Intellectual Property Rights (IPR) while providing its Services under the Agreement.

d) The Operator shall at all times indemnify and keep indemnified JPNICS /LDA against any claims in respect of any damages or compensation payable in consequences of any accident or injury sustained or suffered by its (the Operator’s) employees or agents or caused by any action, omission or operation conducted by or on behalf of the Operator.

e) The Operator shall at all times indemnify and keep indemnified JPNICS/LDAagainst any and all claims by Employees, Workman, Companies, suppliers, agent(s), employed engaged or otherwise working for the Operator, in respect of their wages, salaries, remuneration, compensation or the like.

f) All claims regarding indemnity shall survive the termination or expiry of the Contract.

g) It is acknowledged and agreed by all Parties that there is no representation of any type, implied or otherwise, of any absorption, regularization, continued engagement or concession or preference for employment of persons engaged by the Operator for any subsequent engagement, service or employment in any capacity in any office or establishment of the Government of Uttar Pradesh or JPNICS.

h) Time shall be of the essence in respect of any date or period specified in this Agreement or any notice, demand or other communication served under or pursuant to any provision of this Agreement.


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FORM OF BANK GUARANTEE BOND GUARANTEE BOND

In consideration of the Governor of Uttar Pradesh (hereinafter called "the

Government") having agreed to exempt................................................................ (hereinafter

called "the said Contractor(s)" from the demand, under the terms and conditions of an

Agreement, dated ................................................. made between .........................................

and .......................................... for............................................ (hereinafter called "the said

Agreement"), of security deposit for the due fulfilment by the said Contractor(s) of the terms

and conditions contained in the said Agreement, on production of a bank guarantee for

Rs...................................... (Rupees....................................................................only) we,

................................................................................... (hereinafter referred to as "the Bank") at

(indicate the name of Bank)

the request of.............................................../contractor(s)/do hereby undertake to pay to the

Government an amount not exceeding Rs. .................................................... against any loss

or damage caused to or suffered or would be caused to or suffered by the Government by

reason of any breach by the said Contractor(s) of any of the terms or conditions contained in

the said Agreement.

2. We........................................................................... do hereby undertake to pay the


amounts due and payable under this guarantee without any demur, merely on a demand from

the Government stating that the amount calmed is due by way of loss or damage caused to or

would be caused to or suffered by the Government by reason of breach by the said

contractor(s) failure to perform the said Agreement. Any such demand made on the bank

shall be conclusive as regards the amount due and payable by the Bank under this guarantee.

However, our liability under this guarantee shall be restricted to an amount not exceeding Rs.

.............................

3. We undertake to pay to the Government any money so demanded notwithstanding any

dispute or disputes raised by the contractor(s) supplier(s) in any suit or proceeding pending

before any court or Tribunal relating thereto our liability under this present being absolute

and unequivocal.

The payment so made by us under this bond shall be a valid discharge of our liability

for payment thereunder and the contractor(s) supplier(s) shall have no claim against us for

making such payment.


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4. We,................................................................. further agree that the guarantee herein


contained shall remain in full force and effect during the period that would be taken for the

performance of the said Agreement and that it shall continue to be enforceable till all the dues

of the Government under or by virtue of the said Agreement have been fully paid and its

claims satisfied or discharge or filed .......................................................... Office, Department

........................................certifies that the terms and conditions of the said Agreement have

been fully and properly carried out by the said Contractor(s) and accordingly discharges this

guarantee. Unless a demand or claim under this guarantee is made on us in writing on or

before the....... ........................................we shall be discharged from all liability under this

guarantee thereafter.

5. We, .........................................................further agree with the Government that the


Government shall have the fullest liberty without our consent and without affecting in any

manner our obligations hereunder to vary any of the terms and conditions of the said

Agreement or to extend time of performance by the said contractor(s) from time to time or to

postpone for any time or from time to time any of the powers exercisable by the Government

against the said Contractor(s) and to for bear or enforce any of the terms and conditions

relating to the said agreement and we shall not be relieved from our liability by reason of any

such variation or extension being granted to the said Contractor(s) or for any forbearance, act

or commission on the part of the Government or any indulgence by the Government to the

said Contractor(s) or by any such matter or thing whatsoever which under the law relating to

sureties would, but for this provision, have effect of so relieving us.

6. This guarantee will not be discharged due to the change in the constitution of the

Bank or the Contractor(s)/Supplier(s).

7. We,.......................................... lastly undertake not to revoke this guarantee during its

currency except with the previous consent of the Government in writing.

Dated the......................day of....................

for..............................................................


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