TENDER

Madhya Pradesh State Tourism Development Corporation

(MPSTDC) Paryatan Bhawan, Bhadbhada Road, Bhopal,

Madhya Pradesh, India Pin – 462003

"Shop on Lease at Food Court Sair Sapata, Prem Pura Ghat,

Bhopal"

Website: www.mptourism.com Email : md@mptourism.com

Tender No:9236 25 September 2013

Bids are invited for lease of one shop at Food Court Sair Sapata, Prem

Pura Ghat, Bhopal. Technical specifications and terms and conditions can

be downloaded from website www.mptourism.com. For any other

information contact 0755 4027100/4027180. Last date for submission of the

Bid is 10 October 2013, 16:00 hrs. The Technical Bid shall be opened

on 10 October 2013, 16:30 hrs the Financial Bid shall be opened on 11

October 2013, 16:00 hrs.

Managing Director

MP Tourism

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REQUEST FOR PROPOSAL (RFP) FOR

Lease of one shop at Food Court Sair Sapata, Prem Pura Ghat,

Bhopal

MP State Tourism Development Corporation Ltd.

Bhopal, India

September, 2013

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Disclaimer

This bid document has been issued by the Managing Director, Madhya Pradesh State Tourism Development Corporation Limited, Bhopal. The restrictions and conditions relating to the project are for selecting an appropriate party. The aim of this document is to provide information of bid process and assess appropriateness of the proposal received for the allotment of property on lease for the defined purpose. This Bid document is not an agreement and is not an offer or invitation by MPSTDC to any party. The purpose of this Bid document is to provide interested parties with information to assist in the formulation of their Bid. This Bid document does not purport to contain all the information each Bidder may require. This Bid document may not be appropriate for all persons, and it is not possible for MPSTDC, their employees to consider the investment objectives, financial situation and particular needs of each party who reads or uses this Bid document. Certain Bidders may have a better knowledge of the proposed Project than others. Each Bidder should conduct his own investigations and analysis and should check the accuracy, reliability and completeness of the information in this Bid document and obtain independent advice from appropriate sources. MPSTDC, their employees shall incur no liability under any law, statute, rules or regulations for any inaccuracy in the Bid document. The applicant should immediately inform the Managing Director, MPSTDC in case of any anomaly in this document. If this office does not receive any written information, it will be considered that the applicant is satisfied and the bid document is complete in all respect. In case of any clarification, query and concern regarding the terms & condition, the decision of the Managing Director will be final and binding upon one and all. All issues between the MPSTDC and Bidder will be under the jurisdiction of session court of District Bhopal. The information furnished in this document or any other information made available to the applicant will be subject to change. The Managing Director, MPSTDC may at any stage update/ amend/ add any information in this document without assigning any reason. The MPSTDC reserves the right to accept or reject any or all applications without assigning reason. No claim regarding expenses on preparation of submitting the bid document will be accepted.

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CONTENTS

Volume I: Request for Proposal

Section: 1 Introduction

Section: 2 Instructions To Bidders

Annexures

Annexure I Covering Letter

Annexure II Details of Bidder

Annexure III Format of Affidavit in case of Individuals

Annexure IV Format of Affidavit for Firm/Company

Annexure V Format for Power of Attorney

Annexure VI Anti-Collusion Certificate

Annexure VII A brief note on bidders major activities and its background

Annexure VIII Format for Project Undertaking

Annexure IX Format of Financial Bid

Volume 2 Draft Lease Agreement

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SECTION - 1: INTRODUCTION 1.1 BACKGROUND 1.1.1 Madhya Pradesh State Tourism Development Corporation Limited (MPSTDC) invites sealed bids (Two envelope system) for lease of one shop at Food Court Sair Sapata, Prem Pura Ghat, Bhopal for a period of 3 years from reputed shopkeepers, vendors having proven track record of running and managing the business in the field of Hospitality/Hotel/Food Court etc. 1.1.2 The expense for maintenance of common eating area and common washroom facility shall be borne by MPSTDC. All shopkeepers shall provide name of person who will be available at the shop and under no circumstances the shop will remain closed unless otherwise prior intimation and approval of MPSTDC is obtained and in case of not opening the shop for more than two (2) days without permission, it will be treated as an event of default, and MPSTDC may cancel the Lease.

1.1.3 Details of Shop is as follows:

Sr No. Shop No. Details of Property Area in sq. ft.

1 3 Chaat Corner 250 sq. ft. (approx)

1.1.4 MPSTDC intends to select a private sector developer for Lease of one shop at Food Court Sair Sapata, Prem Pura Ghat, Bhopal in terms of the specifications and performance standards as set out in the Agreement (“Project”), through transparent and competitive bidding process. The Authority invites separate sealed Bids comprising Technical Bid and Price Bid for each of the Project Facility from interested Bidders for lease of one shop. The private sector developer shall be handed over the possession of the lease on as-is-where-is basis along with the license rights in respect thereof for lease of one shop for a period of 03 Years. 1.1.5 Deleted. 1.1.6 The possession of each shop will be handed over to the Preferred Bidder/developer in the manner and within the period specified in the Agreement on an as-is-where-is basis. The Preferred Bidder is required to verify the suitability and the usage of the movable & immovable properties and MPSTDC shall not be responsible once the same is handed over.

1.1.7 A Bidder can be a company/ partnership firm/other legal entity incorporated/established as per the applicable laws of the country of its origin. 1.1.8 The Lease Agreement (hereinafter referred to as the “Lease Agreement”) to be entered into between MPSTDC and the Preferred Bidder is enclosed as a part of the Bid

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document. The draft Lease Agreement, enclosed as Volume 2 hereof, sets forth the detailed terms and conditions for grant of property on Lease to the bidder, including the scope of the Bidder’s services and obligations (“Authorize”).

1.1.9 The statements and explanations contained in this RFP are intended to provide a proper understanding of the project to the Bidders about the subject matter of this RFP and should not be construed or interpreted as limiting in any way or in any manner the scope of services and obligations of the Bidder set forth in the Lease Agreement or the Authority’s rights to amend, alter, change, supplement or clarify the scope of work, the property to be awarded on lease pursuant to this RFP or the terms thereof or herein contained. Consequently, any omissions, conflicts or contradictions in the Bidding Documents including this RFP are to be noted, interpreted and applied appropriately to give effect to this intent, and no claims on that account shall be entertained by the Authority.

1.1.10 The Authority shall receive Bids pursuant to this RFP in accordance with the terms and conditions set forth herein and other documents as provided by the Authority pursuant to this RFP and as modified, altered, amended and clarified from time to time by the Authority (collectively the "Bidding Documents"). All the Bids shall be prepared and submitted in accordance with such prescribed terms and conditions on or before the date specified in this RFP for submission of Bids (the “Bid Due Date”)

1.1.11 The Bidder shall pay an amount equivalent to Rs 5,000/- (Rs Five Thousand only) to the Authority for a shop in lieu of the RFP document (document fee) being provided to the Bidders, by way of a demand draft in favor of ‘Managing Director, Madhya Pradesh State Tourism Development Corporation Limited’ drawn on a Scheduled Commercial Bank, and payable at Bhopal. Bidder can download the RFP document from website www.mptourism.com Bidder/(s) have to submit the said demand draft (non refundable) for each of the facility separately being applied for along with their Proposal.

1.2 Brief description of the Bidding Process 1.2.1 MPSTDC invites sealed Technical Bid and Financial Bids from interested bidders for lease of one shop. The Authority has adopted a single-stage two envelope process (referred to as the "Bidding Process") for selection of the Preferred Bidder for undertaking the Project in terms hereof. The Technical Bid to be submitted by bidders shall comprise Technical and Financial Capability statement/details and other relevant support documents and other requirements like power of attorney. The Financial Bids of only those bidders who qualify in the Technical Bid evaluation shall be opened for selecting the Preferred Bidder. The Technical Bid would be evaluated based on the criteria set forth in Clause 2.2 of the RFP. Only those Bidders, whose Technical Bids qualify in terms hereof will be eligible for opening and evaluation of their Price Bids.

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1.2.2 This RFP document contains information about the Project, Bidding Process, Bid submission, Qualification and Financial Proposal requirements. 1.2.3 The Bid shall be valid for a period of not less than 180 days from the Bid Due Date. 1.2.4 A Bidder is required to deposit, along with its Bid, an Earnest Money Deposit (EMD) that will be converted into performance security for preferred bidder, equivalent to an amount of Rs. 50,000/- (Rupees Fifty Thousand only) for a shop. The EMD shall be refundable to unsuccessful bidders not later than 180 (one hundred and eighty) days from the Bid Due Date. 1.2.5 The Bidder/(s) quoting Highest Annual License Fee for the shop shall be the Preferred Bidder/Highest Bidder. The other bidders will be kept in reserve and may, in accordance with the process specified in the RFP, be invited to match the bid submitted by the Preferred Bidder, in case, where the Preferred Bidder withdraws or is not selected for any reason. If none of the bidders match the bid of the Preferred Bidder, MPSTDC may, in its sole discretion, invite fresh bids from all bidders or annul the bidding process, as the case may be. 1.2.6 Lease Agreement will be entered between the Authority and the Preferred Bidder for undertaking the shop. The Bidding Documents includes the draft Lease Agreement for the Project as Volume-2. Subject to the provisions of Clause 2.7, the aforesaid documents and any addenda issued subsequent to this RFP Document, but before the Bid Due Date, will be deemed to form part of the Bidding Documents. 1.2.7 Any queries or request for additional information or any clarification concerning this RFP shall be submitted by the bidder in writing or by fax and e-mail to md@mptourism.com. 1.3 Schedule of Bidding Process MPSTDC shall endeavor to adhere to the following bidding schedule:

Sl No Event Description Date/Time

1 Issue of Bid Documents 26/09/2013

2 Bid Due Date 10/10/2013, 16:00 hrs

3 Opening of Technical Bids 10/10/2013, 16:30 hrs

4 Opening of Financial Bid 11/10/2013, 16:00 hrs

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SECTION 2. INSTRUCTIONS TO BIDDERS A. GENERAL 2.1 General Terms of Bidding 2.1.1 A Bidder is eligible to submit only one Bid for a shop, multiple bidding by same bidder is not allowed. 2.1.2 Notwithstanding anything to the contrary contained in this RFP, the detailed terms of the draft Lease Agreement shall have overriding effect and shall prevail over the terms of this RFP to the extent of any repugnancy between them; provided, however, that any conditions or obligations imposed on the Bidder hereunder shall continue to have effect in addition to its obligations under the draft Lease Agreement. 2.1.3 The Financial Bid shall be furnished in the format at Annexure IX clearly indicating the amount of Annual License Fee payable by the Bidder to MPSTDC in both figures and words, in Indian Rupees, and signed by the Bidder’s authorized signatory. In the event of any difference between figures and words, the amount indicated in words shall be taken into account. 2.1.4 The Bidder shall submit an Earnest Money Deposit (EMD) that will be converted into Performance security for preferred bidder of Rs. 50,000/- (Rupees Fifty Thousand only) for the shop in accordance with the provisions of this RFP. The Bidder shall provide the EMD as per the form specified in clause 2.12 of this RFP. 2.1.5 The Bidder shall submit a copy of the RFP document, along with any amendments, duly stamped and signed by its Authorized signatory. The Bidder shall submit a Power of Attorney as per the format at Annexure VI, authorizing the signatory of the Bid to commit the Bidder. 2.1.6 Any entity which has been barred by the [Central/ State Government, or any entity controlled by it] from participating in any project (BOT or otherwise), and the bar subsists as on the date of bidding, would not be eligible to submit a Bid. A Bidder including any Associate should, in the last 3 (three) years, have neither failed to perform on any contract, as evidenced by imposition of a penalty by an arbitral or judicial authority or a judicial pronouncement or arbitration award against the Bidder, or Associate thereof, as the case may be, nor has been expelled from any project or contract by any public entity nor have had any contract terminated by any public entity for breach by such Bidder, or Associate thereof. 2.1.7 Any condition or qualification or any other stipulation contained in the Bid shall render the Bid liable to rejection as a non-responsive Bid.

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2.1.8 The Bid and all communications in relation to or concerning the Bidding Documents and the Bid shall be in English language. 2.1.9 The Bidding Documents including this RFP and all attached documents are and shall remain the property of the Authority and are transmitted to the Bidders solely for the purpose of preparation and the submission of a Bid in accordance herewith. 2.1.10 A Bidder shall not have a conflict of interest (the “Conflict of Interest”) that affects the Bidding Process. Any Bidder found to have a Conflict of Interest shall be disqualified. In the event of disqualification, Authority shall forfeit and appropriate the EMD or Performance Security (in case of Preferred bidder, after the Project is awarded to him). 2.1.11 A Bidder shall be liable for disqualification and forfeiture of EMD if any legal, financial or technical adviser of the Authority in relation to the Project is engaged by the Bidder in any manner for matters related to or incidental therewith to such Project during the Bidding Process or subsequent to the (i) issue of the LOI or (ii) execution of the Agreement. 2.1.12 This RFP is non- transferable. 2.1.13 Any award of contract pursuant to this RFP shall be subject to the terms of Bidding Documents. 2.2 Eligibility of Bidders 2.2.1 A Bidder can be a company/ partnership firm/other legal entity incorporated/ established as per the applicable laws of the country of its origin. 2.2.2 The Bidder shall provide all the information sought under this RFP in the two envelope format. The Authority will evaluate only those Financial Bids that conform to the requirement of first envelope (Technical Bid) and that are received in the required formats complete in all respects. The Bidder shall submit the Bid in two separate envelopes marked as Technical Bid and Financial Bid respectively. The two envelopes marked as Technical Bid and Financial Bid respectively, shall be placed inside the outer envelope marked in terms hereof. 2.2.3 Qualification Criteria: The first step of the bidding process involves qualification (the “Qualification”) of interested parties who make a Bid in accordance with the provisions of this RFP. The Bidders who’s Bids are adjudged responsive in accordance with requirements of this RFP shall only be considered for Bid evaluation. Qualification will be based on Bidder’s meeting following qualification criteria.

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Technical capability:

The bidder should have 1 (one) year experience in concerned field and running one establishment in India.

The bidder is not barred by any Central or State Government body or undertakings.

Financial capability:

Annual Turnover of the Bidder for the Financial Year 2012-13 should be at least Rs. 50,000/- (Rupees Fifty Thousand only)

Net Worth of Rs. 2,00,000/- (Rupees Two Lakhs Only) in the Financial Year 2012-13.

The bidders should provide information regarding the above based on audited annual accounts/statement of Chartered Accountant for the respective financial year.

2.2.4 Bidders shall provide such evidence of their continued eligibility criteria fulfillment in terms hereof to the Authority as the Authority shall reasonably request. 2.3 Number of Bids A Bidder is eligible to submit only one Bid for a shop, multiple bidding by same bidder is not allowed. In case the aforesaid is not conformed to, the Authority shall reject all the Bids of which the defaulting Bidder is a party. 2.4 Bid and other costs The Bidders shall be responsible for all costs associated with the preparation of their Bids and their participation in the Bid. The Authority will not be responsible or in any way liable for such costs, regardless of the conduct or outcome of the Bidding Process. 2.5 Site visit and verification of information Bidders are encouraged to submit their respective Bids after visiting the Project site/Project Facility and ascertaining for themselves the site conditions, traffic, location, surroundings, climate, availability of power, water and other utilities, access to site, handling and storage of materials, weather data, applicable laws and regulations, and any other matter considered relevant by them. 2.5.1 It shall be deemed that by submitting the Bid, the Bidder has: a. Made visit to the Project Facility and has ascertained the site conditions, locations, climate, availability of infrastructure and other applicable laws and regulations of the state

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b. Made a complete and careful examination of the Bid document including draft Lease Agreement; c. Received all relevant information requested from MPSTDC; d. Accepted the risk of inadequacy, error or mistake in the information provided in the Bid document or furnished by or on behalf of MPSTDC relating to any of the matters referred to in Clause 2.5 above; and e. Satisfied itself about all matters, things and information including matters referred to in Clause 2.5 hereinabove necessary and required for submitting an informed Bid, execution of the Project in accordance with the Bidding Documents and performance of all of its obligations there under. f. Acknowledged and agreed that inadequacy, lack of completeness or incorrectness of information provided in the Bidding Documents or ignorance of any of the matters referred to in Clause 2.5 hereinabove shall not be a basis for any claim for compensation, damages, extension of time for performance of its obligations, loss of profits etc. from the Authority, or a ground for termination of the Lease Agreement by the Bidder. g. Acknowledged that it does not have a Conflict of Interest; and h. Agreed to be bound by the undertakings provided by it under and in terms hereof. 2.5.2 MPSTDC shall not be liable for any omission, mistake or error in respect of any of the above or on account of any matter or thing arising out of or concerning or relating to the Bid document or the Bidding Process, including any error or mistake therein or in any information or data given by MPSTDC. 2.5.3 The Bidder shall also submit an affidavit acknowledging Clause 2.5.1 & 2.5.2. 2.6 Clarifications 2.6.1 Bidders requiring any clarification on the RFP may notify MPSTDC in writing or by fax or e-mail in accordance with Clause 1.2.7. They should send in their queries before the date specified in the schedule of Bidding Process contained in Clause 1.3. MPSTDC shall endeavor to respond to the queries within the period specified therein, but no later than 5 (five) days prior to the Bid Due Date. The responses will be sent by courier post and/ or fax and/ or e-mail. MPSTDC will forward all the queries and its responses thereto, to all purchasers of the RFP without identifying the source of queries. 2.6.2 MPSTDC shall endeavor to respond to the questions raised or clarifications sought by the Bidders. However, MPSTDC reserves the right to not respond to any question or provide any clarification, in its sole discretion, and nothing in this Clause shall be taken

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or read as compelling or requiring MPSTDC to respond to any question or to provide any clarification. MPSTDC shall not take any responsibility for postal or any other delay in response. 2.6.3 MPSTDC may also on its own motion, if deemed necessary, issue interpretations and clarifications to all Bidders. All clarifications and interpretations issued by MPSTDC shall be deemed to be part of the RFP. Verbal clarifications and information given by Authority or its employees or representatives shall not in any way or manner be binding on MPSTDC. 2.7 Amendment of RFP 2.7.1 At any time prior to the deadline for submission of RFP, Authority may, for any reason, whatsoever at its own initiative or in response to clarifications requested by Bidder, modify the RFP by the issuance of Addenda. 2.7.2 Any Addendum thus issued will be sent in writing to all those who have purchased the RFP. All such amendments/addendum will become part of the bidding document. 2.7.3 In order to afford the Bidders a reasonable time for taking an Addendum into account, or for any other reason, Authority may, at its own discretion, extend the Bid Due Date. 2.8 Right to accept and to reject any or all Bids 2.8.1 Notwithstanding anything contained in this RFP, the Authority reserves the right to accept or reject any Bid and to annul the Bidding Process and reject all Bids at any time without any liability or any obligation for such acceptance, rejection or annulment, and without assigning any reasons thereof. 2.8.2 The Authority reserves the right to reject any Bid and appropriate the Bid Security if: (a) At any time, a material misrepresentation is made or uncovered, or (b) The Bidder does not provide, within the time specified by the Authority, the supplemental information sought by the Authority for evaluation of the Bid. 2.8.3 In case it is found during the evaluation or at any time before signing of the Lease Agreement or after its execution and during the period of subsistence thereof, including the Lease thereby granted by the Authority, that one or more of the qualification conditions have not been met by the Preferred Bidder or the Preferred Bidder has made material misrepresentation or has given any materially incorrect or false information, the Bidder shall be disqualified forthwith. 2.8.4 The Authority reserves the right to verify all statements, information and documents submitted by the Bidder in response to the RFP or the Bidding Documents and the Bidder shall, when so required by the Authority, make available all such

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information, evidence and documents as may be necessary for such verification. Any such verification or lack of such verification, by the Authority shall not relieve the Bidder of its obligations or liabilities hereunder nor will it affect any rights of the Authority there under. B. PREPARATION AND SUBMISSION OF BID 2.9 Language The Bid and all related correspondence and documents in relation to the Bidding Process shall be in English language. Supporting documents and printed literature furnished by the Bidder with the Bid may be in any other language provided that they are accompanied by appropriate translations in the English language. Supporting materials, which are not translated into English, may not be considered. For the purpose of interpretation and evaluation of the Bid, the English language translation shall prevail. 2.10. Financial Proposal 2.10.1 The Bidder shall quote in its Financial Bid in terms of Annual License Fee. The Annual License Fee shall be subject to an escalation at the rate of 10% (Ten Percent) every year over the last paid Annual License Fee. 2.10.1 A. The Annual License Fee quoted by the Bidder shall be exclusive of service tax and service tax shall be payable at actual over and above the Annual License fee by the Preferred Bidder/ Bidder. 2.11 Currencies of Bid and Payment 2.11.1 The Bidder shall quote the Annual License Fee amount for a shop in its Financial Bid, in Indian Rupees 2.11.2 All payments to be made by the Preferred Bidder in terms hereof, including advances, if any, shall be made by the Preferred Bidder in Indian Rupees. 2.12. EMD/Performance Security 2.12.1 The Bidder shall furnish, as part of its Bid, an Earnest Money Deposit (EMD) that will be converted into performance security for preferred bidder, equivalent to an amount of Rs. 50,000/- (Rupees Fifty Thousand only) for a shop by way of a demand draft drawn on a Scheduled Commercial Bank in favor of Madhya Pradesh State Tourism Development Corporation Limited’, and payable at Bhopal (“EMD”) refundable not later than 180 (one hundred and eighty) days from the Bid Due Date. 2.12.2 Any Bid not accompanied by the EMD shall be summarily rejected by the Authority as non- responsive. 2.12.3 The EMD of unsuccessful Bidders, except the Bidder (H2) next to the Preferred Bidder (H1), will be returned promptly without any interest, but not later than 60 days

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after the expiration of the Bid Validity Period, or within 15 (fifteen) days of issue of LoI to the Preferred Bidder, whichever is earlier. The EMD of the bidder H2 will be returned within 15 (fifteen) days of signing of Lease Agreement with the Bidder. 2.12.4 The EMD of the Preferred Bidder will be converted into Performance Security. 2.12.5 The EMD shall be forfeited as Damages without prejudice to any other right or remedy that may be available to the Authority under the Bidding Documents and/ or under the Lease Agreement, or otherwise, under the following conditions: a) If a Bidder submits a non-responsive Bid; b) If the Bidder withdraws its Bid during the Bid Validity Period as specified in this RFP and as extended by mutual consent of the respective Bidder(s) and the Authority; c) If the Bidder submits a conditional Bid which would affect unfairly the competitive position of other Bidders who submitted substantially responsive Bids. d) If a Bidder engages in a corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice; e) If the Bidder does not accept the correction of errors in its Bid, pursuant to Clause 2.21 hereof; f) In the case of the Preferred Bidder, if the Bidder fails within the specified time limit to i) To sign and return the duplicate copy of LOI; ii) To furnish the required Performance Security within the period prescribed there; iii) Sign the Lease Agreement. g) any other conditions, with respect to the Bidder as well as the Preferred Bidder, for which forfeiture of Bid Security has been provided under this RFP. 2.13. Format and Signing of Bid 2.13.1 The Bidder shall prepare two copies of the documents (one in original and one duplicate) comprising the Bid as described in Clause 2.2 of Instructions to Bidders. 2.13.2 The Bid shall be typed or written in indelible ink and shall be signed by a person or persons duly authorized to sign on behalf of the Bidder. 2.13.3 The Bid shall contain no alterations, omissions or additions, except those to comply with instructions issued by the Authority, or as necessary to correct errors made by the Bidder, in which case all such corrections shall be initialed by the person or persons bidder to sign the Bid. C. SUBMISSION OF BIDS 2.14. Sealing and Marking of Bids 2.14.1 The Bidder shall submit the Bid in two separate envelopes as below: Envelope I: Technical Bid Envelope II: Financial Bid

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The Technical & Financial Bid shall be sealed in separate envelopes (Envelopes I &II) and the sealed Technical & Financial Bid envelops (Envelopes I &II) shall be put in an outer envelope and sealed. The envelopes shall be respectively marked as follows:- Outer Envelope: Bids for the Shop on Lease at Food Court Sair Sapata, Prem Pura Ghat, Bhopal Envelope- I Technical Bid: Technical Bid for the Shop on Lease at Food Court Sair Sapata, Prem Pura Ghat, Bhopal. The Envelope I marked as ‘Technical Bid’ shall contain the following: i) Earnest Money Deposit in a separate sealed envelope marked “EMD” ii) Documents listed in annexure should be submitted. Envelope- II Financial Bid: The Bidder shall submit its Financial Bid in the format specified at Annexure-IX, and seal it in Envelope II and mark it as Financial Bid for the Shop on Lease at Food Court Sair Sapata, Prem Pura Ghat, Bhopal. The two inner envelopes (Envelopes I &II) marked as ‘Technical Bid’ and Financial Bid’ shall be enclosed in an outer envelope and sealed. Similar process to be followed for duplicate Bids. The Original & Duplicate Bids should be clearly marked as Original and Duplicate respectively. 2.14.2 The inner and outer envelopes shall a) Be addressed to the Authority at the address mentioned in sub clause 1.2.7: b) Bear the following identification: Technical and Financial Bid, as the case may be, for the Shop on Lease at Food Court Sair Sapata, Prem Pura Ghat, Bhopal. c) Indicate the name and address of the Bidder. d) The bid should be addressed and sent to:- Managing Director Madhya Pradesh State Tourism Dev. Corp. Ltd. Paryatan Bhwan, Bhadbhada Road Bhopal – 462003 Phone:- 0755-4027100 E-mail:- md@mptourism.com 2.14.3 If the outer envelope is not sealed and marked as above, the Authority will assume no responsibility for the misplacement or premature opening of the Bid. 2.15. Late Bids 2.15.1 Any Bid received by the Authority after the Bid Due Date will be returned unopened to the Bidder.

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2.16. Withdrawal of Bids 2.16.1 The Bidder may modify, substitute or withdraw its Bid after submission, provided that written notice of the modification, substitution or withdrawal is received by the Authority prior to the Bid Due Date. No Bid shall be modified, substituted or withdrawn by the Bidder on or after the Bid Due Date. 2.16.2 The modification, substitution or withdrawal notice shall be prepared, sealed, marked, and delivered with the envelopes being additionally marked “MODIFICATION”, “SUBSTITUTION” or “WITHDRAWAL”, as appropriate and be sent to the authority at the address as mentioned in clause 1.2.7 and clause 2.14.2 (d) above. 2.16.3 Any alteration/ modification in the Bid or additional information supplied subsequent to the Bid Due Date, unless the same has been expressly sought for by the Authority, shall be disregarded. D. BID OPENING AND EVALUATION 2.17. Opening of Technical Bid 2.17.1 The Authority will open the outer envelope of all the Bids received (except those received late) containing the sealed Technical Bid and the sealed Financial Bid and announce the names of (i) Bidders, who have given notice for withdrawal of their Bids in the presence of Bidders or their representatives who choose to attend on the date and time mentioned in the RFP. In the event of specified date of Bid opening being declared as a holiday for the Authority, the Technical Bid will be opened at the appointed time and location on the next working day. 2.17.2 Bids for which acceptable notice of withdrawal has been submitted pursuant to Clause 2.16 shall not be opened and shall be returned. 2.17.3 Envelopes marked Technical Bid of other Bidders shall then be opened. Bidder’s names, the presence/or absence of EMD, the amount and validity of EMD furnished with each Bid and such other details, as the Authority may consider appropriate will be announced by the Authority at the opening. Bidder/s will be termed non-responsive if Demand Draft of Rs 5,000/- as bid processing fee is not attached (if RFP is downloaded) or evidence is not attached (if purchased) as mentioned in clause no. 1.1.11. 2.17.4 The Bidders or their representatives who are present shall sign attendance sheet evidencing their attendance. 2.17.5 The sealed envelope containing the Financial Bid shall not be opened at this stage. 2.18. Examination of Technical Bid and Determination of Responsiveness of the same

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2.18.1 Prior to evaluation of Technical Bids, the Authority will determine whether the Bid is accompanied by the required EMD. 2.18.2 If the EMD furnished does not conform to the amount and validity period as specified in this RFP document (Volume I) and has not been furnished in the form specified in clause 2.12, the Bid shall be rejected by the Authority as non -responsive. 2.18.3 Subject to confirmation of the EMD by the issuing bank, the Technical Bid accompanied with valid EMD will be taken up for determination of responsiveness of the Bid in terms hereof. In case, the Bank does not confirm the EMD, the Bid shall be rejected as non-responsive and no further evaluation shall be carried out.

2.18.4 Test of Responsiveness- Prior to evaluation of Bids, the Authority (MPSTDC) shall determine whether each bid is responsive to the requirements of the RFP. A bid shall be considered responsive only if;

a) It is received in as per the formats provided in the RFP at Annexure – I to Annexure – IX

b) It is received by the Bid due date including any extension there of c) It is duly signed, hard bound and marked as stipulated in clause 2.13

and clause 2.14 d) It is accompanied by EMD as stipulated specified in clause 2.12 e) It is accompanied by the Power of Attorney as specified in the RFP f) It contains all the information and documents (complete in all respect)

as required in the RFP and/or bidding document (in the same format as those specified)

g) It does not contain any conditions or qualifications, and h) It is non-responsive thereof; i) It contains certificates from its statutory auditors in the formats as

specified

2.18.5 The Technical Bid will further be examined to determine whether the Bid has been properly signed, meets the eligibility and qualification criteria in terms hereof, has the required financial capabilities as set out in this RFP, is accompanied by the requisite certificates, undertaking and other relevant information specified in this RFP document and is substantially responsive to the requirement of the Bidding Documents and provides any clarification for ascertaining the correctness of the information/details that the Authority may require pursuant to Clause 2.23.

2.18.6 If the Technical Bid of any Bidder is not substantially responsive, the Bid of such Bidder will be rejected by the Authority and the Bidder will not subsequently be allowed to make its Bid responsive by correction or modification or withdrawal of the non-conforming deviation or reservation.

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2.18.7 The Authority shall inform, by fax, the Bidders, whose Technical Bid is found to be responsive and who are short listed based on qualification criteria as detailed out in clause 2.2, the date, time and place of opening of Financial Bid as specified in clause 1.3. In the event of the specified date being declared a holiday for the Authority, the Financial Bid will be opened at the appointed time and location on the next working day.

2.18.8 The Financial Bids of those Bidders whose Technical Bids is determined to be non-responsive or not substantially responsive pursuant to this Clause 2.20 will be returned unopened to the Bidders. 2.19. Opening of Financial Bids 2.19.1 The Authority will open the envelope marked ‘Financial Bid’ of only those Bidders who’s Technical Bids have been determined to be substantially responsive in accordance with Clause 2.18 and determined to fulfill the qualification criteria as detailed out in clause 2.20.2, in presence of the Bidders or their representatives who choose to attend on the date intimated to such Bidders. In the event of specified date of Financial Bid opening being declared a holiday for The Authority, the ‘Financial Bids’ shall be opened at the appointed time and location on the next working day.

2.19.2 The Bidders or their representatives who are present shall sign attendance sheet evidencing their attendance. 2.20. Examination of Financial Bids and Determination of Responsiveness of Financial Bid 2.20.1 MPSTDC will determine responsiveness of each Financial Bid in accordance with the reserve Annual License Fee. 2.20.2 A substantially responsive Financial Bid is one which conforms to all the terms, conditions and specifications of the bidding documents. 2.20.3 If the Financial Bid of any Bidder is not substantially responsive in terms hereof, the Bid of such Bidder shall be rejected by MPSTDC and the Bidder shall not subsequently be allowed to make its Bid responsive by correction or withdrawal of the non-conforming deviation or reservation. 2.21. Correction of Errors 2.21.1 Financial Bids determined to be substantially responsive will be checked by MPSTDC for any arithmetic errors. Arithmetic errors will be rectified on the following basis:- i) Where there is a discrepancy between the Annual License Fee amount quoted in the Financial Bid, in figures and in words, the amount in words will prevail over the amounts in figures, to the extent of such discrepancy

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2.21.2 The amount stated in the Financial Bid will be adjusted by MPSTDC in accordance with the above procedure for the correction of errors and shall be considered as binding upon the Bidder. If the Bidder does not accept the corrected amount of Bid, his Bid will be rejected, and his EMD may be forfeited in accordance with Clause 2.15. 2.22. Evaluation and Comparison of Financial Bids 2.22.1 MPSTDC will evaluate and compare only those Financial Bids which are determined to be substantially responsive in accordance with Clause 2.21. 2.22.2 In evaluating the Financial Bids, MPSTDC will determine for each Financial Bid the Annual License Fee quoted by the Bidder, by adjusting the quoted Annual License Fee amount by making correction for errors, if any, pursuant to Clause 2.21; 2.23. Clarification of Bids 2.23.1 To assist in the examination, evaluation and comparison of Bids, MPSTDC may, at his discretion, ask any Bidder for authentication the correctness of the information/details furnished by him in his Bid. Such request by MPSTDC and the response by Bidder shall be in writing or by cable/fax, but no change in the price or substance of the Bid shall be sought, offered or permitted except as required to confirm the correction of arithmetical errors discovered by MPSTDC in the evaluation of the Bids in accordance with Clause 2.21. 2.23.2 Subject to Sub Clause 2.24.1, no Bidders shall contact MPSTDC on any matter relating to his Bid from the time of Bid opening to the time contract is awarded. 2.23.3 Any effort by the Bidder to influence MPSTDC in the MPSTDC’s Bid evaluation, Bid comparison or contract award decisions may result in the rejection of his Bid. 2.24. Process to be Confidential 2.24.1 Information relating to the examination, clarification, evaluation and recommendation for the Bidders shall not be disclosed to any person who is not officially concerned with the process or is not a retained professional advisor advising the Authority in relation to or matters arising out of, or concerning the Bidding Process. The Authority will treat all information, submitted as part of the Bid, in confidence and will require all those who have access to such material to treat the same in confidence. The Authority may not divulge any such information unless it is directed to do so by any statutory entity that has the power under law to require its disclosure or is to enforce or assert any right or privilege of the statutory entity and/ or the Authority or as may be required by law or in connection with any legal process. Award of Contract 2.25. Selection & Award Criteria

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2.25.1 The technically qualified Bidder quoting the highest Financial Bid/Offer (i.e Highest Annual License Fee) would be considered as the Preferred Bidder/Highest Bidder for each shop. 2.25.2 In the event that two or more Bidders quote the same amount of ‘Annual License Fee’, (the ‘Tie Bidders’) the Authority shall identify the preferred bidder by draw of lots, which shall be conducted, with prior notice, in the presence of the Tie Bidders who chose to attend. 2.25.3 In the event that the selected Highest Bidder (‘the Preferred Bidder’) withdraws or is not selected for any reason in the first instance (the ‘First Round of Bidding’), the Authority may invite all the remaining Bidders to revalidate or extend their respective EMD, as necessary, and match the Bid of the aforesaid Highest Bidder. If in the second round of Bidding, only one Bidder matches the Highest Bidder, it shall be declared as the selected preferred bidder. If two or more bidder matches the said (Highest) Bidder in the second round of bidding, then the bidder whose bid was highest as compared to the other Bidder/(s) in the first round of bidding shall be the selected ‘Preferred Bidder’. For example if the third and the fifth (highest bidder) Bidders in the first round of bidding offer to match the said (highest) Bidder in the second round of Bidding, the said third (highest) bidder shall be selected Preferred Bidder. 2.25.4 In the event that no Bidder offers to match the highest bidder in the second round of bidding as specified in clause 2.25.3, the Authority may, in its sole discretion, invite fresh Bids (the ‘Third Round of Bidding’) from all the remaining Bidders, except Highest Bidder of the first round of bidding, or annul the Bidding process, as the case may be. 2.26. Authority's Right to Accept any Bid and Reject any or all Bids 2.26.1 Notwithstanding anything contained in Clause 2.25 above, MPSTDC reserves the right to accept or reject any Bid and to annul the Bidding process and reject all Bids, at any time prior to award of contract, without thereby incurring any liability to the affected Bidder or Bidders or any obligation to inform the affected Bidder or Bidders of the grounds for the MPSTDC's action. 2.27. Letter of Intent 2.27.1 After selection, a Letter of Intent (the “LOI”) shall be issued, in duplicate, by the Authority to the Preferred Bidder and the Preferred Bidder shall, within 7 (seven) days of the receipt of the LOI, sign and return the duplicate copy of the LOI in acknowledgement thereof. In the event the duplicate copy of the LOI duly signed by the Preferred Bidder is not received by the stipulated date, the Authority may, unless it consents to extension of time for submission thereof, appropriate the EMD of such Bidder as loss and damage suffered by the Authority on account of failure of the Preferred Bidder to acknowledge the LOI, and the Authority may initiate the bidding

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process again for the other Qualified Bidders or may annul the bidding process and take steps to start a fresh bidding process. 2.27.2 After acknowledgement of the LOI as aforesaid by the Preferred Bidder, it shall cause the Bidder to execute the Lease Agreement within the period as prescribed in the LoI. The Preferred Bidder shall not be entitled to seek any deviation, modification or amendment in the Lease Agreement. 2.29. Deleted 2.30 Signing of Agreement 2.30.1 Preferred Bidder shall cause the bidder to execute the Lease Agreement within the period as prescribed in the LoI.

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Annexure I: Covering Letter

[On the Letter head of the Bidder] Date: To,

Managing Director, Madhya Pradesh State Tourism Development Corporation Limited, Bhopal.

Ref: RFP for Shop on Lease at Food Court Sair Sapata, Prem Pura Ghat, Bhopal

Sir, Being duly authorized to represent and act on behalf of …………………………………. (hereinafter referred to as “the Bidder”), and having reviewed and fully understood all the requirements of the Bid document and information provided, the undersigned hereby apply for the Project referred above. We are enclosing our Bid including Key Submissions, Qualification Information, Technical Bid in one original plus ONE copy and the Financial Bid, with the details as per the requirements of the Bid document, for your evaluation. Dated this ……………………..Day of …………………., 201…. Name of the Bidder ……………………………………………. Signature of the Authorised Person ……………………………………………. Name of the Authorized Person

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Annexure II: Details of Bidder

1. Name of the Organization

2. Name of the authorized person

3. Address & contact Numbers

4. Year of establishment

5. Status of the firm ( whether Pvt Ltd company/ Public Ltd. Company/ partnership firm/Proprietary )

6. Names of Directors/ Partners /Proprietor

7. Whether registered with registrar of Companies / firms – mention number and date with proof

8. Whether registered for sales tax – mention number and date. Also furnish copies of sales tax number allotted

9. Whether registered for service tax – mention number and date. Also furnish copies of service tax number allotted

10. Whether assessee of Income tax payee . Mention PAN , furnish copy of last income tax return.

11. Name and Address of Bankers

12. Whether empanelled with other Government organizations. If so give names of organizations with the details of supply.

13. 01 year Annual Turnover (Furnished copy of Balance sheet)

(2012-13)-

14. Net Worth details (2012-13)-

15. Tender Fee details: DD Number/Bank Name/ Date

16. EMD details : DD Number/Bank Name/ Date

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17. Food License details and copy

18. Any other information

Signature: Name: Designation: Affix Company seal

DECLARATION

1. I / We have read the instructions appended to the Proforma and I/We understand that if any false information is detected at a later date, any contract made between ourselves and MPSTDC on the basis of the information given by me/us can be treated as invalid by the MPSTDC and I / We will be solely responsible for the consequences.

2. I/We agree that the decision of MPSTDC of India in selection of contractors will be final and binding to me/us.

3. All the information furnished by me/us above here is correct to the best of my/our knowledge and belief. 4. I / We agree that I / We have no objection if enquiries are made about the work listed by me / us here in above and/or in the accompanying sheets. Place. Date. SIGNATURE: Name & Designation & seal of the Company

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Annexure III: Performa of affidavit to be filed along with the consent letter by the Bidders in case of individual

I, ___________________ (name of the bidder) S/o./Husband of

Shri________________________________ aged _______________ years, Resident of

(complete address) ____________________________ (place of business)

__________________ do hereby solemnly declare on oath that I am not disqualified

from participating in the Bid. I have read the conditions of the Bid and I shall abide by

the terms of the bid. I have enclosed complete details of the earnest money. In case of

deviation from my offer / Bid, I agree to surrender my earnest money and I bind myself

to indemnify the State Government for the loss caused due to any such re-auction/Bid

which can be recovered from me as arrears of land revenue.

Signature_______________

Place___________________

Date_______________

Verification

I, __________________, S/o.____________________ aged ______ years,

resident of __________________ do hereby verify that the information given the above

affidavit are true and correct form my personal knowledge.

Place:

Signature: _____________________ Date: ________________________

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Annexure IV: Performa of affidavit to be filed along with the consent letter by the Firm/Company I, ___________________ (name of the authorized person) S/o./Husband of Shri________________________________ aged _______________ years, Resident of (complete address) ____________________________ do hereby solemnly declare on oath as under: 1. I am holding letter of authority on behalf of firm/company

(name________).

2. All the partners/ Directors/post bearers of my firm / company are not

disqualified from participating in the bid.

3. I have read the conditions of the Bid and I shall abide by the terms of the auction. I have enclosed complete details of the earnest money. In case of deviation from my offer / Bid, I agree to surrender my earnest money and I bind myself to indemnify the State Government for the loss caused due to any such re-auction/bid which can be recovered from me as arrears of land revenue.

Signature_______________

Place___________________ Date_______________

Verification

I, __________________, S/o.____________________ aged ______ years, resident of __________________ do hereby verify that the information given the above affidavit are true and correct form my personal knowledge.

Place:

Signature: _____________________

Date: ________________________

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Annexure V: FORMAT FOR POWER OF ATTORNEY FOR SIGNING OF BID POWER OF ATTORNEY

Know all men by these presents, We………………………………………………….(name and address of the registered office) do hereby constitute, appoint and authorise Mr./Ms………………………………(name and residential address) holding the position of ……………………………………………. as our or attorney, to do in our name and on our behalf, all such acts, deeds and things necessary in connection with or incidental to our Bid for ........................................................................ including signing and submission of all documents and providing information / responses to Madhya Pradesh State Tourism Development Corporation Limited, representing us in all matters before Madhya Pradesh State Tourism Development Corporation Limited, and generally dealing with MPSTDC in all matters in connection with our Bid for the said Project.

We hereby agree to ratify all acts, deeds and things lawfully done by our said attorney pursuant to this Power of Attorney and that all acts, deeds and things done by our aforesaid attorney shall and shall always be deemed to have been done by us.

For ___________________________ (Signature)

(Name, Title and Address)

Accepted

………….. (Signature)

(Name, Title and Address of the Attorney)

Note:

The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executant (s) and when it is so required the same should be under common seal affixed in accordance with the required procedure.

Also, if required, the Bidder should submit for verification the extract of the charter documents and documents such as a resolution/power of attorney in favour of the Person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder.

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Annexure VI: FORMAT FOR ANTI-COLLUSION CERTIFICATE

Anti-Collusion Certificate

I / We hereby certify and confirm that in the preparation and submission of this Bid, we have not acted in concert or in collusion with any other Bidder or other person(s) and also not done any act, deed or thing which is or could be regarded as anti-competitive. I / We further confirm that we have not offered nor will offer any illegal gratification in cash or kind to any person or agency in connection with the instant Bid.

Dated this ………………..Day of …………………., 201…. Name of the Bidder ……………………………………………. Signature of the Authorised Person ……………………………………………. Name of the Authorised Person

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Annexure VII: A BRIEF NOTE ON BIDDERS MAJOR ACTIVITIES AND ITS BACKGROUND

A – Details of the Firm

[Provide here a brief (two pages) description of the background and organization of the Firm]

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ANNEXURE VIII: FORMAT FOR PROJECT UNDERTAKING To,

Managing Director, Madhya Pradesh State Tourism Development Corporation, Bhopal.

Re:

We have read and understood the Bid document in respect of the captioned Project provided to us by MPSTDC. We hereby agree and undertake as under:

Notwithstanding any qualifications or conditions, whether implied or otherwise, contained in our Bid we hereby represent and confirm that our Bid is qualified and unconditional in all respects.

Dated this ……………………..Day of …………………., 201… Name of the Bidder ……………………………………………. Signature of the Authorised Person ……………………………………………. Name of the Authorized Person

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Annexure IX:

Financial Bid

(Envelope-B) To,

The Managing Director, Madhya Pradesh State Tourism Development Corporation, Bhopal

Dear Sir,

I, the undersigned having inspected the premises for Shop on Lease at Food Court Sair Sapata, Prem Pura Ghat, Bhopal and having read the important instructions and draft lease agreement in this regard make the following Financial Bid: That I, will pay a fix sum of rupees…………………………………… ( figures) Rs………………………………………………………………. as fixed license fee for the first year. (Plus all taxes as applicable per annum and time to time) That the decision of MPSTDC management will be final and undisputable in accepting or rejecting the offer. Date

Name of the authorized person

Signature

Seal

32

LEASE AGREEMENT

1.0 PARTIES

This agreement made this __________ day of __________ 2013

Between Madhya Pradesh State Tourism Development Corporation Limited, a

company incorporated under The Companies Act, 1956, a government company

within the meaning of the said Act, having its registered office at Paryatan

Bhavan, Bhadbhada Road, Bhopal 462003 (M.P.) through Dr. P.P. Singh,

Executive Director, herein after called the FIRST PARTY (which expression shall

unless excluded by or repugnant to the context include its successors in office

and assigns) of the FIRST PART.

AND

_______________________________________ a Proprietorship/partnership

Firm/Company having its Registered office at

________________________________________(place) through Mr.

_____________its bidder signatory duly Authorized bidder by all partners of the

firm/Board of Directors of the Company vide Board resolution No._______

dated________ hereinafter called the SECOND PARTY (which expression shall

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unless excluded by or repugnant to the context include its successors in office

and assigns) of the OTHER PART

2.0 SUBJECT MATTER OF AGREEMENT

The subject matter of this agreement is Shop on Lease at Food Court Sair

Sapata, Prem Pura Ghat, Bhopal as detailed in Schedule A including plantation,

horticultural produce or any such activity related to promotion and development

of tourism at the schedule property.

3.0 DATE OF COMMENCEMENT OF AGREEMENT

This agreement shall commence on from _____________________day of

___________________ (the start date) to ________________________ day of

_______________(the end date).

4.0 PERIOD OF CONTRACT AND EXTENSION

This contract shall be for a period of 03 (Three) years starting from

________________Day of ____________.

5.0 DELIVERY OF POSSESSION OF PROPERTY AND RELEVANT DOCUMENTS

The property mentioned in schedule A along with all relevant documents would

be handed over by FIRST PARTY to the SECOND PARTY on “as is where is” basis

within 30 days of commencement of this agreement, free from all charges and

encumbrances.

6.0 SECURITY DEPOSIT

6.1 The Earnest Money Deposit (EMD) of amount Rs. 50,000/- (Rs Fifty Thousand

Only) of SECOND PARTY shall be converted into interest free refundable security

deposit.

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6.2 In case the SECOND PARY fails or does not provide such Demand Draft it will be

treated as an event of default by the SECOND PARTY and the FIRST PARTY shall

have all right to revoke its Bid and take necessary action as it may deemed fit.

6.3 The security deposit shall be refunded within a period of 1 month from the date

of termination of this agreement.

7.0 COMMISSIONING OF TOURIST FACILITIES

The SECOND PARTY will ensure that the Tourist Facilities is commissioned and

opened for tourists within 3 months from the date of handover of the scheduled

property by FIRST PARTY to the SECOND PARTY. The failure to do so shall be

considered as an event of default.

8.0 ANNUAL LICENSE FEE

8.1 The SECOND PARTY shall be fully entitled to all earnings / profits from the letting

out of rooms, rentals, facilities and sale of food and beverages, plantation,

horticultural and agricultural produce etc. of the schedule property.

8.2 The FIRST PARTY shall be entitled to receive an Annual License Fee of Rs

__________________/-(Rupees ___________________________Only) plus

taxes as applicable, which shall be increased every year by 10% (Ten percent) of

the Annual License Fee of the previous year.

8.3 The SECOND PARTY shall have to submit Annual Audited Accounts within 9

calendar months of expiry of each financial year.

9.0 PERIODICITY AND PLACE OF PAYMENT OF ANNUAL LICENSE FEE

9.1 The Annual License Fees for each year shall be payable in advance by the

SECOND PARTY to FIRST PARTY in full yearly installments starting from the date

of handing over the property.

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9.2 For the purpose of computation or payment of Annual License Fees, annual /

year denotes 12 calendar months from and including the month of taking over of

possession.

9.3 The payment shall be by way of a bank draft payable at Bhopal and shall be

made in the Name of Madhya Pradesh State Tourism Development Corporation

Limited payable at Bhopal.

9.4 There will however be a grace period of 30 days from the day the aforesaid

amount becomes due and the penal interest shall become chargeable from the

31st day from the date of amount due.

10.0 PENALTY FOR DELAY IN PAYMENT OF DUES

10.1 In the event of delay in the payment beyond the period as stipulated above, a

penal interest @ 15% (Fifteen Percent) per annum shall be payable by the

SECOND PARTY to FIRST PARTY on the amount due and payable (including the

grace period).

10.2 A delay in the payment of more than 3 (Three) months from the date the

amount became due shall be considered to be an event of default and will

automatically entitle the FIRST PARTY to cancel the existing agreement by and

between the parties and revoke the Bank Guarantee as per Clause 6.3.

11.0 INSURANCE/SECOND PARTY’S OBLIGATION UNDER PUBLIC LIABILITIES

INSURANCE ACT, 1981

11.1 SECOND PARTY shall take adequate coverage of insurance as specified in 11.2 for

the property and all substances which have been declared to be hazardous

substances under the notification issued from time to time under the above

mentioned Act or any rule framed there under.

11.2 The SECOND PARTY shall at its own cost insure the property as specified in

Schedule "A" against any such risk to the property or properties due to the fault

36

and negligence of the SECOND PARTY during the subsistence of the agreement in

the name of FIRST PARTY.

11.3 The SECOND PARTY shall take adequate coverage of insurance for the property

and properties against damage, destruction by fire, flood, earthquake, mob

violence, or such other causes.

11.4 In the event of occurrence of any of the eventualities covered by the insurance,

taken by the FIRST PARTY or SECOND PARTY the amount payable under the

insurance policy shall be receivable by FIRST PARTY.

11.5 SECOND PARTY shall, from time to time, pay the premium(s) to be paid under

the insurance policy to be taken out in the above respects and submit the

original document to FIRST PARTY.

11.6 The SECOND PARTY shall be responsible for pursuing any claims at its own costs,

doing as the agent of FIRST PARTY. After the due amount has been received by

FIRST PARTY, the FIRST PARTY shall undertake to complete the work of repair

and / or renovation of the damages and destruction portion of the property

under Lease Agreement at a cost not less than the claim amount received and

within the period not exceeding 1 (one) year from the date of receipt of the

claim amount.

11.7 For the period of repairs, not exceeding one year, taken by the work of

reconstruction and or renovation or repair the payment of the Annual License

Fees payable by the SECOND PARTY shall remain in abeyance.

11.8 The contract period shall also stand extended by the period during which Annual

License Fees may have been kept in abeyance and subject further to the

condition that for the extended period, the SECOND PARTY shall pay the Annual

License Fees as usual in accordance with the framework of this agreement.

12.0 NO MODIFICATION OF EXISTING FACILITIES / CREATION OF NEW FACILITIES

12.1 The SECOND PARTY shall have the right to minor addition to and/or modification

to the existing facilities in the schedule property to attract

37

domestic/international guest. However, a detailed project report with designs,

drawings and other necessary details particularizing such addition and / or

modification of the existing facilities shall have to be submitted to the FIRST

PARTY or such authority as recommended by FIRST PARTY for necessary

approvals and a written approval shall be communicated by the FIRST PARTY

thereof and / or such extension thereof subject to the SECOND PARTY obtaining

all necessary clearances from such local, statutory or other authorities.

12.2 The SECOND PARTY shall not initiate any modifications to the property without a

written approval by First party is given.

12.3 In regard to modification and / or creation of new / additional facilities where

approval / permission of local bodies are required it will be the sole

responsibility of the SECOND PARTY to diligently obtain such approvals /

permissions and shall keep FIRST PARTY indemnified.

12.4 Any modification and / or addition carried out in violation of the stipulations

aforesaid shall be deemed to be unauthorized construction and shall be

considered to be event of default.

13.0 SECURITY MEASURES FOR INFLAMMABLE MATERIALS

The SECOND PARTY shall not store combustible and explosive materials and / or

any other prohibited materials in the schedule premises. However, he may keep

adequate quantities of liquefied petroleum gas, kerosene, petrol and high/low

speed diesel etc. for the purpose of cooking and operation of diesel generating

sets and boats / launches etc. after taking due permission, care, and measures as

per law of the land from appropriate authority.

14.0 RIGHT TO FIX TARIFF

14.1 The SECOND PARTY shall have the sole authority, subject to intimation to FIRST

PARTY, to fix room tariff and other tariff for the facilities to be provided to the

guests by it and shall have the sole right to decide the menu for food and

38

beverages, and the prices for the same. The SECOND PARTY will also be free to

promote, with prior permission of FIRST PARTY, other tourism related facilities /

schemes / packages / activities etc in or about the Property as deemed fit by

them and shall be free to fix the tariff thereof.

15.0 MAINTENANCE OF QUALITY OF FOOD AND SERVICES AND PREVENTION OF

IMMORAL / ILLEGAL ACTIVITIES

15.1 The SECOND PARTY shall have to maintain high standard of the quality of food

and services to be provided at the Property and take due care to prevent any

immoral/illegal activities in the tourist complex. In order to ensure enforcement

of the above provisions, FIRST PARTY shall have the right of inspection without

notice.

15.2 If FIRST PARTY finds issue with food quality, hygiene, service etc., the first party

may issue a notice to address the same within 30 days. If the quality of food is

not improved within 30 days, it will be treated as an Event of Default and

necessary actions will be initiated.

15.3 The SECOND PARTY shall be responsible for all the required licenses like Food/

Health Licenses etc as relevant and approvals related to running the property.

15.4 The SECOND PARTY shall keep indemnified the FIRST PARTY for any liability /

losses / claims that may arise in this regard and shall have to settle such liabilities

/ losses / claims, if any, at his own cost. The FIRST PARTY has the right to revoke

the Bank Guarantee if such claims are not settled by the Second Party.

15.5 The SECOND PARTY shall not act in any manner, which may be detrimental to the

interest/ reputation/ credibility of the FIRST PARTY.

15.6 Any violation of the above shall be treated as an Event of Default.

16.0 RIGHTS TO BENEFITS AND CONCESSIONS

16.1 FIRST PARTY shall pass on to the SECOND PARTY all available Government

sanctions as per existing laws and / or under any new law or due to any other

39

modification and / or change, in future, in any of the State / Central Government

Rules and / or annual financial bills (Budget) of the State / Central Government

for the promotion / benefit of Tourism Hotel Industry, if received by FIRST PARTY

shall not pre-empt or adjust such amounts received towards future payments /

rentals etc.

17.0 APPOINTMENT OF EMPLOYEES AND CONTRACTORS/SUPPLIERS

17.1 The SECOND PARTY shall have the right to select and appoint any number of

employees/staff/contractors/suppliers as it may deem fit for smooth operation

and functioning of the proposed tourist hotel, as per law of the land. FIRST

PARTY shall have no say whatsoever in the selection of any such

employees/contractors/suppliers.

17.2 The FIRST PARTY shall have no say whatsoever in the selection of any such

employees/contractors/suppliers. The SECOND PARTY shall not be bound to take

over any present employee of FIRST PARTY, if any, working at the tourist hotel.

17.3 The FIRST PARTY similarly indemnifies the SECOND PARTY against any disruption

of work caused by any of the existing employees, contractors, labour union

relating to the scheduled property for the period prior to the signing of this

agreement.

17.4 The staff hired/employed by the SECOND PARTY shall be in the payrolls of the

SECOND PARTYs’ company and staff so employed shall have no claim of any

relationship in any manner with the FIRST PARTY even after pre-mature

termination of the agreement and/or expiry of the schedule period of Lease

Lease Agreement.

17.5 The SECOND PARTY undertakes to indemnify FIRST PARTY against any financial

and other liabilities in relation to the employees/contractors/suppliers who may

be engaged by the SECOND PARTY.

18.0 LIABILITY FOR COMPLIANCE WITH LABOUR AND INDUSTRIAL LEGISLATION

40

18.1 The SECOND PARTY undertakes to abide by all relevant labour and industrial

legislations’ including Minimum Wages Act, PF Act, ESI Act, Shops and

Establishment Act as applicable to the relevant industry.

18.2 The SECOND PARTY indemnify FIRST PARTY to the extent of any liability accrued

to the SECOND PARTY during the tenure of this agreement. FIRST PARTY similarly

indemnify the SECOND PARTY to the extent of any liability accrued to FIRST

PARTY prior to the signing of this agreement.

19.0 TAX & OTHER LIABILITIES ARISING OUT OF OPERATION

19.1 All tax, relating to the property including Panchayat / Municipality and any other

tax shall be borne by the Second Party.

19.2 SECOND PARTY shall be responsible for the payment of all other liabilities / taxes

/ duties resulting from the operation of the tourist facility, as presently

applicable or may be made applicable during the tenure of this agreement.

19.3 The liability of the SECOND PARTY towards those mentioned above shall be

limited to the period during which this agreement remains operative.

20.0 ENVIRONMENT / POLLUTION ASPECT

20.1 The SECOND PARTY shall be solely responsible for obtaining all necessary

approvals / clearances as required from the appropriate State / Central

Environment / Pollution Authorities and to observe and follow at his own cost all

relevant State / Central Environment / Pollution rules and regulations as

applicable or made applicable during the period of this agreement.

20.2 Regardless of whether or not a given hazardous material (as such term may be

defined in any applicable environmental law) is permitted under applicable

environmental law, the SECOND PARTY shall only bring within the scheduled

property such hazardous material as are needed in his normal course of

business.

21.0 MAINTENANCE OF BOUNDARIES OF THE COMPLEX

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21.1 The SECOND PARTY shall maintain the boundaries of the schedule property clear

of Jungle and shall get them so cleared as and when necessary for upkeep and

beautification of the schedule property. The SECOND PARTY shall also maintain

all the boundary marks in good condition.

21.2 The SECOND PARTY shall on being required by the FIRST PARTY so to do erect

and maintain in good order at his/their/its own expenses, all boundary lines and

marks provided that in the event of his/their/its neglecting to carry out any

necessary work within 30 days from the date of receipt of notice from the State

Government/TOURISM CORPORATION/FIRST PARTY, the FIRST PARTY shall be

entitled to carry out such work and recover from the SECOND PARTY all costs

and expenses thereof.

21.3 If at any time during the period of this Agreement, the FIRST PARTY is of the

opinion that the state of the boundary marks or lines is such that a re-survey of

the area is necessary, the FIRST PARTY may direct such re-survey of the area to

be made at the cost of the SECOND PARTY.

21.4 In case it is found on resurvey that the SECOND PARTY has committed any

irregularity by encroaching upon any extra land, or any breach of its obligations

hereunder, the SECOND PARTY shall keep the FIRST PARTY indemnified against

any legal / financial implications / claims due to encroachment / use in

occupation of any additional land beyond the land area allotted / handed over as

mentioned in Schedule A enclosed.

22.0 RIGHT TO INSPECTION AND SURVEY

22.1 The SECOND PARTY shall at all times allow the officers of the Government of

Madhya Pradesh and/or FIRST PARTY bidder in that behalf, free and undisturbed

access to schedule property including the appurtenant land for the purpose of

inspection, survey and otherwise however with a notice of minimum twenty four

hours.

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23.0 ROUTINE AND NON-ROUTINE REPAIRS AND MAINTENANCE

23.1 The SECOND PARTY shall make or cause to be made at its own cost such routine

maintenance, repairs and minor alterations from time to time as deemed

necessary for maintaining the scheduled property in good condition.

24.0 SECOND PARTY NOT TO TRANSFER INTEREST IN THE MANAGEMENT

CONTRACT

24.1 The SECOND PARTY shall have no authority to transfer, assign, or dispose of

FIRST PARTY’s right or obligation or interest by way of mortgage, charge, sale,

hypothecation, pledge, hire, encumbrance, conducting arrangements, license or

otherwise in manner or part with the possession of the schedule property or any

part thereof or allow or create any lien, charge, attachment or other claims

thereof. Any deviation from the same shall be considered to be a serious breach

of this agreement and will be an act of default.

24.2 The Second Party shall have the right to sub-license the Project Facility or part

thereof, provided however, that it shall be obligatory upon the Second Party to

provide copies of all such sublicense deeds entered into from time to time with

Third Parties to the First Party, with incorporated clauses, in all such sub-license

deeds with such respective Third Parties, that (i) the period of the sub-license shall

be for 11 (eleven) months or lesser and pursuant to its expiry, can be renewed, at

the discretion of Operator; and (ii) in case of Termination of this Agreement (by

efflux of time or pre-mature), all the sub-license(s) shall be terminated and the

Facility shall be transferred back to the First Party.

24.3 The Second Party shall ensure to get the format of sub-license deed approved by

the First Party and also, submit the signed sub-license deeds to the First Party for

information. The Second Party may execute sub-license deeds effective from the

Operations Date. The sub-licensee/s shall pay the license fees under the sub-

license deeds directly to the Second Party.

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25.0 CHANGE OF MANAGEMENT OF MANAGEMENT CONTRACTOR

25.1 In case of any proposal for change in management of the SECOND PARTY during

the period of this agreement prior written approval of FIRST PARTY shall have to

be taken by the SECOND PARTY.

25.2 The rights and obligations under this agreement shall thereupon devolve upon

the new management as before.

26.0 FORCE MAJEURE

26.1 An event of “Force Majeure” shall mean the following events or circumstances,

to the extent that they delay or otherwise adversely affect the performance

beyond the reasonable control of SECOND PARTY, or its agents and contractors,

or their duties and obligations under this Agreement, or the performance by

FIRST PARTY of their respective duties and obligations under this Agreement:

(a) Acts of God, tornadoes, hurricanes, floods, sinkholes, fires and other

casualties, landslides, earthquakes, epidemics, quarantine, pestilence,

and/or abnormal inclement weather;

(b) Acts of a public enemy, acts of war, terrorism, effects of nuclear radiation,

blockages, insurrections, riots, civil disturbances, or national or international

calamities; and

(c) Any temporary restraining order, preliminary injunction or permanent

injunction, unless based in whole or in part on the actions or failure to act of

SECOND PARTY;

27.0 EXTENSION OF TIME/EXCUSE OF PERFORMANCE

27.1 SECOND PARTY shall be entitled to an adjustment in the time for excuse of the

nonperformance of any duty or obligation of SECOND PARTY under this

Agreement for Force Majeure events described in Clause 27.0, but only for the

number of days due to and/or resulting as a consequence of such causes and

only to the extent that such occurrences actually prevent or delay the

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performance of such duty or obligation or cause such performance to be

commercially unreasonable.

28.0 EVENTS OF DEFAULT

28.1 Events of Default by SECOND PARTY shall mean the following:

28.1.1 Delay in payment of Annual License Fees in advance.

28.1.2 Delay in payment of Annual License Fees for more than Three months.

28.1.3 Fails or does not issue such Performance Bank Guarantee within 30

days of its becoming due.

28.1.4 Fails to maintain in full force and affect those policies of insurance.

28.1.5 Carries out any unbided construction.

28.1.6 Transfers interest in the Management Contract and/or acts in violation

of Clause 26

28.1.7 Has used cutlery, crockery, linen of sub-standard brands in violation of

Clause 15.2

28.1.8 Has carried out a material breach of this agreement.

28.2 Events of Default by FIRST PARTY shall mean the following:

28.2.1 Delay in handing over the schedule property.

28.2.2 Schedule property is not free from charge and/or encumbrances.

29.0 TERMINATION OF THE AGREEMENT BY THE SECOND PARTY

29.1 The SECOND PARTY shall have the option to terminate the Agreement at any

time before its expiry by clear notice of 3 months in writing to the MPSTDC

intimating its intention to do so provided, however, that the SECOND PARTY shall

not be released of its obligations under this agreement unless and until the

SECOND PARTY restores use of the entirety of the Scheduled Premises, makes

payment of all sums payable to it to the FIRST PARTY under this agreement and

has discharged all liabilities under any rule/law in existence. The SECOND PARTY

45

shall have to carry on discharging his obligations and maintain operation of the

Property till being released of its obligation by the FIRST PARTY.

29.2 On the happening of any one of the Events of Default by FIRST PARTY as

enumerated in Clause 28.2.1 to 28.2.2

30.0 TERMINATION OF AGREEMENT BY FIRST PARTY

30.1 The MPSTDC shall be at liberty to terminate the instant agreement on any one or

more of the following grounds:

30.1.1 Subject to Force Majeure, the SECOND PARTY fails to start

commercial operation of the scheduled property within a period

of 2 (Two) months from the date of handing over the schedule

property.

30.1.2 The scheduled property is used by the SECOND PARTY for

purposes other than the purposes mentioned in this Agreement.

30.1.3 Subject to Force Majeure, the SECOND PARTY fails to substantially

perform or comply with any commitment, agreement, covenant,

term or condition (other than those specifically described in any

other subparagraph of this Clause) of this Agreement.

30.1.4 If the SECOND PARTY fails to remedy any such act of default as

stipulated in this Agreement within 30 (thirty) days after receipt

of written notice of default with respect thereto from FIRST

PARTY.

30.1.5 If any representation or warranty made by SECOND PARTY

hereunder is intentionally false or misleading in any material

respect when made and such false or misleading representation

or warranty either has a material adverse effect on the

Development or has resulted in an unfair competitive advantage

materially benefiting the SECOND PARTY in the offer selection

46

process considering SECOND PARTY’S response to the offer in

total.

30.1.6 Subject to Force Majeure, on the happening of any one of the

Events of Default by SECOND PARTY as enumerated in Clause

28.1.1 to 28.1.8.

31.0 TAKING OVER OF THE PROPERTY ON TERMINATION / EXPIRY OF THE

CONTRACT

31.1 All immovable property together with those that have been developed by the

SECOND PARTY shall be handed over to the FIRST PARTY, free of cost.

31.2 All movable property financed by the SECOND PARTY shall be removed within a

period of 30 days from the date of termination/expiry of the contract with prior

written approval of FIRST PARTY.

31.3 The movable property, as per schedule annexed to this agreement, shall be

handed over to the FIRST PARTY by the SECOND PARTY at the time of

expiry/termination of this agreement.

32.0 INDEMNIFICATION

32.1 The SECOND PARTY indemnifies and holds FIRST PARTY harmless from and

against all liabilities, losses, claims, damages, costs and expenses that may be

incurred by or asserted against any such party / authority or any liability accrued

by the SECOND PARTY during the period of this Agreement.

33.0 PART OF THE CONTRACT

33.1 All documents relating to computing the Annual License Fees and taking over the

property and the property schedule shall form part of this contract.

34.0 JURISDICTION

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34.1 The parties hereto, by this agreement do hereby confer express jurisdiction on

the courts of Bhopal to entertain any proceeding arising out of this agreement.

35.0 DISPUTE RESOLUTION

35.1 Prior to the initiation of any legal action or arbitration proceedings permitted by

this contract to resolve disputes between them, in the event of any dispute

arises between the parties, the representatives for both the sides shall use their

best efforts to amicably resolve the dispute within 30 days.

35.2 Any issue, which is not settled in 30 days, will be referred to the Arbitrator who

would be the Principal Secretary, Department of Tourism, _______________ for

an amicable solution.

35.3 Any dispute or disagreement, which cannot be resolved by the Arbitrator or if

any party is not satisfied with the judgment of the Arbitrator, shall be further

referred to the City Courts.

35.4 The award of the arbitration shall be final, conclusive and binding on all the

parties.

36.0 NOTICES

36.1 Any contractual notice, report, certificate or other communication to be given to

the either party under the Contract shall be served by sending the same by

facsimile transmission (with a confirmation copy by mail or by hand delivery) to

or by leaving the same at, the respective addresses set out in this Agreement or

such other addresses as may be nominated for the purpose.

Notices to be issued by either party shall include the following:

36.1.1 Notice intimating SECOND PARTY that the Annual License Fees has

fallen due and if the same is not paid on an immediate basis the FIRST

PARTY shall be forced to invoke the penalty clause.

36.1.2 Notice intimating SECOND PARTY that the Annual License Fees has

fallen due for more than two months and if the same is not paid within

48

the remaining days left for the completion of the contractual period of

six months then FIRST PARTY will terminate the contract.

36.1.3 Notice by FIRST PARTY to SECOND PARTY in case of any Event of Default

committed by SECOND PARTY.

36.1.4 Notice by FIRST PARTY that the SECOND PARTY has not remedied such

event of default for more than 30 (Thirty) days and if the same is not

remedied within a further period of 30 (Thirty) days then FIRST PARTY

will terminate the contract.

36.1.5 Notice by SECOND PARTY to FIRST PARTY in case of any Event of Default

committed by FIRST PARTY.

36.1.6 Notice by SECOND PARTY that the FIRST PARTY has not remedied such

event of default for more than 30 (Thirty) days and if the same is not

remedied within a further period of 30 (Thirty) days then the SECOND

PARTY will terminate the Agreement.

37.0 CONSEQUENCES OF TERMINATION OR EXPIRY OF AGREEMENT BY EFFLUX OF

TIME

37.1 On the date when agreement terminates or expires, the possession of the

Project Site and Project Facility along with all the movable & immovable assets (with all Minimum Facilities) shall revert back to the Authority or its nominee, free and clear of any charges, liens and Encumbrances created or suffered by the Authorize after the Execution Date.

37.2 The Authorize or its nominee(s) or sub-contractor or sub-licensee, and or

persons claiming through or under them, as the case may be, shall cease to conduct all commercial activities within the Project Site from the Transfer Date.

37.3 The Authorize shall hand over to the Authority or its nominated agency all

documents including the operations manuals, designs, documents, and records relating to the Users, bookings made and such other information relating to the Project and the Project Assets.

37.4 To the extent possible the Authorize shall assign to the Authority or its

nominated agency at the time of handover/ transfer all unexpired guarantees

49

and warranties by sub-contractors and suppliers and all insurance policies in respect of the Project Facility and assets.

37.5 On the date when agreement terminates or expires, the Project Facility and the

Project Assets shall be in fair condition, subject to normal wear and tear, having regard for the nature of the asset, the construction and life of the facilities, constructions, structures etc.

37.6 The Authorize shall at its cost remove from the Site all such moveable assets

which are not taken over by or transferred to the Authority or its nominated agency. In the event the Authorize fails to remove such objects within the stipulated time, the Authority or its nominated agency may remove and transport or cause removal and transportation of such objects, after giving the Authorize notice of its intention to do so to a suitable location for safe storage. The Authorize shall be liable to bear the reasonable cost and the risk of such removal, transportation and storage.

37.7 The personnel of the Authorize shall continue to be the employees of the

Authorize and reverting back of the Project Facility/ Premises shall not in any manner affect their status as employees of the Authorize and they shall have no claim to any type of employment or compensation from the Authority.

37.8 Till the time the possession of the Project Facility reverts back to the Authority,

all risks shall lie with the Authorize for loss of or damage to the whole or any part of the Project Facility/ Premises, unless the loss or damage is due to an act or omission of the Authority in contravention of its obligations under this Authorization Agreement.

37.9 The handover of immovable property comprising the Project Facility and the

Project Assets shall be deemed to be a termination of all right of way and license rights granted to the Authorize in relation to the Project Site and the Project Facility. The movable assets installed by the Authorize comprising the Project and the Project Assets shall be deemed to be transferred by delivery of possession.

37.10 Pursuant to the reverting back of the possession of the Project Facility/ to the

Authority, the obligations and the rights of the Authorize under this Lease Agreement shall terminate vis-à-vis the Authority and the Authorize shall no longer act in its capacity as Authorize in relation or pursuant to this Lease Agreement.

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IN WITNESS WHEREOF THE PARTIES HAVE CAUSED THEIR COMMON SEALS TO BE

HEREUNTO AFFIXED ON THE DATE, MONTH AND YEAR FIRST HEREINABOVE WRITTEN AS

HERE IN AFTER APPEARING.

IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement by their

duly authorized representative on the date first above written:

SIGNED ON BEHALF OF FIRST PARTY SIGNED ON BEHALF OF SECOND PARTY

(Signature) (Signature)

In presence of

Witnesses:

(i)

(ii)

Dated:

Place:

Name of Authorize:

Designation

Full Postal Address

Phone:

Fax:

Email:

Mobile:

Name of Authorize:

Designation

Full Postal Address

Phone:

Fax:

Email:

Mobile:

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SCHEDULE A

(DETAILS OF PROPERTY AS PER CLAUSE 2) Location of Property Area of Shop Shop No.

Shop on Lease at Food Court

Sair Sapata, Prem Pura Ghat,

Bhopal.

250 sq. ft (approx) 03