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  • Assam Tourism Development Corporation Limited

    REQUEST FOR PROPOSAL (RFP)

    Volume III: Draft Lease Cum Development Agreement

    SELECTION OF DEVELOPER FOR DEVELOPEMNT/UPGRADTION, OPERATION AND

    MANAGEMENT OF ---------------- CLUSTER OF TOURISM PROPERTIES IN ASSAM

    September, 2017

    Managing Director

    Assam Tourism Development Corporation Limited Asom Paryatan Bhawan, A K Azad Road, Paltan Bazar,

    Guwahati- 781008, Assam, India Phone: +91-361- 2633654

    Fax: +91-361- 2738620 Website: www.assamtourismonline.com

    Email: info@assamtourismonline.com / atdcltd@gmail.com

  • This Development Agreement is entered into on this [----] day of [-----------------] Two Thousand

    Seventeen at Guwahati, State of Assam, India.

    By and Between

    Assam Tourism Development Corporation Ltd being represented herein by its Managing

    Director and having its registered office at Asom Paryatan Bhawan, A. K. Azad Road,

    Rehabari, Paltan Bazar, Guwahati-781008 (hereinafter referred to as the "ATDCL" or

    “Authority” or “Lessor” which expression shall, unless repugnant to the context or meaning

    thereof, include its administrators, successors and assigns) of First Part;

    AND

    ………………………………….., a company incorporated under the Companies Act 2013

    having its registered office at…………………., India (hereinafter referred to as the

    “Developer” or “Lessee” which expression shall unless repugnant to the subject or the context

    include its successors and permitted assigns) of the SECOND PART;

    AND

    **{………………………...] a [company/partnership firm/proprietorship] within the meaning of

    [Companies Act 2013 (incorporated under the provisions of the Companies Act 1956)/ [other

    statutes to be incorporated depending upon the legal constitution of the Selected Bidder] having

    its Registered Office at ……………………………………. , in its capacity as the Confirming

    Party to this Agreement (hereinafter referred to as the “Selected Bidder” which expression

    shall, unless the context otherwise requires, include its successors and permitted assigns)

    represented herein through ……………………, the authorised representative, as authorised vide

    [Board Resolution dated ________________or by a Power of Attorney dated-----------] executed

    in his favor, of the THIRD PART.]

    ** Incase the Selected Bidder is a consortium, all the members of the consortium shall be

    listed out here in the name clause.

    “ATDCL”, “Developer” and the “Confirming Party” are individually referred to as “Party”

    and collectively as “Parties”.

    WHEREAS

    The Government of the State of Assam (“GoA”) intends to promote tourism in the State and

    create employment opportunities for its people, in the tourism, hospitality and allied sectors. The

    State's Tourism Policy aims at encouraging investment in travel & tourism sector and allied

    sectors within the State. GoA is focusing on developing necessary infrastructure, development of

    human capital, proactive engagement with investors and effective policy implementation, so as

    to create conducive ambience for travel & tourism industry in the state.

  • GoA has taken a policy decision for upgradation, development, operation and management of

    all the Tourism Properties in the state through private sector participation on Lease Cum

    Development basis and has appointed ATDCL, as the nodal agency for undertaking the

    development / upgradation, / renovation /modernisation, promotion and operation and

    management of the Tourism Properties by inviting competitive proposals from interested

    parties, through a transparent bidding process.

    The ATDCL owns and operates the --------------- Cluster of Tourism Properties comprising of

    1.................. 2.................4................ (hereinafter referred to as the ‘Project’) along with all

    the project land admeasuring ----------------- acres (covered under dag no. -------- of---------------,

    dag no. --------- of--------------- & dag no. -------------of ------------------------- ) delineated in red

    colour boundary lines on the plans annexed hereto and marked as Schedule “A” (hereinafter

    referred to as the ‘Project Land’).

    The Authority is desirous of developing the Project at the Project Land by upgrading /

    renovating /modernising and operating and managing the Project by the Developer on lease cum

    development basis.

    ATDC carried out a transparent competitive bidding process and after thoroughly evaluating the

    bids received by it from various parties/Persons, the Bid submitted by the Selected Bidder was

    accepted by ATDCL. ATDCL communicated its acceptance of the Bid and its offer to the

    Selected Bidder through its Letter of Intent No…………..dated……………………..(hereinafter

    referred to as the “Letter of Intent” or “LoI”). The LOI has been issued by the ATDC to the

    Selected Bidder for the award of the Project. The copies of the Request for Proposal (“RFP”),

    Selected Bidder’s bid documents, LOI and subsequent Letter of Acceptance (LOA) sent by the

    Selected Bidder to ATDC vide letter dated ……….. are annexed hereto and collectively marked

    as Schedule C which shall be deemed to form a part of this Agreement.

    The Selected Bidder has since promoted and incorporated the Developer as a new company

    under the Indian Companies Act, 2013 and rules notified there under, and has requested the

    Authority to accept the Developer as the entity, which shall undertake and perform the

    obligations and exercise the rights of the Selected Bidder under the LOI, including the obligation

    to enter into this Lease Cum Development Agreement pursuant to the LOI for executing the

    Project.

    The Authority has agreed to the said request of the Selected Bidder, and has accordingly agreed

    to enter into this Lease Cum Development Agreement with the Developer for execution of the

    Project on Lease Cum Development basis, subject to and on the terms and conditions set forth

    hereinafter.

    The Selected Bidder has agreed to execute and join this Lease Cum Development Agreement as

    Confirming Party to the transactions contemplated herein.

  • It has now been agreed by and between the Parties hereto that the ATDCL shall give and the

    Developer shall take on lease the Project along with Project Land measuring ---------------

    acres delineated in red colour boundary lines on the plans annexed hereto and marked as

    Schedule “A” on the terms and conditions and in the manner hereinafter provided.

    Now This Lease-cum-Development Agreement witnesseth and it is agreed by and between

    the Parties hereto as follows:

    ARTICLE 1: DEFINITIONS & INTERPRETATIONS

    1.1 Definitions

    • “Accounting year” means the financial year commencing on 1st April in each year and

    ending on 31st March in the next year except in the first and last calendar year during the

    subsistence of this Agreement. In the first year of the subsistence of this Agreement, it

    means the period from the commencement of this Agreement and in the last year of the

    subsistence of this Agreement, it means the period from 1st April till the Transfer Date.

    • “Agreement” means this Lease-cum-Development Agreement as of date hereof,

    including recitals, appendices and attachments hereto as may be amended, supplemented

    or modified in accordance with the provisions hereof.

    • “Appendix” means any of the schedules, supplements or documents appended to this

    Agreement.

    • “Applicable Laws” means any statute, law, regulation, ordinance, notification, rule,

    regulation, judgment, order, decree, bye-law, approval, directive, guideline, policy,

    requirement or other governmental restriction or any similar form of decision of or

    determination by, or any interpretation or administration of GoI, GoA or by any

    Government Authority or instrumentality thereof, which may be applicable to this

    Agreement, the Project and the exercise, performance and discharge of the respective

    rights and obligations of the Parties hereunder, as may be in effect on the date of this

    Agreement and during the subsistence thereof.

    • “Applicable Permits” means any or all permissions, clearances (including

    environmental clearances, pollution clearance and approvals), authorizations, permits,

    consents, sanctions, no-objections, exemptions, approvals of or from any Government

    Authority required in connection with the Project and for undertaking, performing or

    discharging the obligations or fulfilment of the purposes as contemplated in this

    Agreement.

    • “Appointed Date” shall mean the date of execution of this Lease Cum Development

    Agreement.

    • “ATDC” shall mean Assam Tourism Development Corporation.

  • • “Business Day” shall mean a day on which banks are generally open in the State of

    Assam for transaction of norm