document instructions to bidders (itb)section i- instructions to bidders (itb) 7 address for...

HARYANA TOURISM CORPORATIONREQUEST FOR PROPOSAL (RFP)

DOCUMENTFOR

UPGRADATION, OPERATION,MAINTENANCE AND MANAGEMENT

OF

CAMPING SITESAT

DUNDAHERA (GURGAON) ANDSURAJKUND (FARIDABAD)

ON

PUBLIC PRIVATE PARTNERSHIP (PPP) FORMAT

August 2011

Upgradation, Operation and Maintenance of Camping Sites at Surajkund and Dundahera under PPP format

Section I- Instructions to Bidders (ITB) 1

SECTION-I OF THE REQUEST FOR PROPOSAL (RFP)DOCUMENT

INSTRUCTIONS TO BIDDERS (ITB)



TABLE OF CONTENTS

DISCLAIMER.................................................................................................................. 4

1. INVITATION FOR PROPOSAL........................................................................... 6

1.1 Introduction ....................................................................................................... 6

2.1 Details of the Location and Existing Facilities............................................... 7

2.3 Bid Variable i.e. Annual Contract Fee ..................................................................................8

3. GENERAL TERMS AND CONDITIONS.............................................................. 9

3.1 The evaluation of the bids and other related compliances: ..............................................9

3.1.1 The evaluation of bids will be completed in 2 steps:..........................................................9

3.3 Proposal submitted by an Unincorporated Joint Venture/single bidder: ........................12

3.4 Intentionally Left Blank .....................................................................................................14

3.5 Fees to be paid by the Bidder ............................................................................................15

3.5.1 Proposal Security.................................................................................................................15

3.5.2 Performance Security ...................................................................................................16

3.7 One Bid per Bidder .............................................................................................................17

3.8 Proposal Preparation and Cost.....................................................................................17

3.9 Due Diligence, Inspection and Investigation.....................................................................17

3.10 Validity of Proposal ...........................................................................................................17

3.11 Right to Reject Proposals .............................................................................................18

3.11.2 Misrepresentation / Fraud / Breach of Terms and Conditions .........................................183.12 Disputes Resolution ......................................................................................................18

4. TENDERING PROCEDURE AND SCHEDULE................................................. 18

4.1 General..............................................................................................................................18



4.1.2 Pre-Bid Meeting ................................................................................................................194.2 Amendment of RFP Document .............................................................................................194.3 Preparation and submission of Proposal...............................................................................194.4 Language and Currency ...................................................................................................204.5 Bidder’s Responsibility ......................................................................................................204.6 Sealing and Marking of Proposals.........................................................................................214.7 Modifications/substitution/withdrawl of Proposal.......................................................224.8 Opening of Proposals ........................................................................................................224.10 Confidentiality..................................................................................................................244.11 Intentionally Left Blank .....................................................................................................254.12 Execution of Management Contract .................................................................................25

5. PRESCRIBED FORMATS ...................................................................................... 26

A. Letter of Application & Interest ...............................................................................................26B. General Information of the Bidder ...........................................................................................29C. Format for Financial Proposal...........................................................................................31D. Affidavit....................................................................................................................................33E. Format for Power of Attorney for Signing of Application..........................................................35F. Intentionally Left Blank .............................................................................................................37G. Power of Attorney by Each Member of the JV in Favour of Lead Member ..............................37



DISCLAIMERThe information contained in this Request for Proposal (RFP) document or subsequentlyprovided to Bidders, whether verbally or in documentary form by or on behalf of HaryanaTourism Corporation (HTC) or any of its employees or advisors, is provided to Bidders onthe terms and conditions set out in this RFP document and any other terms and conditionssubject to which such information is provided.This RFP document is not a contract and is not an offer or invitation to any other party. Thepurpose of this RFP document is to provide the Bidders with information to assist theformulation of their Proposal submission. This RFP document does not purport to containall the information that each Bidder may require. This RFP document may not beappropriate for all persons, and it is not possible for Haryana Tourism Corporation (HTC)and their employees or advisors to consider the investment objectives, financial situationand particular needs of each Bidder. Certain Bidders may have a better knowledge of theproposed Project than others. Each recipient must conduct its own analysis of theinformation contained in this RFP document or to correct any inaccuracies therein that mayappear in this RFP document and is advised to carryout its own investigation into theproposed Project, the legislative and regulatory regimes which applies thereto and by andall matters pertinent to the proposed Project and to seek its own professional advice on thelegal, financial, regulatory and taxation consequences of entering into any contract orarrangement relating to the proposed Project.Haryana Tourism Corporation (HTC) and their employees and advisors makes norepresentation or warranty and shall incur no liability under the law of contract, tort, theprinciples of restitution or unjust enrichment or otherwise for any loss, expense or damage,accuracy, reliability or completeness of the RFP document, which may arise from or beincurred or suffered in connection with anything contained in this RFP document, anymatter deemed to form part of this RFP document, the award of the Project, the informationand any other information supplied by or on behalf of Haryana Tourism Corporation (HTC)or their employees, any consultants or otherwise arising in any way from the selectionprocess for the Project.Haryana Tourism Corporation (HTC) may in its absolute discretion, but without beingunder any obligation to do so, can amend or supplement the information in this RFPdocument, however, such amendment or supplementation shall be done any time prior to 7(seven) days before the notified last date of submission of Proposals. The information thatHTC is in a position to furnish is limited to this RFP document and the information availableat the contact addresses given in para 1.1.6, along with any amendments/ clarificationsthereon.This RFP document and the information contained herein are confidential and for use onlyby the person to whom it is issued. It may not be copied or distributed by the recipient tothird parties (other than in confidence to the recipient's professional advisor). In the eventthat the recipient does not continue with the involvement in the Project in accordance withRFP, the information contained in the RFP document shall not be divulged to any otherparty. The information contained in the RFP document must be kept confidential.



Mere submission of a responsive Bid/ Proposal does not ensure selection of the Bidder asOperator.FOR INFORMATION:

Unless the context otherwise requires, for the purpose of this RFP document, the term“Haryana Tourism Corporation” or “HTC” should be construed to mean “the ManagingDirector of the Haryana Tourism Corporation” or, as the case may be, theperson/authority/committee authorized by the Managing Director of the HaryanaTourism Corporation with the rider that the Board of Directors of the HaryanaTourism Corporation being the body vested with the overall superintendence andcontrol over the Haryana Tourism Corporation and its Managing Director shall havethe authority to vary or change this definition either generally or specifically at anypoint in time during the subsistence of the Management Contract and such avaried/changed definition shall be binding on all interested parties to theManagement Contract.

The RFP document would mean and include the following:

(i) The Instructions to Bidder (ITB) document;

(ii) The draft Management Contract document;

(iii) All the Schedules appended to the above listed documents at (i) and (ii);

(iv) All the amendments made in the above listed documents arrayed at (i) to (iii)above; and

(v) All mandatory instructions/directions issued by the HTC supplementing theRFP in future but within the subsistence of the Management Contract.

The Bidders are also requested to go through the entire RFP document (including thedraft Management Contract), carefully as some of the information provided thereinsupplements the Section I (Instructions to Bidders) of the RFP document.



1. INVITATION FOR PROPOSAL1.1 Introduction1.1.1 Haryana Tourism Corporation (HTC), with its mandate to promote tourism,hospitality, adventure sports, health & wellness and related activities in the State ofHaryana, has decided to invite Proposals for the “Upgradation, Operation,Maintenance and Management of 2 (two) Multi-Utility Sites (hereinafter termed as

“Camping Sites”) i.e. (i) Jungle Fowl Camping Site at Surajkund (Faridabad) and(ii) Dhanchiri Camping Site at Dundahera (Gurgaon), through Public PrivateParticipation (PPP) mode for a Contract Period of 10 (ten) years (hereinafter referred toas the “Project”).1.1.2 A Contract (the “Management Contract”) will be drawn up between the ManagingDirector of the Haryana Tourism Corporation (HTC) {the “Owner”) and theSuccessful Bidder/ Operator [i.e. either the single bidder or the Special PurposeCompany (SPC), as formed by the Joint Venture or the single bidder, whichever isfinally acknowledged as the Successful Bidder”] on PPP basis. During thesubsistence of the validity of the Contract Period, revenues from the Project willaccrue to the Operator who succeeds in signing the Management Contract forundertaking the Project.1.1.3 A “Single Stage {3 (three) Envelope System}” bidding process is planned to befollowed for determining the Successful Bidder. The Bidders would be required tomeet the minimum threshold Technical Qualification Conditions and qualify forundertaking the Project as set out in this RFP document. This qualificationassessment would be carried out as part of the current bidding and evaluationprocess. The Financial Proposal of only those Bidders who possess the minimumthreshold Technical Qualification Conditions (as per Clause 3.2) based onassessment of their credibility including the assessment based on the producingsufficient supporting proof including valid/qualifying relevant documents (as performats provided in Clause 5) would be opened and evaluated.1.1.4 The Request for Proposal (RFP) document contains information about the Project,bidding process, Proposal submission, qualification and financial proposalrequirements. All the Proposals would be evaluated in terms of financial andtechnical capability of the prospective Bidders .1.1.5 Interested Bidders may, on submission of a non-refundable fee of Indian Rupees(“Rs”) 1,00,000.00 (Rupees One Lakh only) by way of crossed demand draft/bankers cheque (valid for a period of 180 days) drawn in favour of “HaryanaTourism Corporation Limited, Chandigarh”, payable on any scheduled bank inChandigarh, obtain the RFP document from the address given below upto 29th

September 2011 on all working days between 1000 hrs and 1700 hrs IST bywritten request clearly stating “Request for Proposal for Upgradation, Operation,Maintenance and Management of Jungle Fowl Camping Site at Surajkund(Faridabad) and Dhanchiri Camping Site at Dundahera (Gurgaon) under PPPformat”.



Address for obtaining the RFP document:M/s Feedback Infrastructure Services Pvt LtdSCO 13-14-15Third FloorSector 34A, ChandigarhAlternatively, the Bidders shall also have the option to download the RFP documentfrom the website of HTC i.e www.haryanatourism.gov.in and thereby, submit thesaid non-refundable fee of Rs 1 Lakh (in the form of Demand Draft/ bankers cheque)along-with the Proposal, at the time of submission of Proposal. Failure to submit thesame shall result in rejection of the Proposal.1.1.6 The Proposals (consisting of the Proposal Security, Technical Proposal and FinancialProposal), must be received no later than 1600 hrs on 30th September2011 in themanner specified in the RFP document at the address given below and HTC shall notbe responsible for any delay, due to any reason/limitation whatsoever, in receivingthe Proposals and reserves the right to reject/accept any or all Proposals withoutassigning any reason thereof.Haryana Tourism Corporation (HTC)SCO 17-19, Sector 17-BChandigarh-160017

2.1 Details of the Location and Existing Facilities(i) Jungle Fowl Camping Site at Surajkund, Faridabad – Has been developedon approximately 12.57 Acres of land and is located on the Surajkund Roadabout 1 (one) km from Badarpur Turning. It is situated at a prime location inDistrict Faridabad just adjacent to the Surajkund Complex of HaryanaTourism and Claridges Hotel, Faridabad.(ii) Dhanchiri Camping Site at Dundahera (Gurgaon) – Has been developedon approximately 44.87 Acres of land and is located on the left side of NH-8while going from Delhi to Jaipur in District Gurgaon. It is situated at a primelocation on NH-8, adjacent to the Toll Plaza.

It may be noted that the Dhanchiri Camping Site at Dundahera is locatedadjacent to Air Force Station, Rajokri and share a common boundary wall.As per Government of India Notification under the Works of Defence Act,1903, ‘No building or structure shall be constructed, created or erected orno tree shall be planted on any land within the limits of 100 metres fromthe crest of the outer parapet of Indian Air Force Station”.



The layout plan, list of existing and proposed facilities at both the Camping Sites havebeen detailed out in Schedules – I & II of the draft Management Contract (Section-II ofthe RFP document).2.2 HTC proposes to select an Operator for taking up the aforesaid Project. The brief ofthe Project is as follows:

Both the Camping Sites at Surajkund (Faridabad) and Dundahera (Gurgaon)shall be licensed to ONE Successful Bidder for the purposes as elaboratelymentioned in various provisions of the draft Management Contract (SectionII of the RFP document). The Operator shall upgrade the Camping Sites at Surajkund and Dundaheraand thereby, operate, maintain and manage it throughout the ContractPeriod of 10 (ten) years. NO change in the existing civil structure shall be permissible and NO newpermanent construction shall be allowed to be erected. However, theOperator may erect temporary structures as permissible in terms of this RFPdocument. At the end of the Contract Period (either by efflux of time or prematuretermination of the Management Contract), all rights given under theManagement Contract shall cease to have effect and the Camping Sites shall,in terms of this RFP document, revert back to HTC at no cost, without anyobligation on HTC to pay or adjust any consideration or other payment tothe Operator.

2.3 Bid Variable i.e. Annual Contract FeeIn return for the requisite authorization to undertake the Project, the Operator shallbe required to pay an Annual Contract Fee (Bid Variable) to Haryana TourismCorporation (HTC), as per its Financial Proposal.The Annual Contract Fee shall be increased at the rate of 5% (Five percent)compounded annually.

For Illustration if the accepted bid happens to be Rs. 100/-, then the respective AnnualContract Fee payable for the 1st, 2nd, 3rd, 4th, and subsequent year shall be worked outas Rs. 100/-, Rs. 100/-X (1.05), Rs. 100/-X(1.05)2,Rs. 100/-X(1.05)3, Rs. 100/-X(1.05)4

and so on.-

The first Annual Contract Fee shall be due and payable on/ before 7 (seven) daysprior to the completion of 1 (One) year from the Appointed Date (i.e. the date ofsigning of the Management Contract). For details, refer Article 3.2 of the draftManagement Contract.



It is also clarified that the Annual Contract Fee, to be quoted by the Bidders,shall not be less than Rs 25 Lakh (Rupees Twenty Five Lakh) to be termed asReserve Price. The bid offered by any Bidder quoting less than the abovespecified Reserve Price of Rs 25 Lakh shall be considered ineligible and theirProposals, irrespective of whether the Bidder fulfills the Technical QualificationConditions or not, shall be out-rightly rejected. Further, any conditional offer forthe said quoted Annual Contract Fee shall also make the Proposal liable to berejected.

3. GENERAL TERMS AND CONDITIONS

3.1 The evaluation of the bids and other related compliances:3.1.1 The evaluation of bids will be completed in 2 steps: Step 1 – Opening of Technical Proposals and short listing Step 2 - Opening of Financial Proposals of Technically qualified applicants.The entire bidding process has been explained elaborately in Clause 4 of this RFPDocument (Section I).3.1.2 The Successful Bidder (i.e. either the single Bidder or the Lead Member, on behalf ofthe Joint Venture) shall be issued Notice of Award (NoA) by HTC. After issuance ofNoA in writing, the Successful Bidder has to convey his acceptance of the samewithin 7 (seven) days to HTC. The said acceptance shall be made in a manner so asto reach the Managing Director, Haryana Tourism Corporation on or before 5.30 pmon the 7th (seventh) day counted from the date of issuance of the NoA. In all caseswhere the successful bidder happens to be a JV, a SPC shall be formed and in all theother cases, SPC may, at the option of the bidder, be formed within a period of 3weeks from the date of receipt of Notice of Award. Thereafter, the successful singleBidder or the Special Purpose Company (SPC) created by the successful JointVenture/ single Bidder shall, on fulfilling the other requirements in this regard,enter into a Management Contract (as per the draft enclosed as Section II to the RFPdocument) with HTC within 35 (thirty five) days of conveying his acceptance of theNoA or on or before the date as mutually agreed between the Parties to theManagement Contract.Responding in affirmative to the NOA within the said 7 days by the declaredSuccessful Bidder is a mandatory requirement and failure to do so would amount tothe Bidder withdrawing its bid/Proposal after Technical Proposal Opening and shallresult in the forfeiture of the Proposal Security of Rs 2.5 Crore.



3.2 Technical Qualification Conditions3.2.1 The Bidder can either be an Individual, registered Partnership Firm or a registeredCompany [to be termed as the “Single Bidder”] or be a Joint Venture (JV) of theabove stated entities alone.3.2.2 The Bidder should be legally competent to enter into a contract as per prevailingIndian Laws.3.2.3 Only such amongst the bidders meeting both the following “Minimum EligibilityCriteria” and satisfying the conditions by submitting supporting and other relevantdocuments as per Clause 5 and other provisions of Section-I of the RFP Documentwill be “Technically Qualified” for the Project.a) Technical Capabilityi. Bidder should have experience in operating atleast ONE Hotel of rating twoor three star or above or at least ONE Wayside Amenity, for a continuousperiod of 5 (five) years in the last 10 (ten) years (i.e. from 01.01.2001onwards).

In case of a Bidder claiming experience under the Owner-Operator model,where the owner has given the work of operating the Hotel or Waysideamenity to another party either on franchise, or leasehold, or managementcontract or under any other arrangement, the experience of only the operatorshall be eligible and the experience of the owner shall not be taken intoaccount as a valid experience for the purpose of this Project.

In case of an Individual, submitting the Proposal, is a director/ employee of acompany/ partnership firm, he shall only be considered eligible, if he holds40% (forty percent) share in the ownership of the entity being pressed forsatisfying the Eligibility Criteria.ii. The Hotel or Wayside Amenity being pressed for satisfying the EligibilityCriteria should be operational and eligible on the last date of submissionof Proposal (i.e. Proposal Due Date).iii. Hotel Rating: The Hotel being pressed for satisfying the Eligibility Criteriashould have been approved by and have a valid classification (as two orthree star category or above) from the Ministry of Tourism, Government ofIndia, for the duration claimed for meeting the criteria laid in sub-clause (i)above and as also on the Proposal Due Date.



iv. Wayside Amenities : The facility providing the following facilities at theiramenity will be considered as “Wayside Amenities” for the purpose of thisRFP document:i. Amenity should be located alongside the National or State Highway,having access from the said National or State Highway.ii. Amenity should be running/ operational, as on the date ofsubmission of the Proposal.iii. Amenity should have an area of at least 1 acre. This land should beeither self-owned or on lease/license (in case of Partnership Firm orCompany or JV, to be owned or a subsisting lease/ license either bythe said entity or by the individuals claiming to fulfill Technical orFinancial Capabilities). If the land is on lease/ license then the totallease period or license period should have been for at least 10 (ten)years.iv. Amenity should have Outdoor/Indoor Restaurant/Cafe withcombined seating capacity of at least 100 (one hundred) persons.v. Amenity should have facilities for tourists such as TouristInformation Centre, Internet Broadband Services (Free or onpayment), Tourist rest and waiting area.vi. Amenity should have a provision of clean drinking water facility forall guests.vii. Amenity should have separate toilets for Ladies and Gents with eachmeasuring at least 300 sq ft in carpet area and should be easilyaccessible by the guests and visitors.viii. Amenity should have a parking space of at least 15,000 sq. ft. forparking of vehicles by the guests and visitors.It may be noted that a suitable committee of persons as appointed by theManaging Director, HTC shall inspect the amenity (ies) of participating biddersunder the Wayside Amenities category. The inspection shall be carried out by thecommittee in presence of the Bidder or its authorized representative. Pursuant tothe inspection of the wayside amenity and upon fulfillment of the conditions as laiddown for this category, a certificate shall be signed by both the Parties (i.e. thecommittee, carrying out the inspection and the Bidder).



The amenity shall not be considered as a wayside amenity fulfilling the technicalrequirements if

(i) The wayside amenity fails to be certified as such by the saidcommittee; or

(ii) The Bidder or his authorised representative is not present at thetime of inspection; or

(iii) The Bidder or his authorised representative present at the time ofinspection refuses to sign the certificate prepared by the Committee.

b) Financial CapabilityThe person/entity being pressed for satisfying the Financial Capability:i. Should have minimum Annual Turnover, in any year during the last 3(three) years, of not less than Rs 3 Crore (Rupees Three Crore) and anaggregate turnover, during the past 3 (three) years, of atleast Rs 15Crore (Rupees Fifteen Crore).ii. The last 3 (three) years which shall be considered for assessing thefinancial capability shall be the financial years ending on 31.3.2008,31.3.2009 and 31.3.2010.iii. The Bidders should submit their audited annual report and balancesheet statements to prove their Financial Capacity.iv. The Bidders should not have a net loss in its balance sheet in any of theyears, during the last 3 (three) years.c) In case the Proposal has been submitted by a Joint Venture, the TechnicalCapability shall have to be fulfilled by one of the Joint Venture (JV) member, tobe termed as lead member, alone. Similarly, the Financial Capability shall alsohave to be fulfilled by one member alone and the aggregate financials of all ormore than one member in the JV shall not be accumulated for consideration.d) The experience/capability of more than one facility/business or more

than one person/entity cannot be combined to reach the thresholdexperience/capability.

3.3 Proposal submitted by an Unincorporated Joint Venture/single bidder:3.3.1 There can be a maximum of 3 (three) members in the Joint Venture (JV).3.3.2 When the Proposal has been submitted by a Joint Venture, the following shall betaken into account:



i. The Lead Member, independently, must satisfy the Technical Capabilityas mentioned in Clause 3.2.3 (a)ii. The Financial Capability shall also be fulfilled by one Joint Venture (JV)member independently.iii. The JV member who fulfills the Technical Capability requirements (i.e.the Lead Member) can also fulfill the Financial Capability requirement.iv. For the Technical Capability and Financial Capability, the financials

and experience or other parameters of all or more than one of the JVmembers shall not be combined.3.3.3 Any material changes in the membership of a Bidder being a JV or the SPC whenformed, in exceptions to the provisions of this RFP document, carried out during thebidding process or the Contract Period will amount to breach on part of Bidder.Proposals submitted by a JV must provide a written agreement {Joint Venture (JV)Agreement} to be signed by each member in that JV, which describes theresponsibilities and proposed equity commitments of each member in the JV/ SPC.The name and credentials of the Lead Member shall also be mentioned in the JointVenture (JV) Agreement.3.3.4 The Joint Venture shall and the single bidder may, inter alias, form a SpecialPurpose Company (SPC) registered in India for the implementation of the Project.Such SPC shall be formed within 3 (three) weeks of receipt of Notice of Award. TheSPC would enter into the Management Contract and subsequently carry out all theresponsibilities of the Successful Bidder and undertake the Project as stipulated inthe RFP document. The proposed shareholding of the members of the JV in the SPCmust be in compliance with the criteria specified in the RFP document. The

aggregate equity share holding of the members/ partners of the JV or, as thecase may be, the Single bidder in the paid up equity share capital of the SPCshall not be diluted below 67% (sixty seven per cent) during the ContractPeriod.3.3.5 In addition to the above obligations, in the SPC so formed under this Clause:(i) The Lead Member (i.e. the member fulfilling the Technical Capability) of theJV or the person/entity constituting the single bidder fulfilling the TechnicalCapability shall maintain a minimum equity component of at least 35%(thirty five percent) during the Contract Period; and(ii) The JV member or the person/entity constituting the single bidder fulfillingthe Financial Capability shall maintain a minimum equity component ofatleast 26% during the Contract Period.



3.3.6 Members of the JV/single bidder/SPC shall be liable jointly and severally for theexecution of the Project in accordance with the terms of the Management Contractand a statement to this effect shall be included in the Joint Venture (JV) Agreementmentioned under Clause 3.3.3 above, as well as in the Proposal and in theManagement Contract. HTC may require such documents / undertakings/indemnities as it may deem fit to be produced from JV members/ constituents ofsingle bidder before or at the time of issuance of Notice of Award/ signing ofManagement Contract.3.3.7 In case of JV, the Lead Member nominated at the time of submission of the Proposaland in case of single bidder deciding to constitute SPC, such constituent of the singlebidder that has claimed to fulfill technical capability shall continue to be the LeadMember of the SPC. Such Lead Member shall hold authorization in the form ofPower of Attorney. The Proposal must designate one or more person(s) to representthe Bidder in its dealings with HTC. Unless specifically advised to the contrary, HTCwill assume that the person(s) designated is authorized to perform all tasks,including, but not limited to, providing information, responding to inquiries andentering into contractual commitments on behalf of the JV/single bidder/SPC as thecase maybe. Any and all limitations on the authority of the designated person (s)should be detailed in the Proposal. In the absence of any specific/generalauthorization in this regard, it shall be presumed that the Lead Member happens tobe the said authorized representative of the JV.3.3.8 Each member of the JV shall submit a signed letter (on the company's Letter Head)with the Proposal, which states that the said member:(a) Has reviewed the entire Proposal.(b) Is in accord with each key element of the Proposal, including, but notlimited to, its technical and price components, description of themember's responsibilities and commitments to the Project, and thedesignated person(s) who will represent the JV during thenegotiation process. Any substantive exception or caveat should beaddressed in the enclosed letter.(c) Has participated in only one Proposal for this Project.(d) Each of the JV members will be jointly and severally liable to HTC.3.3.9 All pertinent information that may affect the performance of the responsibilities ofany JV member/constituents of single bidder – such as ongoing litigation, financialdistress, or any other such matter – must be disclosed.3.4 Intentionally Left Blank



3.5 Fees to be paid by the Bidder

3.5.1 Proposal Security(i) The Proposal shall be accompanied with an initial Proposal Security for avalue of Rs. 2.50 Crore (Rupees Two Crore and Fifty Lakh only) in theform of Demand Draft of any Nationalized/Scheduled Bank in favour of“Haryana Tourism Corporation Limited, Chandigarh” payable at Chandigarh.(ii) The Demand Draft shall be valid for a minimum period of 160 days from thedue date of submission of Proposal (the “Proposal Due Date”). On request,the Bidders would be required to extend the validity of the Proposal Securityon the same terms and conditions.(iii) The Proposal Security of the Successful Bidder may, at his option, beadjusted against payment of Performance Security, provided the balance ofthe Performance Security over and above the refundable Proposal Securityis paid before seeking the said adjustment.(iv) Any Bid/ Proposal submitted without the Proposal Security in the manneras specified in the RFP Document shall be summarily rejected.(v) The Proposal Security of Bidders whose Proposal is rejected on account ofbeing Non-Responsive or Non-Reasonable or has been rejected inaccordance with the RFP document and in whose case the ‘ProposalSecurity’ qualifies to be refunded, the same, shall be returned/ refundedwithin a period of 60 (sixty) days without any interest thereupon from thedate of intimating the rejection of the Proposal..(vi) From amongst the bidders found fulfilling the Technical QualificationConditions, the Proposal Security of H1, H2 & H3 Bidders would be retainedtill the Management Contract is signed between the Successful Bidder andHTC. H1, H2 and H3 can be declared a successful bidder at any point in timebefore the Management Contract is finally signed.(vii) The ‘Proposal Security’ of the other Bidders, who are otherwise technicallyqualified and in whose case the Financial Proposals were opened but are notqualified as H1, H2 & H3 and in whose case the ‘Proposal Security’ qualifiesto be refunded would be returned/refunded within 60 (sixty) days ofopening of Financial Proposals without any interest thereupon.(viii) The ‘Proposal Security’ of the remaining Bidders, who are arrayed as H1, H2& H3 but to whom the NoA was not issued and in whose case the ‘ProposalSecurity’ qualifies to be refunded either in whole or in part, the same, after



deducting any claim of the HTC that might have arisen, would be returnedwithin 60 (sixty) days of the signing of the Management Contract with theSuccessful Bidder.(ix) The Proposal Security shall be forfeited by HTC, in the following cases:a) If the Bidder withdraws its Bid/ Proposal after Technical Proposalopening and during the Proposal Validity Period; orb) In case of a Successful Bidder, if the Bidder fails within the specifiedtime limit, to sign the Management Contract; orc) In case of a Successful Bidder, if the Bidder fails within the specifiedtime limit to furnish the required Performance Security.By the term “Successful Bidder”, it shall be meant the Bidder (i.e. either asingle Bidder or a Joint Venture) to whom NOA was issued and the offer tosign the Management Contract was made at any time, after the opening ofthe Financial Proposal. For instance, if the NOA was issued to H1 bidder thenthe H1 bidder would be declared as a successful bidder. However, if the H1bidder, being the successful bidder at the first place, fails to submit thePerformance Security or sign the Management Contract, as per theprovisions of the RFP document and subsequently, H2 bidder was issuedNOA, then the H2 bidder shall be considered as the Successful Bidder of thisProject and all liability imposed on the H1 bidder, being the SuccessfulBidder, would become operative on H2 bidder without limiting or reducingor affecting the consequences of failure to sign the Management Contractwith the H1 bidder.3.5.2 Performance SecurityThe Successful Bidder, for due and faithful performance of its obligations under theManagement Contract, shall be required to provide a composite “Performance

Security” of Rs. 10 Crore (Rupees Ten Crore), by way of Demand Draft/Pay order ofany Nationalized /Scheduled Bank, incorporated in India, to HTC within 30 days ofreceipt of Notice of Award (as per Article 3.3 of the draft Management Contract) infavour of “Haryana Tourism Corporation Limited, Chandigarh” payable atChandigarh. The Proposal Security of the Successful Bidder would be adjusted againstthe amount to be deposited by him through Performance Security in terms of RFPdocument.

The Performance Security of Rs 10 Crore shall be kept by the HTC as a separate fixeddeposit and this amount shall, at no time during the subsistence/ validity of theManagement Contract, be used/ appropriated/ withdrawn/utilized by HTC for any



purposes, except as provided for in the RFP document. However, the interest accruedon this amount shall be used/ withdrawn by the Owner i.e. HTC. Pursuant to thesuccessful completion of the Project/ Contract Period, the remaining balance, aftermaking permissible deductions from it (if any), of the Performance Security shall berefunded, as soon as possible but within 90 (ninety) days, back to the Operator,without any interest thereupon. Further, in case of premature termination or anyother reason leading to forfeiture of the Performance Security, either in whole or inpart, the said amount shall be forfeited by HTC.

3.6 Intentionally Left Blank

3.7 One Bid per Bidder3.7.1 Each Bidder (i.e. either a single Bidder or Joint Venture) shall submit only 1 (One)Bid/ Proposal for the Project. Violation of this shall lead to disqualification of theBidder. However, it may be noted that the member of one Joint Venture cannot bemember of other Joint Venture and also, cannot submit Bid/ Proposal independently.3.7.2 Any person, either in his individual capacity or as a constituent of any entity (such asbeing partner in a partnership firm or a director on any company, etc.), can be aconstituent in only one bid/proposal being submitted. All bids preferred by anyentity where the same person happens to be a constituent in exception to thisprovision shall be rejected.3.8 Proposal Preparation and CostAll Bidders are required to submit a detailed proposal (the “Proposal” or “Bid”) inaccordance with the guidelines set forth in this RFP Document. The cost ofpreparation of Proposal and related expenses shall be borne by the Biddersthemselves.3.9 Due Diligence, Inspection and InvestigationThe Bidders shall be deemed to have conducted a due diligence exercise withrespect to all aspects of the Project, including a detailed survey of the Site/ CampingSites, when they submit the Proposal. Interested Bidders are invited to visit andinspect the Site/ Camping Sites at their own expense. Failure to investigate fully theSite/ Camping Sites or subsurface conditions shall not be a valid ground to relievethe Bidder after the submission of its Bid/ Proposal or relieve the Bidder from anyresponsibility for estimating the difficulty or costs of successfully completing theProject.3.10 Validity of Proposal



3.10.1 The Proposal shall remain valid for a minimum of 180 (one hundred and eighty)days from the Proposal Due Date i.e. the date succeeding the appointed last datefor submission of Proposal (the “Proposal Validity Period”). HTC reserve theright to reject any Proposal that does not meet this requirement. Proposal ValidityPeriod and/or Proposal Security shall be extended for a specified additionalperiod at the request of HTC.3.10.2 A Bidder agreeing to the request will not be allowed to modify his Proposal, butwould be required to extend the validity of his Proposal Security for the period ofextension.3.10.3 The Proposal Validity Period of the Successful Bidder shall be automaticallyextended till the date of execution of the Management Contract.3.11 Right to Reject Proposals3.11.1 HTC reserves the right to reject any / all Proposals including the highest Proposalor withdraw the invitation of the Proposal at any stage without citing any reason.Nothing contained herein shall confer any right upon a Bidder or create anyobligation / liability upon HTC of any type whatsoever.3.11.2 Misrepresentation / Fraud / Breach of Terms and ConditionsIf it is discovered at any point of time that the Bidder has suppressed any fact orgiven a false statement or has done misrepresentation or fraud or has violated anyof the terms of the Bid, the Bid will be cancelled and the Proposal Security/Performance Security will be forfeited. In such an event, the Bidder will not beentitled to any compensation whatsoever, or refund of any other amount.3.12 Disputes ResolutionAny dispute, difference or controversy of whatever nature raised by the bidders beforethe Management Contract is signed shall be arbitrated by the HTC and the decision ofHTC in this regard shall be final and binding on all parties.

4. TENDERING PROCEDURE AND SCHEDULE

4.1 General

4.1.1 Prospective Bidders may send their queries to HTC by 8th September 2011 inwriting. To the extent possible and wherever found desirable, all the Bidders will besent Clarifications to queries received on/ before the stipulated date.



Not receiving the response to the query or not responding to the query by the HTCshall, however, not be considered as any set-back or shall not vitiate the proceedingsor shall not reduce or increase the liabilities of any party in any manner.4.1.2 Pre-Bid Meetingi. The purpose of the Pre-Bid Meeting will be to clarify and discuss issues withrespect to the Project, the RFP Document or any other related issues.ii. The Bidder or his authorized representatives are invited to attend the Pre-Bid Meeting, which shall take place in Haryana Niwas, Sector 3, Chandigarh.

iii. The Bidders designated representatives are invited to attend the Pre-BidMeeting at their own cost, to be held on 9th September 2011 at 3 PM in theHaryana Niwas, Sector 3, Chandigarh.

4.2 Amendment of RFP Document4.2.1 At any time prior to 7 (seven) days before the Proposal Due Date, HTC may, for anyreason, whether at its own initiative or in response to clarifications requested by aBidder or as a result of the suggestions emerging during the pre-bid meeting, modifythe RFP Document through the issuance of Addenda. The Addenda will be uploadedon the website of HTC i.e. www.haryanatourism.gov.in. This Addendum to the RFPdocument shall be binding upon the bidders and all such amendments/ addendumwill thus form part of the RFP document.4.3 Preparation and submission of Proposal4.3.1 Proposals shall be accepted on or before 1600 hours, 30th September2011(Proposal Due Date) at HTC at the address given below.

Managing DirectorHaryana Tourism Corporation (HTC)SCO 17-19, Sector 17-B, Chandigarh

4.3.2 In case of a Joint Venture, wherever required, the Proposal must contain suchinformation individually for each member of the Joint Venture.4.3.3 All Proposals / Bids shall be signed by the duly ‘Authorised Signatory’ of the Bidder.In case of a Joint Venture, the Proposal shall be signed by the Lead Member. Biddersshall submit a supporting Power of Attorney authorizing the Signatory of theProposal to commit the Bidder and agreeing to ratify all acts, deeds and thingslawfully done by the said attorney. In case of a Joint Venture, such Power of Attorneyshall be issued by all members of the Joint Venture, towards the Lead Member andshall be legally binding on all of them.



4.3.4 The Authorised Signatory shall initial the Proposal on each page. He shall also initialall the alterations, omissions, additions, or any other amendments made to theProposal, before submission.4.3.5 Bidders are required to submit only 1(One) set of the Proposal, including the OriginalRFP Document issued to them along with all the addenda to it. In case the bidderfails to submit a complete Original RFP document along with any or all addenda, as apart of the Proposal then the same shall not be considered as a ground for therejection of the Proposal provided that any time before the technical evaluation isfinalized, the authorised signaturee (who has signed the other papers submitted as apart of proposal) appends his signature, as a token of acceptance thereof, on all themissing parts or the pages where the authentication by appending signature aremissing and thereafter it shall be presumed that the Proposal has been made aftertaking into consideration all the conditions of the Original RFP Document along withall addenda as well and it will confer no immunity or relaxation qua his liability as abidder on any count including lack of knowledge about any or some or all conditionsof the Original RFP Document along with all the addenda to it.4.4 Language and Currency4.4.1 The Proposal and all related correspondence and documents shall be written inEnglish language. If any supporting document attached to the Bid is in any otherlanguage, the same will be supported by an English translation and in case of anyambiguity the meaning/ intent of the said translation shall prevail.4.4.2 The currency for the purpose of the Proposal/Bid shall be Indian National Rupee(INR).4.5 Bidder’s Responsibility4.5.1 It would be deemed that prior to the submission of Proposal, the Bidder has made acomplete and careful examination of:a. The requirements and other information set forth in this RFP Document.b. The various aspects of the Project including, but not limited to the following:

The Site, existing facilities and structures, access roads and public utilities inthe vicinity of the Site/ Facility; All other matters that might affect the Bidder’s performance under the termsof this RFP Document, including all risks, costs, liabilities and contingenciesassociated with the Project.



4.5.2 HTC shall not be liable for any mistake or error or neglect by the Bidder in respect ofthe above. Proposals that are not substantively responsive to the requirements ofthis RFP Document will be rejected.4.6 Sealing and Marking of Proposals4.6.1 The Proposals shall be sealed, marked and submitted as explained below:a) Envelope No.1 containing the Proposal Security shall be marked as

“Proposal Security Deposit”.b) Envelope No.2 containing the Technical qualification related andsupporting documents shall be sealed and marked as “TechnicalProposal” and shall contain all relevant documents including, but notlimited to, the following: Relevant documents (like Certificate of Incorporation, JointVenture (JV) Agreement (if applicable), audited financialstatements and evidence of experience like client certificate, starrating relevant and sufficient certificate, proof of ownership/leaseagreements, location and details of qualifying property, details offinancial details, supporting documents qua the TechnicalQualification requirements, etc.) confirming the “TechnicalQualification Conditions” laid down in Clause 3.2; Letter of Application and Interest (As per Format A) General Information on the Bidder (As per Format B) Affidavit (As per Format D) Original RFP Document along with all addenda duly signed (oneach page) by an authorized representative as a token ofacceptance. Power of Attorney for Signing of Application (as per Format E); Power of Attorney by Each Member of the JV in Favour of LeadMember (as per Format G); A letter (on company’s letter head) from all the JV members as laiddown in Clause 3.4.7. All required submissions, if the Bidder is applying through JV andas stated in the RFP Document.



c) Envelope No.3 containing the Financial Proposal (as per Format C)shall be sealed and marked as “Financial Proposal”.d) All the above envelopes shall be enclosed in an outer cover / envelopemarked as “RFP for Upgradation, Operation and Maintenance of theCamping Sites at Surajkund (Faridabad) and Dundahera (Gurgaon) inHaryana under PPP format”.e) The Outer Envelope shall be addressed to:

Managing Director

Haryana Tourism Corporation (HTC)

SCO 17-19, Sector 17-B, Chandigarh - 1600174.6.2 If the envelope is not sealed and marked, as instructed above, HTC assumes noresponsibility for the misplacement or premature opening of the Proposalsubmitted. In that case the proposal submitted by the bidder in whose case it hasresulted in prematurely opening of the whole or any part of Proposal will berejected.4.6.3 Any Proposal received by HTC after 1600 hours on the Proposal Due Date will beliable for rejection.4.7 Modifications/substitution/withdrawl of Proposal4.7.1 The Bidder may modify, substitute or withdraw its Proposal after submission,provided that written notice of the modification ,substitution or withdrawl isreceived by Owner prior to the Proposal due date. No Proposal shall be modified,substituted or withdrawn by the Bidder on or before the appointed time for the lastdate of submission of Proposals.4.7.2 The modification, substitution or, withdrwal notice shall be prepared, sealed,marked and delivered in accordance with Article 4.6 , with the envelopes beingadditionally marked “MODIFICATION , “SUBSITUTION” or “WITHDRAWAL”, asappropriate.4.7.3 Any alteration/modification in the Proposal or additional information suppliedsubsequent to the Proposal Due Date, unless the same has been expressly sought forby the Owner, shall be disregarded.

4.8 Opening of Proposals4.8.1 Unless intimated otherwise, the Technical Proposals received shall be opened bythe Committee constituted by HTC in the presence of the Bidders or their



authorized representatives who choose to be present at 1630 hrs on 30th

September 2011 or such other date as intimated to the Bidders throughadvertisement in 2 (two) national English dailies and also by uploading it on thewebsite of HTC i.e. www.haryanatourism.gov.inAlso, the date of opening of Financial Proposals shall be intimated in advance to theTechnically Qualified bidders by way of advertisement in 2 (two) national EnglishDailies.4.8.2 Subject to and in addition to the other provisions of the RFP, the HTC reserves theright to reject any Proposal, if1. It is not signed, sealed and marked as stipulated in Clause 4.6.2. The information and documents have not been submitted asrequested and in the formats specified in the RFP Document.3. There are inconsistencies between the Proposal and the supportingdocuments.4. It does not mention the Proposal Validity Period as set out in Clause3.9.5. There are conditions proposed with the Technical and/or FinancialProposals.6. It provides the information with material deviations.7. It provides insufficient documents/proof to establisheligibility/credentials of bidder and persons being constituents ofthe bidder.4.8.3 A material deviation or reservation is one:a) Which affects in any substantial way, the scope, quality, orperformance of the Project, orb) Which limits in any substantial way, inconsistent with the RFPDocument, HTC rights or the Bidder’s obligations, orc) Which would affect unfairly the competitive position of otherBidders’ presenting substantially responsive bids.4.9 Evaluation of ProposalsThe evaluation will be done in 2 (Two) steps as explained below:



4.9.1 In Step–I, the Proposal Security in Envelope–1 shall be first checked. Proposalswithout the appropriate Proposal Security will be rejected. Then thesubmission(s) in Envelope–2 shall be checked. The Technical Proposal notmeeting the prescribed Technical Capability, including the financial capabilities,criteria as per Clause 3.2 will be rejected out rightly. All Bidders passing Step–Iof the evaluation will be considered responsive enough to be considered for thenext stages.4.9.2 In Step–II of evaluation, the Financial Proposals in Envelope–3 of those Bidderswho have passed Step–I shall be opened by HTC in presence of such nominees ofthe Bidders who chose to be present. Bidders shall be ranked H1, H2, H3, etc. indecreasing order of their financial offers. The selection will be made on the basisof the highest Annual Contract Fee (H1). The Bidder quoting the highest AnnualContract Fee will be declared a Successful Bidder at the first instance and will beinvited to sign the Management Contract in the first place by issuing NOA in hisfavour.4.9.3 In the event that the highest Bidder withdraws or fails to submit thePerformance Security or fails to enter into the Management Contract with theHTC for any reason, HTC may invite the remaining H2 and H3 Bidders inaccordance to their rank in decreasing order of their Financial Proposals byinviting him to sign the Management Contract by issuing NOA. While doing so,HTC shall be within its right to ask the said Bidder to improve upon its quotedFinancial Proposal before issuing the NOA, by way of negotiation.4.9.4 Even if only one Bid/ Proposal is received and is otherwise technically qualifiedor only one Bid/ Proposal amongst several is technically qualified, HTC retainsthe right to open his Financial Proposal and HTC may award the Project to thesaid bidder.4.9.5 The Proposals (Financial Proposal and Technical Proposal) should beunconditional and any conditionality attached with the Proposal(s) may resultin the rejection of the proposal.4.9.6 Financial Proposals of Bidders who do not qualify the Step–I of evaluation willnot be opened and will be returned/ destroyed unopened.4.10 ConfidentialityInformation relating to the examination, clarification, evaluation andrecommendation for the short-listed Bidders shall not be disclosed to anyperson not officially concerned with the process. HTC will treat all informationsubmitted as part of all Proposals confidential and will insist that all those whohave access to such material also treat it in confidence. HTC will not divulge any



such information unless it is ordered to do so by any competent authority thathas the power under law to require its disclosure or as a measure of statutorycompliances.4.11 Intentionally Left Blank

4.12 Execution of Management Contract4.12.1 The Successful Bidder shall be required to sign the Management Contract within35 (thirty five) days of conveying its acceptance of the NoA to HTC in writing. Butprior to signing of the Management Contract, the said Bidder must satisfy allnecessary conditions, including, but not limiting to, the following conditions. The Successful Bidder has submitted the requisite PerformanceSecurity to HTC. Wherever it is to be so formed, formation of SPC has been completedas per the provisions laid down in Clause 3.3, within 3 (three) weeksof receipt of Notice of Award by the Successful Bidder (either a JV orSingle Bidder).

HTC shall not execute the Management Contract until all the conditions toexecute the Management Contract are satisfied.4.12.2 Failure to meet the above conditions will result in a breach and HTC shall be entitledto cancel the Notice of Award without being liable, in any manner whatsoever, to theBidder and to forfeit the Proposal Security and/or any other amount deposited tillthat time as “Damages”.4.12.3 The cost of stamp duty for execution of Management Contract, registration charges,any other related legal documentation charges and other incidental charges will beborne by the Successful Bidder.



5. PRESCRIBED FORMATS

A. Letter of Application & Interest(To be submitted and signed by the Bidder’s authorized signatory)ToThe Managing DirectorHaryana Tourism Corporation (HTC)SCO 17-19Sector 17B, Chandigarh - 160017Subject: RFP for Upgradation, Operation and Maintenance of Camping Sites at

Surajkund (Faridabad) and Dundahera (Gurgaon) under PPP format

Sir,1. Being duly authorized to represent and act for and on behalf of________ (hereinafter theapplicant), and having studied and fully understood all the information provided in theRFP document (including the draft Management Contract), the undersigned herebyapply as a bidder for “Upgradation, Operation and Maintenance of Camping Sites atSurajkund (Faridabad) and Dundahera (Gurgaon) under PPP format” according tothe terms & conditions of the RFP Document made by Haryana Tourism Corporation(HTC).2. Our Technical & Financial Proposals are as per the requisite formats along with thesupporting documents, duly filled and signed on each page, are enclosed in separatesealed envelopes as specified.

3. The Proposal Security is enclosed in the Envelope–1 marked “Proposal SecurityDeposit”.

4. HTC and its authorized representatives are hereby authorized to conduct any inquiries/ investigation to verify the statements, documents and information submitted inconnection with the application and to seek clarification from the custodians of anyinformation regarding/ relating to us including our banker regarding any financial andtechnical aspects. This letter of application will also serve as authorization to anyindividual or authorized representative of any institution referred to the supporting



information, to provide such information deemed necessary as requested by yourselvesto verify statements and information provided in the application or with regard to theresources, experience and competence of the applicant.5. HTC and its authorized representatives may contact the following persons for anyfurther information:Name of the person (s): ________________Address: _____________________________Phone: ____________; Fax: ______________6. This application is made with full understanding that:(a) HTC reserves the right to reject or accept any Bid/Proposal, cancel the biddingprocess, and/or reject all Bids.(b) HTC shall not be liable for any of the above actions and shall be under noobligation to inform the applicant of the same.7. We, the undersigned declare the statements made and the information provided in theduly completed application forms enclosed, as complete, true and correct in everydetail.8. We hereby confirm that we have read, understood and accepted all the detailed termsand conditions of the final RFP Document and Project related Information as requiredfor the Proposal, including the draft Management Contract. We have also visited theProject Site/Facility for the assessment and have made our own due diligence andassessment regarding the Project.9. We agree to keep our Proposal valid for 180 (One Hundred Eighty) days from theProposal Due Date and not to suggest/make any modifications in its terms andconditions not acceptable to HTC. Should this Proposal be accepted, we hereby agree toabide by and fulfill all the terms, conditions, provisions etc of the aforesaid documents.



10. This application is made with the full understanding that the validity of Proposalsubmitted by us will be subject to verification of all information, terms and conditionssubmitted at the time of bidding and its final acceptance by HTC. We agree that, withoutprejudice to any other right or remedy, HTC shall be at liberty to forfeit the saidProposal Security absolutely.Authorised signatory Date:Name and seal of Bidder Place:



B. General Information of the Bidder

1. (a) Name :(b) Country of incorporation :(c) Address of the corporate headquarters and its branch office(s), if any, inIndia :2. Details of individual(s) who will serve as the point of contact / communication forHTC within the Company:

(a) Name :(b) Designation :(c) Company :(d) Address :(e) Telephone Number :(f) Fax Number :(g) E-Mail Address :3. In case of Joint Venture/ registered Partnership Firm/ registered Company:a. The information above (1 & 2) should be provided for all the variouspersons being constituent members of the Joint Venture/ registeredPartnership Firm/ registered Company.b. Information regarding role of each member should be provided:

Sr. No. Name of Member Proportion of Equity to beheld in the Joint Venture/registered PartnershipFirm/ registered CompanyRole*



123

* In case of JV, Specify whether Lead Member / Ordinary Member fulfilling theFinancial Capability/ Ordinary MemberSigned(Name of the Authorised Signatory)For and on behalf of(Name of the Bidder)DesignationPlace:Date:To be enclosed:1. Documents certifying Bidder’s legal status/ Certificate of incorporation / registration(duly certified/notarized).2. In case of a Joint Venture, MOA (duly certified/notarized).3. Latest brochures / organization profiles, etc. (duly certified/notarized, whereverpossible).



C. Format for Financial Proposal(To be submitted and signed by the Bidder’s authorised signatory)To,

Managing DirectorHaryana Tourism Corporation (HTC)SCO 17-19, Sector 17-BChandigarhSubject: RFP for Upgradation, Operation and Maintenance of Camping Sites at

Surajkund (Faridabad) and Dundahera (Gurgaon) under PPP formatSir,

We hereby submit our Financial Proposal for the captioned Project. If the Project is awardedto us, we agree to make the following payments to Haryana Tourism Corporation (HTC) asper the terms given in the Request for Proposal (RFP) Document.1. Annual Contract Fee of Rs___________ (Rupees _______only)

(To be increased at the rate of 5%, compounded annually)

We are making this Financial Proposal after taking into consideration all the terms andconditions stated in the RFP Document (including the draft Management Contract) and aftercareful assessment of the Camping Sites at Surajkund (Faridabad) and Dundahera(Gurgaon)}, all risks and contingencies and all other conditions that may affect theFinancial Proposal.We agree to keep our offer valid for 180 days from the due date of submission of thisProposal and to increase further its validity if requested to do so by the HTC.



Authorised signatory Date:Name and seal of Bidder Place:



D. Affidavit(To be given separately by each Joint Venture member in case of a JointVenture or otherwise by the single Bidder on a Stamp Paper of Rs. 50)

I, _________, S/o _________,resident of _________, the _________(insert designation) of the_________ (insert name of the single Bidder/Joint Venture member, incase of a JointVenture), do solemnly affirm and state as follows :1. That I am the authorised signatory of _________(insert name of Company/Joint Venture)(hereinafter referred to as “Bidder / Joint Venture Member”) and I am dulyauthorized by the bidder organization / Joint Venture to swear and depose this Affidaviton behalf of the bidder organization / Joint Venture.2. That I have submitted information with respect to our eligibility for the Request ForProposal (RFP) for Upgradation, Operation and Maintenance of Camping Sites at

Surajkund (Faridabad) and Dundahera (Gurgaon) under PPP format (hereinafterreferred to as “Project”) and I further state that all the said information submitted by usis accurate, true and correct and is based on our records available with us.3. That we hereby also authorize and request any bank, authority, person or firm to furnishany information, which may be requested by Haryana Tourism Corporation (HTC) toverify our credentials / information provided by us under this tender and as may bedeemed necessary by Haryana Tourism Corporation (HTC).4. That if any point of time including the Contract Period, in case of HTC requests anyfurther/additional information regarding our Financial and/or Technical capabilities, orany other information, we shall promptly and immediately make available suchinformation accurately and correctly to the satisfaction of HTC.5. That, we fully acknowledge and understand that furnishing of any false or misleadinginformation by us, including the bid application being submitted now, shall entitle us tobe disqualified from the tendering process for the said Project. The costs and risks forsuch disqualification shall be entirely borne by us.



6. That all the terms and conditions of the Request for Proposal (RFP) Document havebeen duly complied with. DEPONENT(Name, Designation and Address)VERIFICATION :-I, the above named deponent, do verify that the contents of paragraphs 1 to 6 of thisaffidavit are true and correct to my knowledge. No part of it is false and nothing materialhas been concealed.Verified at __________, on this _________ day of _________, 2011. DEPONENT(Name, Designation and Address)



E. Format for Power of Attorney for Signing of Application

Know all men by these presents, we/ I ……………………………………. (name and address of theregistered office) do hereby constitute, appoint and authorize Mr./Ms…………………..(nameand residential address) as our 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/ Proposal for theproject envisaging Upgradation, Operation and Maintenance of Camping Sites atSurajkund (Faridabad) and Dundahera (Gurgaon) under PPP format in the country ofIndia, including signing and submission of all documents and providinginformation/responses to Haryana Tourism Corporation (HTC), representing us in allmatters before HTC, and generally dealing with HTC in all matters in connection with ourBid/ Proposal for the said Project.We hereby agree to ratify all acts, deeds and things lawfully done by our said attorneypursuant to this Power of Attorney and that all acts, deeds and things done by our aforesaidattorney shall always be deemed to have been done by us.

For………………………………………….Accepted…………………...(Signature)(Name, Title and address) of the Attorney



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



F. Intentionally Left Blank

G. Power of Attorney by Each Member of the JV in Favour of Lead Member

Dated ---------POWER OF ATTORNEYTO WHOMSOEVER IT MAY CONCERN

WHEREAS we have decided to participate in the bidding process for the “Upgradation,Operation and Maintenance of Camping Sites at Surajkund (Faridabad) andDundahera (Gurgaon) under PPP format” (the “Project”) as member of ----------[name ofthe JV] independently, we, ---------------------[name of authorising company/agency], a --------- incorporated under the laws of ------------------, the registered address of which is --------------, to lawfully represent and act on our behalf as the Lead Member of the JV to sign anyqualification statement, proposal, conduct negotiations, sign contracts, incur liabilities andreceive instructions for us and on our behalf and execute all other necessary matters inconnection with the Project. We hereby confirm that we are jointly and severally liable,together with other members of the JV, to the HTC for all of the obligations of the JV inrespect of our qualification statement, technical and financial proposal for the Project, inaccordance with the RFP document for the Project issued on ------ and as amended prior todate hereofWe hereby ratify and confirm that all acts done by our said attorney ------ (name of leadmember) shall be binding on us as if the same has been done by us personally. We herebyalso ratify and confirm that if we are selected as the Successful Bidder, we shall incorporatea Company under The Companies Act, 1956 as per the following shareholding pattern:

Party % Shareholding



IN WITNESS WHEREOF, we have hereunto set our respective hands this ---------day of --------2011 in the presence of the following witnessesWitness 1 Witness 2Signature ------------- Signature -----------Name -------------- Name ------------Address -------------- Address ------------By --------------------- [the Authorising Company]Signature --------------------- [Signature of authorised signing officer]Name --------------------- [Name of authorised signing officer]Title --------------------- [Title of authorised signing officer]

SECTION-II OF THE REQUEST FOR PROPOSAL (RFP) DOCUMENT

DRAFT MANAGEMENT CONTRACT

Upgradation, Operation, Maintenance and Management of Camping Sites at Surajkund and Dundahera under PPP format

Draft Management Contract Page 1 of 38

TABLE OF CONTENTS

1.DEFINITIONS AND INTERPRETATION ..........................................................................................41.1 Definitions..........................................................................................................................41.2 Principles of Interpretation. ............................................................................................81.3 Priority of Documents .......................................................................................................9

2.UPGRADATION PERIOD .....................................................................................................................92.1 Commencement and Duration .........................................................................................92.2 Obligations of the Owner during the Upgradation Period .............................................92.3 Obligations of the Operator during the Upgradation Period .........................................92.4 Non-fulfillment of mandatory Obligations during the Upgradation Period: ..............11

3. CONTRACT PERIOD AND CONSIDERATION TO OWNER ..................................................... 113.1 Contract Period................................................................................................................113.2 Annual Contract Fee.........................................................................................................123.3 Performance Security ..........................................................................................................133.3.2 Appropriation of Performance Security........................................................................14

4.OBLIGATIONS OF THE OWNER..................................................................................................... 154.1 General Obligations .........................................................................................................154.2 Representation and Warranties of the Owner ..............................................................17

5.OBLIGATIONS OF THE OPERATOR.............................................................................................. 185.1 General Obligations .........................................................................................................185.2 Non-fulfillment of obligations during the Contract Period ..........................................255.3 Minimum Equity requirements......................................................................................255.4 Representations and Warranties of the Operator ........................................................26

5A. OBLIGATIONS OF PARTIES......................................................................................................... 28

6.RISK AND RESPONSIBILITY ........................................................................................................... 296.1 Liability of the Parties to the Management Contract....................................................296.2 Indemnification ...............................................................................................................306.3 Risk and Liability .............................................................................................................30

7.FORCE MAJEURE ................................................................................................................................ 307.1 Force Majeure Event .......................................................................................................307.2 Notice of Force Majeure Event .......................................................................................317.3 Performance of Obligations ............................................................................................317.4 Termination Due To a Force Majeure Event .................................................................32



8. TERMINATION ............................................................................................................................. 338.1 Termination by Owner .......................................................................................................33Consequences of Termination by Owner ...................................................................................348.2 Termination by Operator................................................................................................35Consequences of Termination by Operator ...............................................................................36

9.END OF CONTRACT PERIOD (EITHER BY EFFLUX OF TIME OR ON PRE-MATURETERMINATION OF THE MANAGEMENT CONTRACT)................................................................ 36

10. ISSUANCE OF MANAGEMENT CONTRACT COMPLETION CERTIFICATE ............... 37

11.DISPUTE RESOLUTION.................................................................................................................. 3811.2 Direct discussion between Parties .................................................................................3811.4 Arbitration or Adjudication ............................................................................................3811.4 Performance during Dispute ..........................................................................................38

12.MISCELLANEOUS PROVISIONS ................................................................................................... 3912.1 Governing Law and Jurisdiction.....................................................................................3912.2 Waiver ..............................................................................................................................3912.3 Exclusion of implied warranties ....................................................................................4012.4 Severability ......................................................................................................................4012.5 Entire Contract ................................................................................................................4012.7 Notifications.....................................................................................................................4112.8 Language ..........................................................................................................................4212.12 Counterparts ......................................................................................................................47



THIS MANAGEMENT CONTRACT is entered into on the ____________day of __________, 2011 at_________________,BETWEEN

Haryana Tourism Corporation, having its office at ______________, acting through itsManaging Director (hereinafter referred to as the “Owner” or “HTC” which expression shall,unless repugnant to the context or meaning thereof, include its administrators, successors andassigns) of ONE PART;AND

____________, a ______________ incorporated under provisions of the ____________, having itsregistered office at ____________, acting through its ___________, (hereinafter referred to as the"Operator" which expression shall, unless repugnant to the context or meaning thereof,include its successors and permitted assigns and substitutes) of the OTHER PART.WHEREAS the Owner has decided to outsource the Upgradation, Operation, Maintenance andManagement of 2 (two) multi-utility sites termed as “Camping Sites” i.e. (i) Jungle FowlCamping Site at Surajkund (Faridabad) and (ii) Dhanchiri Camping Site at Dundahera(Gurgaon), through Public Private Participation (PPP) format (hereinafter referred to as the“Project”).

AND WHEREAS the Owner is in the prime ownership and possession of the aforesaid JungleFowl Camping Site at Surajkund (Faridabad) and Dhanchiri Camping Site at Dundahera(Gurgaon) comprising approximately 12.57 Acres and approximately 44.87 Acresrespectively, which shall be given on license by the Owner to the Operator (Layout Plans ofboth the Camping Sites enclosed as Schedule-I of the Management Contract).AND WHEREAS the Owner undertook a single-stage bidding process for the selection of asuitable Operator through a competitive bidding process. After issuing a Request for Proposal(RFP) document dated __________ 2011, the Owner invited Proposals from the prospectiveBidders to implement the said Project. Pursuant to the evaluation of the Proposals that werereceived from interested Bidders, the Owner accepted the Proposal submitted by the“Successful Bidder” i.e. _____________ and a Notice of Award (NoA) bearing no. _________ dated________ was issued to the said Successful Bidder.AND WHEREAS following the issuance of the Notice of Award (NOA) and the submission ofthe Performance Security of Rs. _________ (Rupees ____________) by the Operator/ SuccessfulBidder to the Owner, within 3 (three) weeks from the date of receipt of the Notice of Award tothe Successful Bidder, the Owner hereby agrees and grants to the Operator, the rights underthis Management Contract on the mutually agreed terms and conditions for the duration of



Contract Period (a) to upgrade, operate, maintain and manage the Project on commercial basis,and (b) at the end of the Contract Period (i.e. either by efflux of time or on pre-maturetermination of the Management Contract), the Camping Sites including the immovable assets(except the movable assets brought in by the Operator) shall revert back to the Owner, at nocost, in good working condition.NOW THEREFORE, in view of the mutual promises and consideration set out herein, theOwner and the Operator (each individually a “Party” hereto, and collectively the “Parties”)hereby agree to be bound by the provisions of this Management Contract:IT IS AGREED as follows:1. DEFINITIONS AND INTERPRETATION

1.1 DefinitionsIn this Management Contract, unless repugnant to the context in which these wordsand expressions appear the words and expressions defined below shall have themeanings assigned to them:-i) “Associates” means in relation to either Party and/or Joint VentureMembers, a person who controls, is controlled by, or is under the commoncontrol with such Party or Joint Venture Member. As used in this definition,the expression “control” means with respect to a person which is a company,the ownership, directly or indirectly, of more than 50% of the voting sharesof such person, and with respect to a person which is not a company, thepower to direct the management and policies of such person, whether byoperation of law or by contract or otherwise;ii) “Annual Contract Fees” shall have the meaning ascribed to it in Article 3.2;

iii) “Applicable Laws” means all laws which are applicable to the Project and/orthe Operator extending to the State of Haryana, having been enacted orbrought into force by Government of India or Government of Haryana or anycompetent local bodies including regulations and rules, policies made thereunder, and judgements, decrees, injunctions, writs and orders of any Court ofRecord, as may be in force and effect during the subsistence of thisManagement Contract;iv) “Appointed Date” means the date of signing of this Management Contract;v) “Camping Sites” means both the multi-utility sites termed as “Camping Sites”i.e. Jungle Fowl Camping Site at Surajkund (Faridabad) and the DhanchiriCamping Site at Dundahera (Gurgaon), having an area of ~ 12.57 Acres and ~



44.87 Acres respectively and including all the amenities and facilities formingpart of both the Camping Sites. The Layout plans, existing and proposedfacilities present within the Camping Sites have been attached as Schedule-I & II of the Management Contract;

vi) “Clearance” means, as on and after the date of execution of thisManagement Contract, any consents, licences, approvals, permits,exemptions, registrations, filings or other authorisations of whatever nature,which is necessary for effective and lawful up-gradation, operation,maintenance and management of the Project and/or any part thereof;vii) “Competent Authority” means any agency, authority, department, ministry,public or statutory Person of the Government of India or GoH, or any localauthority, or any other sub-division thereof with authority over aspects ofup-gradation, operation, maintenance and management of the Projectand/or any part thereof having jurisdiction over all or any part of the CampingSites or the performance of all or any of the services or obligations of theOperator under or pursuant to this Management Contract;viii) “Commercial Operations” or “Commercial Purposes” means thecommercial use of the Camping Sites against payment of User Charges;ix) “Contract Period” shall have the meaning ascribed to it in Article 3.1.x) “Cost” means all expenditure properly incurred (or to be incurred) by theOperator, whether on or off the Camping Sites, including overheads andsimilar charges, excluding the profit;xi) “Day” means calendar day, “Month” means 30 (thirty) days and “Year”means 365 (Three Hundred and Sixty Five) days;xv) “Directive” means any present or future requirement, instruction, direction,order, rule or regulation issued by any Competent Authority which is legallybinding or which is notified by the Owner to the Operator and anymodification, extension or replacement thereof from time to time in force;xvi) “Easementary Rights” means all easements, reservations, right of way, utilitiesand other similar purposes, or zoning or other restrictions as to the use of thereal property, which are necessary or appropriate for the conduct of activities



of the Operator related to the Project or which customarily exist on propertieswhich are similarly situated and are engaged in similar activities;xx) “Financial Year” means the year commencing from 1st April of any calendaryear to the 31st March of the next calendar year except in the first and the lastcalendar year of the subsistence of this Management Contract. In the first yearof subsistence of this Contract, it means the period from the Appointed Date tothe 31st March of next calendar year. In the last year of subsistence of thisManagement Contract, it means the period from 1st April to the last date of theContract Period, on which the Camping Sites along-with the immovable assetsrevert back to the Owner.;xxi) “Force Majeure” or “Force Majeure Event” shall mean an act, event, conditionor occurrence specified in the Article 7;xxii) “Good Industry/ Business Practice” means those practices, methods,techniques, standards, skill, diligence and prudence which are generally andreasonably expected and accepted from a reasonably skilled, prudent andexperienced operator engaged in operations and maintenance of projects akinto the Project and in accordance to this Management Contract;xxiii) “GoH” means the Government of the State of Haryana, its respectiveDepartments or any other authorities, agencies and instrumentalitiesfunctioning under the direction or control of the Government of Haryana andits administrators, successors and assigns;xxiv) “Haryana Tourism Corporation” means the Managing Director of the HaryanaTourism Corporation or any other authority/person authorised eitherspecifically or generally by the Managing Director;xxv) “Management Contract” means and includes this signed Management Contract(including the Schedules of the Management Contract, the “Notice of Award”issued by the Owner, the written clarification(s), addendums, amendments, etc.to the RFP Document issued subsequently to the Bidders, Instructions toBidders (ITB) and all other documents/papers attached as annexure/appendix). Also, the Management Contract shall include all the mandatoryinstructions/ directions issued by the Owner to Operator, during thesubsistence of the Management Contract;xxvi) “Material Adverse Effect” means consequences of events outside the controlof the Affected Party, either agreed upon mutually between both the parties



or, as the case may be, to be determined as such, on a reference received byeither of the two parties, by the Administrative Secretary of the Governmentof Haryana in the Department of Tourism, which (a) renders any right vestedin a Party by the terms of this Management Contract ineffective, or (b)significantly impairs or frustrates the ability of any Party to observe andperform in a timely manner its obligations under this Contract, or (c)frustrates a material provisions of this Management Contract;xxvii) “Operator’s Representative” means the Person appointed by the Operatorunder Article 12.7;

xxviii) “Party” means any of the parties to this Management Contract;xxix) “Performance Security” shall have the meaning as set out in Article 3.3;xxx) “Person” means any natural person, firm, corporation, company, voluntaryassociation, partnership, joint venture, trust, Competent Authority or otherentity, having legal capacity to sue and be sued in its name;xxxi) “Project” means (i) the landscaping and beautification of the Camping Sites; (ii)upgradation of the “Minimum Facilities” (as detailed out in Article 2.3) and allother permissible activities, lawfully permitted to be established by theOperator within the Camping Sites; (iii), operation, maintenance andmanagement of the Camping Sites (comprising the “Minimum Facilities” andother permissible activities)(iv) levy, collection, retention and appropriation ofUser Charges; (v) insurance of the Camping Sites and (vi) pursuant to thesuccessful completion of the Contract Period or on pre-mature termination ofthis Management Contract, reverting back of the Camping Sites (along-withthe immovable assets), to the Owner, in good working condition;xxxii) “Project Premises” means and include (i) the land forming the Camping Sites;(ii) all the facilities created by the owner at the Camping Sites; (iii) all thenatural wealth such as trees, water bodies, etc. available at the Camping Sites;xxxiii) “Project Commencement Date” means the immediate next date falling afterthe completion of 1 (one) year from the Appointed Date, where from the countof the Contract Period shall start;xxxiv) “Schedules” mean the Schedules to this Management Contract;



xxxv) “Tax” means any tax, duty, levy of whatsoever charges, etc. imposed or leviedunder Applicable Laws;xxxvi) “Termination Notice” means the communication issued in accordance withthis Management Contract by a Party to the other Party terminating thisManagement Contract;xxxvii) “Third Party” means any Person, real or judicial, or entity other than theParties to this Management Contract;xxxviii) “Up-gradation Period” shall have the meaning ascribed to in Article 2 of theManagement Contract;xxxix) “Users” means the Persons/ individuals/ tourists/ visitors using the CampingSites and the facilities provided;xl) “User Charges” means the rates/ charges as determined, levied, demanded andcollected by the Operator from the Users.

1.2 Principles of Interpretation.

a. Article numbers, headings and marginal headings in the conditions of thisManagement Contract are solely for the purpose of reference and shall not impactthe interpretation of this Management Contract;b. Words importing Person or Parties shall include firms and corporations and anyorganisation having legal capacity to sue and be sued in its name;c. Words importing the singular shall include the plural and vice-versa where theManagement Contract requires; andd. Words importing one gender include other genders.



1.3 Priority of Documents

The documents forming this Management Contract are to be taken as mutuallyexplanatory of one another. If there is an ambiguity or discrepancy in the documents,the Owner shall issue any necessary clarification or instruction to the Operator, and thepriority of the documents shall be as follows:i) This signed Management Contract (including its Schedules), along with anyAddendums issued to the RFP document dated ______;ii) Instructions to Bidders (ITB) (Section I of the RFP document dated _________),enclosed/ attached with this signed Management Contract;iii) All other documents enclosed/ attached with this signed ManagementContract; andiv) Clarification(s) or instruction(s) issued by the Owner to the Operator, at anytime during the subsistence of this Management Contract.

2. UPGRADATION PERIOD

2.1 Commencement and Duration

The Upgradation Period shall be for a period of 1 (One) year from the AppointedDate, wherein the Owner and Operator shall be required to comply with the obligationslaid down in Article 2.2 and 2.3.

2.2 Obligations of the Owner during the Upgradation PeriodThe Owner shall hand over to the Operator the possession of the Camping Sites, as alicensee, with leave and license rights in respect of the Camping Sites (the exact areadetails have been laid down in Schedule – I of the Management Contract), for theperiod co-terminus to the Contract Period along with all Easementary Rights freefrom Encumbrances.2.3 Obligations of the Operator during the Upgradation PeriodThe Operator shall have to:a. Take all necessary/ mandatory clearances, permits, permissions, etc. which arerequired for commencing the up-gradation, operation and execution of theProject, so that all such conditions have been satisfied in full, and all suchClearances, Permits, licenses, etc. are in full force and effect;



b. Seek Environment & Forest clearances from the concerned authorities, whereverrequired, at an appropriate time in implementation/operating the Project and shallnot cause any trees to be fell within the Project Premises without obtainingrequisite prior permission from the competent authority and/or the HTC.c. Landscaping and beautification of the Camping Sites;d. Upgrade the Camping Sites (as per the standards prescribed by the Owner) bymandatorily providing at least the following facilities (hereinafter referred asthe “Minimum Facilities”) and maintain them in good working condition andoperate them directly without involving any third party during the ContractPeriod:

(1) A minimum accommodation /lodging, in the form of Cottages/Tentsor any other temporary structure, of 40 (forty) units in the DhanchiriCamping Site at Dundahera and 20 (twenty) units in Jungle FowlCamping Site at Surajkund, Faridabad.The above stated number of Cottages/ Tents shall be in addition to theCottages/Tents or any other permanent/temporary structure to beprovided by the Owner at the Camping Sites at present or in future.

(2) Eating facilities for atleast 100 (one hundred) and 50 (fifty) people,by running at least a Restaurant or Food Court, for DhanchiriCamping Site at Dundahera and Jungle Fowl Camping Site atSurajkund, Faridabad respectively.(3) Facilities of holding conferences, exhibitions, events, parties andfunctions for the benefits of Users.(4) Facilities of adventure/recreational sports for the benefits of Users.(5) Facilities for arranging musical and cultural events from time to timefor the benefit of the Users. .(6) Adequate parking space for the Users.

During the Upgradation Period and at any time during the Contract Period,the Operator shall have no right to make any changes in the existing civil



structure. However, if deemed necessary, the Operator may alter/changecivil structure only with prior written approval/ consent of the Owner.e. Make the Camping Sites operational, in all respect as per the provisions of theManagement Contract. Also, at any time after the Appointed Date and as andwhen any particular facility, whether included in the “Minimum Facilities” to beprovided or not, is complete to be commissioned, the Operator shall be atliberty to start its commercial operations and generate revenue during the Up-gradation Period and extending upto the subsistence of the ManagementContract. The Operator shall be required to operate the ‘Minimum Facilities’during the subsistence of the Management Contract continuously, with theexception of the period required for compulsory/periodic maintenance/repair.f. Provide an undertaking that all of the Representations and Warranties of theOperator set forth in Article 5.4 are true and correct as on the date of thisManagement Contract and thereafter.

2.4 Non-fulfillment of mandatory Obligations during the Upgradation Period:

a. In the event that mandatory Obligations and upgradation of the “MinimumFacilities”, as laid down in Article 2.3, is not completed/ complied with in termsof the Management Contract, for any reason other than Force Majeure orreasons attributable to the Owner, the Operator shall pay to the Ownerdamages to the extent of Rs. 50,000/- (Rupees Fifty Thousands) per day forevery day of delay or part thereof until the obligations of the Operator duringthe Upgradation Period is completed/ complied with. .b. In the event that the obligations are not completely met within 30 (thirty) daysfrom the date of completion of Up-gradation Period , the Owner shall beentitled to terminate the Management Contract as Operator’s Event of Defaultresulting into forfeiture of the Performance Security and reverting back of thepossession of Camping Sites, at no cost, to the Owner. Provided that instead ofterminating this Management Contract, the Owner may at its sole option extendthe time for achieving Upgradation Completion on such terms and conditions asit deems fit in its sole discretion.

3. CONTRACT PERIOD AND CONSIDERATION TO OWNER

3.1 Contract Period



3.1.1 The ‘Contract Period’ for “the Project” shall commence from the ProjectCommencement Date to: (i) a maximum period of 10 (ten) years, if not terminatedpre-maturely, and (ii) in case it has been terminated prematurely, the date of saidpre-mature termination, wherein the Operator shall be authorized to upgrade/implement, operate, maintain and manage the Project byundertaking/introducing/expanding from time to time all or any activitiespermissible in terms of this Management Contract.After the expiry of the said Contract Period and on reverting back of the CampingSites, the Owner shall have the discretionary right to retain or re-plan the statedarea. However, if the Owner decides to again offer the Project on Public-Private-Partnership (PPP) basis within a period of 6 (six) months from the date of successfulcompletion of the Contract Period, and not when the Management Contract wasterminated pre-maturely, the Operator shall be given “First Right of Refusal” i.e theOperator would be allowed to match the Financial Proposal of the preferred bidderat that stage, if the, Operator’s bid is found to be within 10% of the highest quotedbid. In the event the Operator opts to exercise the “First Right of Refusal” andmatches or improves upon the bid of the highest bidder whose bid has beenmatched or improved upon, such highest bidder shall have no right for beingdeclared as the successful bidder. However, the terms and conditions of the biddingprocess as well as those of the bidding documents shall be determined afresh by theOwner at its sole discretion, and the Operator, while matching/ improving upon thebid of the preferred bidder, shall have to abide by those conditions afresh.3.1.2 At the end of the Contract Period or upon prior/sooner termination of thisManagement Contract for any reason whatsoever, all rights given under thisManagement Contract shall cease to have effect and the Project Premises along-with the immovable assets permanently attached to the Project Premises shallrevert back to the Owner, in good working condition, without any obligation on theOwner to pay or adjust any consideration or other payment to the Operator.3.1.3 The Operator or, as the case may be, his nominee or client shall cease to conduct alloperations, including the operation of activities that has been sub-let or sub-licensed, on the expiry, including expiry on account of premature termination, ofthe Contract Period. In the event the Operator or, as the case may be, his nominee orclient fails to voluntarily cease to conduct operations, including the operation ofactivities sub-let or sub-licensed on the said expiry, it shall be lawful for the Owner tointervene and cause them to be ceased to be conducted in any manner as deemed fit bythe Owner.3.2 Annual Contract Fee

3.2.1 Payment of Annual Contract Feea In consideration of the rights, privileges and interests granted by the Owner to theOperator in terms of this Management Contract, the Operator shall pay to theOwner an Annual Contract Fee, in advance for every year, throughout theContract Period.



b The first Annual Contract Fee shall be due and payable, by the Operator, on orbefore 7 (seven) days prior to the Project Commencement Date. All the AnnualContract Fee, for every subsequent year, shall be paid by the Operator in advanceany time on or before 7 (seven) days prior to the same date and month and shall benon-refundable.For Illustration, if the Project Commencement Date is 15th April 2012, then theOperator shall have to deposit the first Annual Contract Fee in advance pertaining tothe operation year 15th April 2012-14th April 2013 on or before 8th of April 2012 andevery subsequent Annual Contract Fee on or before 8th of April of the correspondingcalendar year during the entire Contract Period.

c The Annual Contract Fee shall be payable by the Operator to the Owner in advanceat the Owner’s or its nominee’s bank account at a scheduled bank (to be intimatedlater on) having a branch at Chandigarh.d The Annual Contract Fee shall be increased at the rate of 5% (Five percent),compounded annually. For illustration if the accepted bid happens to be Rs.100/-, then the respective Annual Contract Fee payable for the 1st, 2nd, 3rd, 4th,and subsequent year shall be worked out as Rs. 100/-, Rs. 100/-X (1.05), Rs.100/-X(1.05)2,Rs. 100/-X(1.05)3, Rs. 100/-X(1.05)4 and so on.

3.2.2 Delay/Default in Payment of Annual Contract Fee and Consequences thereof

(a) In the event of delay up to four weeks, from the last date of payment of AnnualContract Fee, in payment by the Operator, the Operator shall be required topay an interest at the rate of 15% (fifteen percent) per annum.(b) In the case of delay beyond the said four weeks, it shall become an OperatorEvent of Default leading automatically to premature termination of theManagement Contract without any further notice and the PerformanceSecurity in such an event shall automatically forfeit to the HTC.

3.3 Performance Security

3.3.1 (a) The Operator, for the due, faithful and punctual performance of the Operator’sobligations originating out of this Management Contract during the Contract



Period, has delivered to Owner within 30 days from the date of receipt of Noticeof Award, a demand draft/ pay order from scheduled bank and payable atChandigarh making the composite sum equivalent to Rs 10 Crore (Rupees TenCrore) only (the “Performance Security”).(b) The principal amount of Rs 10 Crore (Rupees Ten Crore) constituting thePerformance Security shall be kept, by the Owner, as a separate fixed depositand this amount shall, unless provided for to be appropriated otherwise underthis Management Contract, at no time, be used/ appropriated/ withdrawn/utilized by HTC for any purposes. Only the interest accrued on this amount outof the said Fixed Deposit shall be used/ withdrawn by the Owner. Pursuant tothe successful completion of the Project/ Contract Period, the PerformanceSecurity of Rs 10 Crore or, as the case may be, any part thereof that the HTC isobliged to return in terms of this Management Contract, shall be refunded backto the Operator, without any interest upon it, as soon as possible but within 180(one hundred and eighty) days.

3.3.2 Appropriation of Performance Security

(a) In the event the Operator defaults in the due, faithful and punctualperformance of its obligations under this Management Contract during theContract Period and, whenever required, notified about the said default by theHTC along with quantification of penalty/damage by the HTC and fails toremedy such default within the Cure Period of 30 (thirty) days or defaults inpayment of any dues to Owner outstanding under this Management Contractor has conducted an Operator Event of Default, the Owner shall, withoutprejudice to its other rights and remedies hereunder or in law, be entitled toen-cash and appropriate an amount representing twice the relevant ordelinquent amounts from the Performance Security as damages for suchdefault or ‘realization and penalty’ for unsatisfied dues.(b) Upon such encashment and appropriation of the Performance Security by theOwner, the Owner shall, by notice, grant 30 (thirty) days period to theOperator to replenish, in case of partial appropriation, to the original level ofPerformance Security and in case of appropriation of entire PerformanceSecurity, to provide a fresh Performance Security and the Operator shall,within the time so granted replenish or furnish to the Owner a freshPerformance Security as aforesaid, failing which the Owner shall be entitled toterminate this Management Contract under Article 8. The provisions of thisArticle 3.3 shall apply mutatis mutandis to such fresh/replenishedPerformance Security as well.



3.3.3 Release of Performance Security

a. Subject to the provisions of this Management Contract and unless thePerformance Security or a part thereof has been forfeited by HTC in terms ofany provision of this Management Contract or has been ordered to forfeit toitself by or on behalf of the HTC, the Owner shall return the PerformanceSecurity to the Operator as soon as after the issuance of the ManagementContract Completion Certificate but within 90 (ninety) days from the issuance ofthe Management Contract Completion Certificate without any interestthereupon. However, if the Operator chose not to apply for the issuance of theManagement Contract Completion Certificate even after successful completionof the Contract Period, balance of Performance Security, after satisfying anyclaim of the Owner, furnished by the Operator shall be released as soon aspossible but within 180 (one hundred and eighty) days from the successfulcompletion of the Contract Period unless whole or any part thereof has eitherbeen forfeited to the HTC.4. OBLIGATIONS OF THE OWNER

4.1 General Obligations

In addition to the obligations imposed explicitly or implicitly in terms of thisManagement Contract, it shall also be the Owner's obligation to ensure that thefollowing are made available or executed by the Owner:(a) The Owner is vested with the rights to be the overseer and be the owner ofthe Project Premises;(b) The Owner has the right to realise from the Operator, the Annual ContractFee as per its Financial Proposal, dated _______ and Article 3.2 of thisManagement Contract;(c) The Owner has the right to take over the Project if the Operator defaults infulfilling any of its obligations, rights and responsibilities detailed under thisManagement Contract or, there exists, in the opinion of the Owner, sufficientreasons to take over the Project, provided that when it is proposed to takeover the Project on the ground that ‘there exists, in the opinion of the Owner,sufficient reasons to take over the Project’, the Operator shall be afforded anotice outlining clearly such reasons and basis for them and shall beafforded a reasonable opportunity of being heard before the Project is sotaken over;



(d) The Owner shall recognize and undertake not to, in any manner, violate orcause breach of the terms of this Management Contract;(e) The Owner shall not exempt or otherwise exercise its rights, powers andauthority so as to cause the Operator to exempt any specified class or classesof persons/ individuals from payment of User Charges, etc., except asmentioned in the Management Contract;(f) Existing arrangements of water supply and power supply at the Camping Sitesshall be continued and handed over to the Operator, till subsistence of theManagement Contract. However, the Operator shall ensure timely payment ofelectricity, water and other bills. From the Appointed Date till the subsistenceof this Management Contract, the Operator shall be held liable for the paymentof electricity, water and such other bills relating to the Camping Sites and in theevent of any default in this regard by the Operator, the same shall be construedby the Owner as an Operator’s Event of Default;(g) All litigation involving the Camping Sites prior to the Appointed Date andwherein the actions have been filed against the Owner shall be conductedsolely by the Owner and the Operator shall be, in no way, held responsible orliable as a reason thereof. The Owner shall indemnify Operator and shall hold itfree of any claim or consequent cost that may arise as a result of any suchlitigation;(h) Any liability, arising out of providing the Camping Sites free of Encumbrances,unless expressly provided for in this Management Contract, shall be bornesolely by the Owner. The Owner shall indemnify the Operator and shall hold itharmless from any claim or consequential cost that may arise as a result of anysuch terminations;(i) The Owner shall bear and be responsible for all costs, expense or chargesincurred in making available the Camping Sites in accordance with Article2.2;(j) The Owner/its authorized representatives shall have the right to prescribeadditional standards as and when required and decided upon;(k) Upon request from the Operator, the Owner shall provide reasonableassistance and facilitation in procuring Clearances/ Approvals which arenecessary at the appropriate stages of the Project and which are in itsauthority to grant or cause to be granted subject to the Operator complyingwith the eligibility criteria for the grant of such Clearances. However,notwithstanding the contents of this or any other provision of thisManagement Contract, the end responsibility for obtaining all suchapprovals / clearances whether from any Department or any otherauthorised agency/ wing of Government/ local authorities, Government ofIndia or any other statutory body shall be that of the Operator;



(l) The Owner would ensure that from the Appointed Date and till the completionof the Contract Period, the Operator has access to the Camping Sites for thepurpose of carrying out the Operator's obligations under this ManagementContract.4.2 Representation and Warranties of the Owner

The Owner represents and warrants to the Operator that:(i) The Owner has full power and authority to execute, deliver and perform itsobligations under this Management Contract and to carry out thetransactions contemplated hereby;(ii) The Owner has taken all necessary actions to authorise the execution,delivery and performance of this Management Contract;(iii) This Management Contract constitutes a legal, valid and binding obligationenforceable against the Owner in accordance with the terms hereof;(iv) Permit the Operator to have complete, lawful and uninterrupted possessionof the Facilities/ Camping Sites by way of license during the subsistence ofthe validity of the Contract Period in accordance with this ManagementContract. Nothing stated here, however, shall be construed as passing overthe ownership right to the Operator or permitting the Operator to create anythird party interest, either temporary or permanent, either in ownership orpossession rights within the Project Premises and Owner shall continue tobe the lawful owner of the properties constituting Project Premises duringthe entire Contract Period also.



5. OBLIGATIONS OF THE OPERATOR

5.1 General Obligations

In addition to the obligations imposed explicitly or implicitly in terms of thisManagement Contract and general conduct expected under good business practicesapplicable on operating and maintaining the facilities like the ‘Project’ and while doingso, protect and keep the facilities and premises owned and provided by the Owner ingood condition and free from unauthorised intrusion/encroachments, the Operatorshall observe, undertake, comply with and perform, in addition to and not inderogation of its obligations elsewhere set out in this Management Contract, thefollowing:i) Obtain any and all permits, necessary approvals, clearances and sanctions fromthe Competent Authority/ies, for necessary facilities including but not limitedto facilities such as power, water supply, drainage & sewerage, fire fighting,telecommunications, etc, as and when required by the Operator and itsemployees to discharge their obligations under this Management Contract;ii) Comply and observe at all times with all Applicable Permits, approvals,clearances and Applicable Laws in the performance of its obligations under thisManagement Contract and before undertaking/ running/ operating any facilitywithin the Camping Sites;iii) Shall seek Environment & Forest clearances from the concerned authorities,wherever required, at an appropriate time in implementation/operating theProject and shall not cause any trees to be fell within the Project Premiseswithout obtaining requisite prior permission from the competent authorityand/or the HTC.iv) Make timely payments of the Annual Contract Fee as applicable to the Ownerin accordance with the terms of this Management Contract;v) Provide for adequate clean drinking water and clean toilets for use of theUsers;vi) Ensure that the “Minimum Facilities” as detailed out in Article 2.3(b) shall bekept operational at all times during the Contract Period, with the exceptionof the period required for compulsory/ periodic maintenance/ repairundertaken within the timeframe approved by the Owner;vii) Subject to the conditions of the Management Contract enabling so to do and



after obtaining requisite clearance/permissions from the CompetentAuthorities, the Operator shall have the option to undertake/conductfollowing activities (herein after referred as the “Optional Facilities”) at itsown cost, either continuously or intermittently from the Appointed Date andextending up to the Contract Period.:(a) Provide additional accommodation (in the form ofTents/Cottages or any other temporary structure), as perthe availability of space within the Camping Sites. TheOperator shall also have the right to vary the quality offacilities in the accommodation provided and can havedifferent tariffs/ User Charges based on the facilitiesprovided.(b) Create as many outdoor or indoor eating/drinking areaslike Restaurant, Bar, Fast Food Joint(s) or Food Court(s),including for providing multi-cuisine eating facilities forany User, as per the availability of space within theCamping Sites.(c) Provide all facilities including space, catering, parking,temporary sheds/tents and other facilities that may berequired for hosting of conferences, exhibition, parties,functions, musical and cultural programmes and otherevents for any User.(d) Provide facilities for swings and rides, children’s play area,off-roading tracks, go-carting, hot air ballooning or anyother adventure sports/ recreational sports for the benefitof any User.(e) Provide any additional facilities like internet kiosks, touristfacilitation centres, PCO (ISD/STD), booths, gymnasium,health & wellness facilities, spa, shopping facilities for allkind of gifts and novelties.However, before undertaking/ conducting the above stated“Optional Facilities”, the Operator shall be required to notify theOwner, one month in advance from the date of actual execution onthe ground, about the type of facility being proposed and the exactlocation, on the layout plan, of the proposed facility. Here, no priorapproval on part of HTC shall be required to be taken by theOperator but in case the HTC objects to any of the Optional Facilitiesor warrants the proposed facility to be relocated then the Operatorshall be under an obligation to rectify/ comply with the concerns/objections/ suggestion, within a period of one month from thereceipt of the said notification.



Also, the Operator shall at no time during the Contract Period beallowed to provide office space, storage facility etc within theCamping Sites.viii) Subject to the conditions so to do as per this Management Contract, theOperator shall have the right to provide any service/facility that is ancillary tothe permissible facilities (detailed out as “Minimum Facilities” and “OptionalFacilities”) mentioned in this Management Contract.ix) For smooth and efficient running of the Camping Sites, the Operator shallhave the option to create additional support facilities or, after seeking approvalof HTC so to do, enhance the capacity of the support facilities provided by theHTC such as the internal and external sewage conveying and disposal system,electricity loads and connections including the internal street light facilities,power generator, water connections and its conveyance including storage,toilet facilities, road and streets for movements within the premises, etc;provided that these improvements shall, wherever found necessary by theOperator, be undertaken by the Operator at its own cost and after obtainingnecessary statutory clearances from the Competent Authority and paying thenecessary charges for them at its own. However, the Operator shall be requiredto notify the Owner about the proposed enhancements/improvements and incase, the Owner objects to any of them or warrants the proposedimprovements to be relocated, the objections shall be complied with whileexecuting the same.x) Ensure that the “Minimum Facilities” once commissioned, must remainoperational continuously throughout the entire Contract Period, save theduration for occasional and temporary closure, with the prior consent of theHTC, for necessary maintenance/ up keeping/ up-gradation/ renovationrequiring essential temporary closure. However, for other permissible OptionalFacilities permitted to be operated, the Operator shall have the right tocommission, close, reintroduce or operate at its sole discretion, during theentire Contract Period.xi) Ensure that no permanent structure is erected or raised anywhere withinthe Camping Sites. For undertaking the permissible activities, the Operatorshall only have the right to raise/ erect such temporary structures. Here, the

term “Temporary Structure” for the purposes detailed out in this ManagementContract, would mean any structure/ enclosure/ room/ space/ arena made out ofwood, bamboo, plastic, brick, mortar, cement, PVC, steel, aluminium, cloth, canvasor any other construction material but not having a RCC or Cement roof.xii) Ensure the following:



(a) Ensure that all the furniture, fixtures, equipments, etc, to be made partof the Camping Sites shall be of good and befitting standards;(b) Ensure that the entire Camping Sites shall be maintained in a propermanner and after every year, if any furniture/fixture is found indepleted condition then the same shall be replaced by the Operator athis own cost. Owner at any time, even before completion of a year, mayinstruct the Operator to replace / repair the furniture/fixtures or anyother moveable or immoveable assets;xiii) Bear the cost/ expenditure to be incurred on the commercial operation of theCamping Sites during the entire Contract Period;xiv) Have the right to locate electronic hoardings and advertisement boards, as perthe Applicable Laws, within the Camping Sites and generate revenue from it;xv) Pay at its own cost all applicable existing and future taxes/charges/feesincluding house tax, service tax, TCS, TDS, stamp duty, registration charges,import licence, toll, customs duties, import duties, business taxes, etc and anyother related legal documentation charges, if any, in respect of the said Project.Nothing in this Management Contract shall relieve the Operator from itsresponsibility to pay any tax, duty, cess, charge, etc. that may be levied in India/ Haryana and on profits made by it in respect of this Management Contract.The Operator's staff, Person and labour will be liable to pay personalincome taxes in India in respect of their salaries and wages as chargeableunder the laws and regulations for the time being in force, and the Operatorshall make such deductions in respect of such taxes as required by law.xvi) Prepare and evolve, not later than 30 (thirty) days prior to the completion ofUpgradation Period, a draft Operation and Maintenance Manual (“O&M

Manual”) providing the detailed plan for regular and preventive operation andmaintenance of the Project. The Operator shall, at its cost, provide within 10(ten) days of its finalisation, the draft of the O&M Manual to the Owner for itsreview. The O&M Manual will become final only after it has received the finalapproval of the Owner. Within a period of 30 (thirty) days from the date ofreceipt of the O&M Manual, the Owner shall revert to the Operator with itscomments and suggestions (if any) on the O&M Manual, which shall beincluded in the O&M Manual and thereafter implemented by the Operator.xvii) Ensure that the operation, maintenance and management of the ProjectPremises provided therein are both in conformity with the relevant normsof good business practice and O&M Manual, prepared in accordance to thisManagement Contract;



xviii) Carry out its duties in regard to the operation, maintenance andmanagement of the Project in accordance with the provisions of theManagement Contract and the Schedules thereof. The duties shall includeany duty which is necessary to satisfy the O&M Manual or is implied by thisManagement Contract, or arises from any obligation of the Operator, and allduties not mentioned in this Management Contract, but which may beinferred to be necessary for the safe, reliable and efficient operation of theProject / Camping Sites/ Project Premises and good commercial practiceswhile protecting the rights and privileges of the Owner;xix) Be responsible for all liabilities arising out of operation, maintenance &management of the Project;xx) Not permit any person to create or place any encumbrances or securityinterest over all or any part of Camping Sites/ Project Premises or on anyrights of the Operator therein or under this Management Contract, save andexcept as expressly permitted in this Management Contract;xxi) Be solely and primarily responsible to Owner for observance of all theprovisions of this Management Contract on behalf of its employees,representatives, sub-licensee(s) and sub-letter(s);xxii) Be liable for and shall indemnify, protect, defend and hold harmless Owner,Owner’s officers, employees, etc. from and against any and all demands, claims,suits and causes of action and any and all liability, costs, expenses, settlementsand judgements arising out of the failure of the Operator to discharge itsobligations under this Management Contract and to comply with theprovisions of Applicable laws and Applicable permits;xxiii) Shall not permit any unlawful or not-permissible activities to be conductedfrom or upon the premises of ‘Project’.xxiv) Be responsible, at its own cost, for complete upkeep and maintenance of theCamping Sites and all its components, including buildings and allied facilitiesprovided/commissioned by the Owner, as per the O&M Manual, provisions ofthe Management Contract, norms of ordinary prudence and good industrypracticexxv) Be entitled to levy, demand, collect and retain and appropriate the UserCharges;



xxvi) At its cost, carry out such periodic inspections, as well as assist Owner (i.e.the person as authorised by the Managing Director-HTC) to carry out anyreasonable, random or periodic inspections;xxvii) Carry out all checks, repairs and conduct maintenance works with adequateadvance notice in such a planned manner that there shall be minimaldisruption of the operations of the Project Premises.xxviii) Exercise such other rights, in consultation with the Owner as being necessaryor desirable for the purposes incidental and necessary for upgrading,managing, running and maintaining the Project.xxix) At all reasonable times and on reasonable notice, afford access to theCamping Sites to the representatives of or Persons duly authorised by theCompetent Authority/ Owner concerned with safety, security orenvironmental protection to inspect the Camping Sites thereon and toinvestigate any other matter within its authority and the Operator shallfurther afford such Persons reasonable access to the Camping Sitesnecessary to carry out their respective duties and functions.xxx) Take all reasonable steps to protect the environment (both on and off theCamping Sites) and to limit damage and nuisance to people and property.xxxi) Be responsible for the removal from the Camping Sites, in accordance withapplicable Indian laws and directives, any materials generated or released bythe Operator during the Contract Period, which are toxic or similarlyhazardous to the health or safety of persons.xxxii) Take all necessary precautions to keep persons and equipment within theCamping Sites and to keep and prohibit them from unauthorised occupation,encroaching, damaging or degrading Camping Sites.xxxiii) Shall promptly respond to the queries or suggestions/directions made by or onbehalf of the Owner.



xxxiv) Employ and provide at its expense such qualified, trained andexperienced personnel as is required to manage the Facilities/ CampingSites. The Operator shall be further responsible for obtaining all necessaryClearances from the Competent Authority/ies and compliance with all localand other applicable laws and regulations pertaining to the employment oflabour.xxxv) In the event of an accident the Operator shall, by most expeditiousmeans, inform the concerned Civil and Police Authorities, and also the Owner.The Operator's responsibilities with regard to the Project shall in no way bediminished by informing the above officials and it shall take expeditious actionfor the medical and legal aspects notwithstanding any delay on the part ofthese officials to give any instructions. The Operator shall preserve theCamping Sites of such accident intact, until completion of all legal formalities.The Operator shall then arrange for the expeditious removal of the wreckageor debris, and for cleaning the Camping Sites. If any portion of the CampingSites suffers any damage, the Operator shall, with the consent of Owner,arrange for the repair and rectification thereof. The Operator shall, in the eventof any accident, incur any expenditure or take any other action as necessary (inaccordance with Good Industry Practices). Any communication to the newsmedia made by the Operator shall provide only enough information to satisfypublic concern, and the Operator shall make no admissions nor accept anyliability in such communications. The Operator shall indemnify, defend andhold harmless the Owner, during the term of this Management Contract,from and against all liabilities, damages, actions, proceedings, and claims ofany nature whatsoever, as suffered by the Operator due to such accidents.xxxvi) Ensure that no expenditure is incurred by the Operator on behalf ofthe Owner, or to enter into any commitment as agent of the Owner, unlessspecifically and explicitly authorised by Owner under the terms of thisManagement Contract. The Operator shall not amend, terminate, modify orsupplement any contract on behalf of or in the name of the Owner.xxxvii) Not later than 7 (seven) days from the start of Contract Period, theOperator shall obtain and maintain, at its own expense, insurance policies asmay be required to be maintained under Applicable Laws and suchinsurances that are necessary or desirable in accordance with Good IndustryPractices to cover the Contract Period. The insurance obtained inaccordance with this Article by the Operator, shall be maintained withinsurer. Within 30 (thirty) days of obtaining the insurance cover, theOperator shall furnish to the Owner, certified copies of certificate ofinsurance and certified copies of the premia payment receipts in respect ofsuch insurance. Operator shall, from time to time, furnish the evidence to theOwner that all premium(s) have been paid and that the relevant policies



remain in existence. Such insurance may not be cancelled or materiallychanged without 30 (thirty) days’ prior written notice to the Owner.5.2 Non-fulfillment of obligations during the Contract Period

The Operator shall be liable, in the event of failure to perform the obligations laiddown in the Management Contract or Schedules or comply with the O&M Manual,during the Contract Period, within the notice period of 5(five) days or as decidedby Owner, to a penalty, for each default, which shall be Rs. 10,000/- (Rupees TenThousands) for each day of delay, subject to a maximum of 60 (sixty) days. In theevent when the maximum damages, for each default, as above has become payableand the Operator has still not been able to cure the default then the same may beconsidered as Operator’s Event of Default and result in forfeiture of PerformanceSecurity and premature termination of this Management Contract at the discretionof Owner.5.3 Minimum Equity requirements

(a) The aggregate shareholding of the Joint Venture (JV) Members {in case ofJoint Venture (JV)} or Associate/s (in case of single Bidder) in the issued andpaid up equity share capital of the Operator (here the term “Operator”connotes only the special purpose company as formed by the Joint Venture (JV)Members or the Single Bidder) shall not be diluted below a level of 67% (sixtyseven percent) during the entire Contract Period.

(b) In addition to the above obligations, in the Special Purpose Company (SPC)so formed under this Clause:(iii) The Lead Member (i.e. the member fulfilling the TechnicalCapability) of the JV or the person/entity constituting the singlebidder fulfilling the Technical Capability shall maintain a minimumequity component of at least 35% (thirty five percent) during theContract Period; and(iv) The JV member or the person/entity constituting the single bidderfulfilling the Financial Capability shall maintain a minimum equitycomponent of atleast 26% during the Contract Period.(c) At no stage shall any change in the Equity Components/ shareholdingpatterns be made by the Joint Venture (JV) Members or by any of theAssociates without obtaining prior approval from the Owner. On anapplication made for the purpose, Owner may permit the change of Equity



Components/ shareholding patterns, provided the Owner is satisfied thatthe proposed changes shall be in the interest of the implementation of theProject in future and would not be detrimental to any of the rights orinterests of the Owner. However, no such change in the Equity Components/shareholding pattern shall be permitted by Owner, which would make theJoint Venture (JV) Members or Associates or the Operator non-compliantwith Articles 5.3(a) and 5.3(b) above.(d) In case any such change in composition of Joint Venture (JV) has been agreedupon, the modified Joint Venture (JV) would be required to submit a revisedMemorandum of Understanding to the Owner.(e) Failure to scrupulously observe the requirements under this clause 5.3 shallamount to an Operator’s Event of Default and result in forfeiture ofPerformance Security and premature termination of this Management Contractat the discretion of Owner

5.4 Representations and Warranties of the Operator

The Operator represents and warrants to the Owner that:i) It is duly organised, validly existing and in good standing as per the laws ofthe jurisdiction;ii) It has full power and authority to execute, deliver and perform itsobligations under this Management Contract and to carry out thetransactions contemplated hereby;iii) It has taken all necessary actions under Applicable Laws and itsconstitutional documents to authorise the execution, delivery andperformance of this Management Contract;iv) It has the financial standing and capacity to undertake the Project;v) This Management Contract constitutes its legal, valid and binding obligationenforceable against it in accordance with the terms hereof;



vi) It is subject to civil and commercial laws of India with respect to thisManagement Contract and it hereby expressly and irrevocably waives anyimmunity in any jurisdiction in respect thereof;vii) All the information furnished in the Operator’s Bid/Proposal is, and shall be,true and correct as on the Appointed Date & throughout the ContractPeriod/ subsistence of the Management Contract and the Balance Sheet andProfit and Loss Account of the Operator for each of the Financial Years afterthe Appointed Date furnished to the Owner shall give true and fair view ofthe affairs of the Operator. If in case any false or misleading information, asfurnished by the Operator (as a Bidder) in its Bid/Proposal, is found at alater stage, including even after the signing of the Management Contract, itshall entitle Owner to terminate the said signed Management Contractbetween the Parties. The costs and risks for such termination shall beentirely borne by the Operator.viii) It shall furnish a copy of the audited accounts of the Operator within 180(one hundred and eighty) days of the close of each Financial Year after theAppointed Date and any material change subsequent to the date of suchaccounts shall be notified to the Owner by the Operator within 30 (thirty)days of its occurrence and warrants that the accounts and the informationfurnished as aforesaid shall be true and correct;ix) There are no actions, suits, proceedings, or investigations pending or, to theOperator’s knowledge, threatening it at law or in equity before any court orbefore any other judicial, quasi judicial or other authority, the outcome ofwhich may result in the breach of or constitute a default of the Operatorunder this Management Contract, which individually or in the aggregate mayresult in any Material Adverse Effect on its business, properties or assets orits condition, financial or otherwise, or in any impairment of its ability toperform its obligations and duties under this Management Contract;x) The Operator has no knowledge of any violation or default with respect toany order, writ, injunction or any decree of any court or any legally bindingorder of any Competent Authority which may result in any Material AdverseEffect or impairment of the Operator’s ability to perform its obligations andduties under this Management Contract;xi) The Operator has complied with all Applicable Laws and has not beensubject to any fines, penalties, injunctions or any other civil or criminalliabilities, which in the aggregate have or may have Material Adverse Effect



on its financial condition or its ability to perform its obligations and dutiesunder this Management Contract;xii) All rights and interests of the Operator in the Project shall pass to and vestfree and clear of all liens, claims, and encumbrances in the Owner on thedate the Project Premises reverts back to the Owner;xiii) No Representation or Warranty by the Operator contained herein or in anyother document furnished by it to the Owner, or to any Competent Authorityin relation to Clearances shall contain any untrue statement of material factor nor shall there be any omission to state a material fact necessary to makesuch representation or warranty not misleading; andxiv) The Operator warrants that no sums, in cash or kind, have been paid or willbe paid by or on behalf of the Operator, to any person by way of commissionor otherwise for securing the Contract, or influencing or attempting toinfluence any officer or employee of the Owner for the purpose of enteringinto this Management Contract.

5A OBLIGATIONS OF PARTIES

Each Party shalla. Comply with and perform its respective obligations under this ManagementContract and shall work and cooperate in good faith with the other Party withrespect to all the obligations and rights hereunder of the other Party;b. Understand that the title to and ownership of the Project Premises shall at alltimes vest in the Owner and shall not in any form or under any circumstancewhatsoever, either permanently or temporarily, pass over or be deemed to passover to the Operator or to Persons claiming by, under or through the Operator;c. Subject to the provisions of the Management Contract, the Operator shalloperate the prescribed “Minimum Facilities” at his own and have the right tosub-license/ sub-let the operation of “Optional Facilities” to a third party onfollowing terms and conditions:



i. The duration of all the sub-letting/ sub-licensing of the operation of“Optional Facilities”, at the most, extend up to the Contract Period. Itshall be made clear by the Operator to the third party that in theevent of pre-mature termination of this Management Contract, theperiod of permissible duration of subletting/ sub-licensing shallautomatically terminate on the same date i.e. the date on which thepre-mature termination of Management Contract takes effect.ii. The land forming part of the Project, infrastructure made availableby the HTC and properties belonging to the HTC cannot be sub-let/sub-licensed to any third party.iii. The third party in whose favour the right is being created by theOperator shall be stepping in the shoes of the Operator, withoutrelieving the Operator from his principal liability towards the HTC,thereby meaning that the said third party shall independently beobliged to observe and bound by all obligations to which theManagement Contract binds the Operator.d. HTC shall be notified about the creation of each subletting/sub-licensingrights by the Operator along with a draft of the agreement proposed to beexecuted between the Operator and the third party for this purpose.Response or suggestion or direction of HTC, if any, conveyed within onemonth, must be addressed by the Operator in this regard while creatingsubletting/sub-licensing rights. However, if the HTC fails to convey itsresponse or suggestion or direction within the said one month, it shall beconsidered as deemed approval of the draft Agreement and the Operator canproceed in the matter.

6. RISK AND RESPONSIBILITY

6.1 Liability of the Parties to the Management Contract(a) A Party shall promptly inform to the other Party, of any claims orproceedings or anticipated claims or proceedings against the other Partyand in respect of which the other Party is entitled to be indemnified as soonas a Party becomes aware of the same. Each Party shall give reasonableassistance to the other in defending such claims and the Party giving suchassistance shall be entitled to be indemnified to the extent of the costsincurred by it in this regard.(b) The Owner shall not be liable in any manner whatsoever for the obligationsand liabilities incurred by the Operator during the Contract Period, includingany extension thereof.



6.2 Indemnification

The Operator shall indemnify, defend and hold harmless the Owner during and afterthe term of this Management Contract from and against all liabilities, damages,losses, expenses, debts, demands, actions, proceedings, costs and claims of anynature whatsoever, including without limitation, legal fees and expenses, sufferedby the Owner or any Third Party as a result of or arising out of or in any wayconnected with the acts, omissions, negligence, nuisance, breach of this ManagementContract and failure to perform obligations hereunder of or by the Operator and itsemployees, representatives, etc., including the use or violation of any copyrightwork or literary property or patented invention, article or appliance, except to theextent that such injury, damage or loss is attributable to a negligent or wilful act oromission of the Owner. The Operator shall also be liable under this Article incontract, dereliction or otherwise for any indirect or consequential loss, damage,loss of use or interest costs. In this regard an indemnity bond, the format for whichwould be given by the Owner, would also be given by the Operator to the Owner.6.3 Risk and Liability

Except as expressly provided in the Management Contract, the Operator shall carryout and perform its rights and obligations under the Management Contract at itsown cost and risk. It shall be fully responsible for and shall bear the financial risks inrelation to the Project and all its rights and obligations under or pursuant to theManagement Contract.7. FORCE MAJEURE

7.1 Force Majeure Event

Any of the following events resulting in material adverse effect shall constitute aForce Majeure Event:(i) Lightning, earthquake, landslides, tempest, cyclone, hurricane, whirlwind,storm, flood, and other unusual or extreme adverse weather orenvironmental conditions (including, without limitation, any such conditions



at sea affecting the delivery of equipment to the Project) or other events ofnatural disaster of rare severity;(ii) Meteorites or objects falling from aircraft or other aerial devices, theoccurrence of pressure waves caused by aircraft or other aerial devicestravelling at high speeds;(iii) Fire or explosion, chemical or radioactive contamination or ionizingradiation; not attributed to the Operator,(iv) Epidemic or plague;(v) Act of war (whether declared or undeclared), threat of war, invasion, armedconflict or act of foreign enemy, unexpected call up of armed forces,revolution, religious strife, bombs, sabotage, terrorism or threat of such actsor other similar events of a political or social nature;(vi) Expropriation, confiscation, nationalization or requisition of the Project byGoI , GoH, or Owner except as provided under this Management Contract;(vii) Any other similar things beyond the control of the Party that is eitherconsidered to be Force Majeure Event with mutual consent or, as the casemay be, determined as such, on a reference received by either of the twoparties, by the Administrative Secretary of the Government of Haryana in theDepartment of Tourism.7.2 Notice of Force Majeure Event

As soon as practicable and in any case within 3 (three) days of the date ofoccurrence of a Force Majeure Event or the date of knowledge thereof, the Partywhich is rendered wholly or partially unable to perform any of its obligations underthis Management Contract because of a Force Majeure Event (“the Affected Party”)shall notify the other party of the same, setting out, inter alia, the following inreasonable detail:(i) The nature and extent of the Force Majeure Event;(ii) The estimated Force Majeure Period;(iii) The nature of and the extent to which, performance of any of its obligationsunder this Management Contract is affected by the Force Majeure Event;(iv) The measures, which the Affected Party has taken or proposes to take toalleviate/mitigate the impact of the Force Majeure Event and to resumeperformance of such of its obligations affected thereby; and(v) Any other relevant information concerning the Force Majeure Event, and/orthe rights and obligations of the Parties under this Management Contract.

7.3 Performance of Obligations



The Affected Party shall be excused from performance of such obligations to theextent it is unable to perform the same on account of such Force Majeure Eventprovided that:(i) Due notice of the Force Majeure Event has been given to the other Party asrequired by the preceding Article 7.2;(ii) The excuse from performance shall be of no greater scope and of no longerduration than is necessitated by the Force Majeure Event;(iii) There shall be no Termination of this Management Contract except asprovided in Article 7.4;(iv) Where the Operator is the Affected Party, the various deadlines set forth inthis Management Contract and the Contract Period shall be extended by theperiod for which such Force Majeure Event shall subsist;(v) Where the Operator is the Affected Party, it has taken all reasonable effortsto avoid, prevent, mitigate and limit damage, if any, caused or is likely to becaused to the Facilities/ Camping Sites as a result of the Force Majeure Eventand to restore the Facilities/ Camping Sites, in accordance with the GoodIndustry Practice and its relative obligations under this Contract;(vi) When the Affected Party is able to resume performance of its obligationsunder this Contract, it shall give to the other Party written notice to thateffect and shall promptly resume performance of its obligations hereunder,the non issue of such notice being no excuse for any delay for resuming suchperformance;(vii) The Affected Party shall continue to perform such of its obligations whichare not affected by the Force Majeure Event and which are capable of beingperformed in accordance with this Contract; and(viii) Any insurance proceeds received by the Operator shall be entirely applied torepair, replace or restore the assets damaged on account of the ForceMajeure Event, in accordance with Good Industry Practice and inconsultation with the Owner, unless otherwise agreed to by Owner.

7.4 Termination Due To a Force Majeure Event

If a Force Majeure Event subsists for a continuous period of 365 (three hundredsixty five) days, either Party may in its sole discretion terminate this ManagementContract by giving 30 (thirty) days Termination Notice in writing to the other Partywithout being liable in any manner whatsoever. Also, the refundable part of thePerformance Security shall be refunded back to the Operator as soon as possibleafter such termination but in any case within 180 (one hundred and eighty days)thereafter.



8. TERMINATION

8.1 Termination by Owner

In addition to as provided for explicitly in this Management Contract, the Ownermay terminate this Management Contract due to any of the following events ofdefault by the Operator (hereinafter called the “Operator Event of Default”):

(i) The Operator has failed to perform or discharge any of its obligations inaccordance with the provisions of this Management Contract, unless suchevent has occurred because of a Force Majeure Event;(ii) If at any time any payment, assessment, charge, lien, penalty or Damageherein specified to be paid by the Operator to Owner under thisManagement Contract or otherwise, or any part thereof, shall be in arrearsand unpaid;(iii) Any representation made or warranties given by the Operator under thisManagement Contract is found to be false or misleading;(iv) The Operator has failed to pay the Annual Contract Fee in terms of thisManagement Contract;(v) The Operator engaging or knowingly has allowed any of its employees orrepresentative to engage in any activity prohibited by law or whichconstitutes a breach of or an offence under any law;(vi) The Operator has not followed the O&M Manual, as prepared in accordanceto this Management Contract;(vii) The Operator has been adjudged as bankrupt or become insolvent;(viii) The Operator has created any encumbrance, charges or lien in favour of anyperson or agency, over the Project Premises, save and except as otherwiseexpressly permitted under this Management Contract;



(ix) The Operator has failed to effect and keep in force the Insurance requiredunder this Management Contract, or fails to provide satisfactory evidence,policies and receipts to the Owner;(x) A resolution for voluntary winding up has been passed by the shareholders/partners of the Operator;(xi) Any petition for winding up of the Operator has been admitted andliquidator or provisional liquidator has been appointed or the Operator hasbeen ordered to be wound up by Court of competent jurisdiction, except forthe purpose of amalgamation or reconstruction with the prior consent ofOwner, provided that, as part of such amalgamation or reconstruction andthe amalgamated or reconstructed entity has unconditionally assumed allsurviving obligations of the Operator under this Management Contract;(xii) It has been proved beyond reasonable doubt that Operator has been party toor has allowed any unlawful/impermissible activity within or from withinthe Project Premises including the Camping Sites during the Contract Period;(xiii) The Operator has abandoned the Project;(xiv) In the opinion of the Owner there exist sufficient reasons to terminate theManagement Contract due to occurrence of events that can, in the opinion ofOwner, be construed as default by the Operator.Provided that in the event of application of sub-articles above, except sub-articles(ii), (iv) and (x), Owner shall give to the Operator 30 (thirty) days time to cure thedefault prior to considering the events specified therein as Operator’s Events ofDefault and in the event the Operator remedies the default to the satisfaction of theOwner within the Cure Period, the event will not be considered as a Operator Eventof Default. In case of sub-article (ii), (iv) and (x) above Owner’s right to terminatethe Management Contract shall be without any notice period to the Operator.Provided further that the said curing of default shall not amount to extinguishing theclaim of the Owner to realise the penalty/damages that accrued to it for the durationthat the default presided.Consequences of Termination by Owner



Without prejudice to any other consequences or requirements under thisManagement Contract or under any law, if the Management Contract is terminateddue to Operator’s Event of Default, then the Owner shall forfeit the PerformanceSecurity and the Project Premises along-with the immovable assets (except themovable assets brought in by the Operator) shall revert back to the Owner, at nocost.Notwithstanding anything contained in this Management Contract, Owner shall not,as a consequence of Termination or otherwise, have any obligation whatsoeverincluding but not limited to obligations as to compensation for loss of employment,continuance or regularization of employment, absorption or re-employment on anyground, in relation to any person in the employment of or engaged by the Operatorin connection with the Project.

8.2 Termination by Operator

The Operator may terminate this Management Contract due to any of the followingEvents of Default by the Owner (hereinafter called the “Owner Event of Default”):

(i) Material Breach by Owner of its obligations under this Management Contractwhich is not remedied within 180 (one hundred and eighty) days of receiptof written notice from the Operator specifying such breach and requiringOwner to remedy the same;(ii) Any defect in the title, ownership and possession of Owner with respect tothe Project Premises that has a Material Adverse Effect on the Project;(iii) A breach of any express Representation or Warranty by Owner which has aMaterial Adverse Effect and such breach is not remedied within 180 (onehundred and eighty) days of receipt of written notice from the Operatorspecifying such breach and requiring Owner to remedy the same.Provided that in the event of application of sub-articles above, Operator shall give toOwner, 180 (one hundred and eighty) days time to cure the default prior toconsidering the events specified therein as Owner’s Events of Default, and in the



event the Owner remedies the default to the satisfaction of the Operator within theCure Period, the event will not be considered as a Owner Event of Default.Consequences of Termination by OperatorUpon termination by Operator in accordance with Article 8.2, the Owner shallrefund back the refundable part of the Performance Security as soon as possible butin any case within 180 (one hundred and eighty days) and take back the Facilities/Camping Sites/ Project Premises along-with the immovable assets (except themovable assets brought in by the Operator), at no cost, in good working condition.

9. END OF CONTRACT PERIOD (EITHER BY EFFLUX OF TIME OR ON PRE-MATURETERMINATION OF THE MANAGEMENT CONTRACT)(a) On the successful completion of the Contract Period of 10 years or on pre-mature termination due to Operator’s/ Owner’s Event of Default or due toany other reason whatsoever, the possession of the Project Premises along-with the immovable assets (except the movable assets brought in by theOperator) shall revert back to the Owner or its nominee, free and clear ofany charges, liens and Encumbrances created or suffered by the Operatorafter the Appointed Date.(b) The Operator or its nominee(s) or sub-lettee or sublicense holder, as the casemay be, shall cease to conduct all commercial activities within the ProjectPremises from the date of expiry of the Contract Period. .(c) Within 30 (thirty) days of the expiry of the Contract Period, the Operator shallbe permitted by the Owner, even when the possession of the Project Premiseshas reverted back to the Owner, to clear away and remove, from the CampingSites the surplus material, rubbish, etc. The Operator shall leave such areas in aclean and safe condition to the satisfaction of Owner. If the Operator fails toremove, at the end of the 30 (thirty) day period, any remaining surplusmaterial, rubbish, etc., the Owner may sell or otherwise dispose of such itemsand retain the proceeds of such sale/ disposing off.(d) The personnel of the Operator shall continue to be the employees of theOperator and reverting back of the Project Premises shall not in any manneraffect their status as employees of the Operator and they shall have no claimto any type of employment or compensation from the Owner.



(e) Till the time the possession of the Camping Sites reverts back to the Owner, allrisks shall lie with the Operator for loss of or damage to the whole or any partof the Project Premises, unless the loss or damage is due to an act or omissionof the Owner in contravention of its obligations under this ManagementContract.(f) Pursuant to the reverting back of the possession of the ProjectPremises to the Owner, the obligations and the rights of the Operator underthis Management Contract shall terminate vis-à-vis the Owner and theOperator shall no longer act in its capacity as Operator in relation orpursuant to this Management Contract.

10. ISSUANCE OF MANAGEMENT CONTRACT COMPLETION CERTIFICATEa. The Management Contract Completion Certificate shall be issued upon thesuccessful completion of the Contract Period of 10 years and only after theclearance of the Camping Sites has been carried out within 30 (thirty) days.b. Within 60 (sixty) days of the successful completion of the Contract Period of10 years, not including the event of premature termination, Owner shall issuethe Management Contract Completion Certificate, which concludes theOperator's liability under this Management Contract. This certificate shall beissued only after the Operator submits to Owner, a request for issue of suchcertificate. The form shall be as approved by Owner, and shall include a detailedcondition survey of the Camping Sites.c. On the successful completion of the Contract Period, the balance ofPerformance Security, after satisfying any claim of the Owner, furnished by theOperator shall be released as soon as after the issuance of the ManagementContract Completion Certificate but within 90 (ninety) days from the issuance ofthe Management Contract Completion Certificate without any interestthereupon. However, if the Operator chose not to apply for the issuance of theManagement Contract Completion Certificate even after successful completionof the Contract Period, balance of Performance Security, after satisfying anyclaim of the Owner, furnished by the Operator shall be released as soon aspossible but within 180 (one hundred and eighty) days from the successfulcompletion of the Contract Period unless whole or any part thereof has eitherbeen forfeited to the HTC.



11. DISPUTE RESOLUTION

11.1 Any dispute, difference or controversy of whatever nature regarding the validity,interpretation or the rights and obligations arising out of, or in relation to, orhowsoever arising under or in relation to this Management Contract between theParties, and so notified by either Party to the other Party (the “Dispute”) shall besubject to the dispute resolution procedure set out hereinafter.11.2 Direct discussion between Parties

The Parties agree that any Dispute that may arise between them shall be firstsubmitted for direct discussion between the Parties. For this purpose, the notice ofDispute (the “Notice of Dispute”) sent by one Party to the other Party under Article11.1 shall be considered an invitation for direct discussion, and it should specify areasonable time and venue for conduct of the negotiation proceedings. In addition, theNotice of Dispute shall specify the basis of the Dispute and the amount claimed. In thedirect discussion proceedings, both the Parties shall be represented by any of itsofficials or employees with sufficient knowledge and authority over the subject matterof the Dispute in order for the discussion to be meaningful. At the discussionproceedings, the Party that has given the Notice of Dispute shall present an offer of asettlement, which may form the starting point of discussions between the two Partiesduring the discussion proceedings.11.3 ReconciliationIn the event that the parties are unable to resolve the Dispute through DirectDiscussion under Article 11.2, any party may make a reference to theAdministrative Secretary of the Government of Haryana in the Department ofTourism to reconcile the differences and determine the rights and obligationsof both the parties.11.4 Arbitration or AdjudicationIn the event that the parties are unable to resolve the Dispute through the process ofreconciliation under Article 11.2 and 11.3, the Parties shall submit the Dispute forarbitration in accordance with the Arbitration and Conciliation Act, 1996.11.4 Performance during Dispute



Save in such cases where the dispute has arisen due to premature termination,performance of this Management Contract shall continue during the settlement of anyDispute under this Article 11. The provisions for dispute settlement shall be bindingupon the successors, assigns and any trustee or receiver of either the Owner or theOperator. In case of premature termination, the Project Premises shall revert back tothe Owner and all operations/ activities shall cease to be conducted.12. MISCELLANEOUS PROVISIONS

12.1 Governing Law and Jurisdiction

This Management Contract shall be construed and interpreted in accordance with andgoverned by the laws of India, and the Courts of Chandigarh only shall have jurisdictionover all matters arising out of or relating to this Management Contract.12.2 Waiver

Waiver by either Party of any default by the other Party in the observance andperformance of any provisions of or obligations under this Contract:(a) shall not operate or be construed as a waiver of any other or subsequentdefault hereof or of other provisions of or obligations under this Contract;(b) shall not be effective unless it is in writing and executed by a duly authorisedrepresentative of the Party; and( c) shall not affect the validity or enforceability of this Contract in any manner.

Neither the failure by either Party to insist on any occasion upon theperformance of the terms, conditions and provisions of this Contract, anyobligation there under nor time or other indulgence granted by a Party to the



other Party shall be treated or deemed as waiver of such breach or acceptanceof any variation or the relinquishment of any such right hereunder.12.3 Exclusion of implied warranties

This Contract expressly excludes any warranty, condition or other undertaking impliedat law or by custom or otherwise arising out of any other Contract between the Partiesor any representation by either Party not contained in a binding legal Contractexecuted by both Parties.12.4 SeverabilityIf for any reason whatever any provision of this Contract is or becomes invalid,illegal or unenforceable or is declared by any court of competent jurisdiction or anyother instrumentality to be invalid, illegal or unenforceable, the validity, legality orenforceability of the remaining provisions shall not be affected in any manner, andthe Parties will negotiate in good faith with a view to agreeing upon one or moreprovisions which may be substituted for such invalid, unenforceable or illegalprovisions, as nearly as is practicable. Provided failure to agree upon any suchprovisions shall not be subject to dispute resolution under this ManagementContract or otherwise.12.5 Entire ContractThis Contract and the Schedules together constitute a complete and exclusivestatement of the terms of the Contract between the Parties on the subject hereof andno amendment or modification hereto shall be valid and effective unless suchmodification or amendment is agreed to in writing by the Parties and duly executedby persons especially empowered in this behalf by the respective Parties.12.6 Joint and Several Liability

If the Operator is a joint venture or any other arrangement involving two or morePersons, all such Persons shall be jointly and severally liable to the Owner for thefulfilment of the terms of this Management Contract. Such Persons shall designateone of them to act as "Lead Member" with authority to bind the joint venture or thesaid arrangement and each of its members. The composition or the constitution of



the joint venture shall not be altered without prior approval of the Owner and as perthe specific provisions in this regard provided in the Management Contract. All theJoint Venture Members shall be jointly and severally liable towards this Project.12.7 Notifications

a. Wherever provision is made for the giving or issue of any notice, instruction,consent, approval, certificate or determination by any Person, unless otherwisespecified, such communication shall be in writing and shall not beunreasonably withheld or delayed. Wherever provision is made for acommunication to be "written" or "in writing", this means any hand-written,typewritten or printed communication, including the agreed systems ofelectronic transmission.b. All certificates, notices or written orders between the Parties shall either bedelivered by hand against written acknowledgement of receipt or be sent byregistered acknowledgement due pre-paid post or courier or one of the agreedsystems of electronic transmission. In the event of any dispute, unless suchacknowledgement of receipt is provided, the communication shall be treated asnot given.c. In the case of the Operator, all communication shall be marked for theattention of the person (who shall be the authorised representative of the LeadMember) and to the address provided below, or to such other person oraddress as may be intimated to the Owner by the Operator from time to time.

Name of Operator’s Representative :Address for communication :Note: The person named as the Operator’s Representative under thisManagement Contract shall be a qualified and competent personhaving previous experience in a similar capacity in works comparableto the Project. Prior to appointment of the Operator’s Representative,the Operator shall also submit the curriculum vitae of the person itproposes to appoint, detailing in particular the relevant project



experience and then obtain the written consent of the Owner to theappointment of the Operator’s Representative.The Operator's Representative shall be exclusively employed orengaged by the Operator to give his whole time to the Project. Exceptas otherwise stated in this Management Contract, the Operator'sRepresentative shall receive on behalf of the Operator all notices,instructions, consents, approvals, certificates, determinations andother communications under this Management Contract. Whenever theOperator's Representative is to be absent from the Facilities/ CampingSites for a continuous period in excess of 14 (fourteen) days, a suitablereplacement Person shall be appointed with the Owner's consent.

d. In the case of the Owner, all communication shall be addressed to:The Managing Director,Haryana Tourism Corporation,12.8 Language

The language of this Management Contract is the English language. Allcorrespondence shall be in the English language. All other written and printedmatter required for Upgradation, operation and maintenance, etc. shall be executedin the English language. Instructions and notices to the public and staff and all othersigns and information notices shall be in English and Hindi.12.9 Unforeseen ImpedimentUnder exceptional circumstances where due to unforeseen impediments, even afterthe premature termination the possession of Project Premises could not revert backto the Owner, same shall in all cases, including even while the dispute orcircumstances leading to such handicap remains yet unresolved, the possession ofProject Premises shall revert back to the Owner on expiry of the duration ofmaximum period of 10 years as set forth in Article 3.1 of this Management Contract.12.10 Interpretations

Subject to the provisions of the Management Contract, if any dispute arises aboutthe interpretation of any/ some of the Clauses/ Articles of this ManagementContract, then the matter shall be referred to the Administrative Secretary ofGovernment of Haryana in the Tourism Department and interpretation given by him



shall be considered as final and be binding on both the parties to the ManagementContract.12.11 CONDITIONS GOVERNING THE OPERATIONS BY OPERATOR:

Subject to the conditions laid in the RFP documents, activities in the following natureshall be permissible to be conducted on or from the Project premises at the risk andcost of the operator after obtaining the clearance/permission from the competentauthority, if any, and after depositing the fee/charges for running the facilities or, asthe case may be, obtaining the permission/clearance, if any:12.11.1 Mandatory Minimum Upgradations/ Operations: The Operator shall upgradeand put in place the ‘minimum facilities’ as detailed elsewhere in this ManagementContract. These facilities termed as the ‘minimum facilities’ can be established andcommercially commissioned any time after signing of Management Contract butunder all circumstances all of them must be established and commerciallycommissioned within a period of 1 (one) year counted from the Appointed date asper the minimum standards/ specification prescribed by the HTC and shall bemaintained in good condition during the Contract Period and operated by theOperator himself in terms of this Management Contract. Further, while doing so theOperator shall not make any changes in the existing civil structure during thesubsistence of this Management Contract without the prior approval of HTC.12.11.2 Activities Permissible To Be Operated At The Option Of Operator:

Subject to the conditions of RFP enabling so to do, the Operator, at his option, canundertake/conduct following activities/up-gradations/operations at his own cost,and operate it either continuously or intermittently from the date of signing theManagement Contract and extending up to the valid Contract Period, after obtainingrequisite clearance/permissions from the competent authorities and paying suchdues/charges as are admissible/required to be paid. However, for undertaking/conducting them, the Operator shall be required to notify the HTC along with theexact location on the map for the facility proposed to be created one month inadvance from the date of actual execution on the ground and no prior approval onpart of HTC shall be required but in case the HTC objects to any of them or warrantsthe proposed facility to be relocated within a period of one month from the receipt



of the said notification, the rectification meeting the concerns ofobjection/suggestion shall be complied with while executing the same:a. The Operator shall have the right to put as much additional accommodationas the site space permits in the form of Tents/Cottages or any othertemporary structure at its own cost. The Operator can let out thisaccommodation/ lodging to any user, tourist or visitor at any time, duringthe Contract Period.b. The Operator can also vary the quality of facilities in the accommodationprovided and can have different tariffs based on the facilities provided.c. The Operator shall have the right to create as many Outdoor or Indooreating/drinking areas like Restaurant, Bar, Fast Food Joint(s) or FoodCourt(s), including for providing multi-cuisine eating facilities for any user,visitors or tourist, as the site permits.d. The Operator shall have the right to provide all facilities including space,catering, parking, temporary sheds/tents and other facilities that may berequired for hosting of conferences, exhibition, parties, functions, musicaland cultural programmes and other events for any user, visitor or tourist.e. The Operator shall have the right to provide facilities for swings and rides,children’s play area, off roading tracks, go-carting, hot air ballooning or anyother adventure sports/ recreational sports for the benefit of any user,visitor or tourist.f. Apart from the above, the Operator shall be well within its right to generaterevenues by providing any additional facilities like Internet Kiosks, Touristfacilitation centers, PCO (ISD/STD), Booths, gymnasium, Health & wellnessfacilities, Spa, Shopping facilities for all kind of gifts and novelties,Advertising Rights on the site and through rental from providing space forthe said utilities or services.g. To provide better facilities for users the Operator shall have the right to sub-let any of the facilities so permitted in this RFP document, either as a wholeor part to any third party or parties, within the Contract Period. TheOperator shall also have the right to enter into franchise agreements withother well-known brands for providing any of the permissible facility orfacilities, within the Contract Period. However, while doing so, the Operatorwill ensure that subsistence of such arrangement with any third party iscoterminous with the subsistence, including pre-mature termination, if any,of the contract between the Operator and Owner and creation of such



arrangement shall, in no way, limit the right of the Owner to retrieve backthe possession of the Project Premises as detailed in this RFP.12.11.3 Residuary Privileges To Operate/Conduct Activities:

a. The Operator shall, subject to conditions so to do as per this RFP, also havethe right to provide any service/facility that is ancillary to the permissiblefacilities mentioned in this RFP document.b. For smooth and efficient running of the facilities, the operator may createadditional support facilities or, after seeking the approval of HTC so to do,enhance the capacity of the support facilities provided by the HTC such asthe internal and external sewage conveying and disposal system, electricityloads and connections including the internal street light facilities, powergenerator, water connections and its conveyance including storage, toiletfacilities, road and streets for movements within the premises, etc:provided that these improvements shall, wherever found necessary by theoperator, be undertaken by the operator at his cost and after obtainingnecessary statutory clearances from the competent authority and paying thenecessary charges for them at its own:provided further that the HTC shall be notified of the proposedenhancements/improvements and, in case, the HTC objects to any of themor warrants the proposed improvements to be relocated, the objection shallbe complied with while executing the same.

12.11.4 Duration for operating/upgrading/maintaining the facilities:

a. With respect to the ‘minimum facilities’, the facilities, once commissioned,must run continuously from the said date of commissioning onwardsthrough the entire Contract Period, save the duration for occasional andtemporary closure, with the prior consent of the HTC, for necessarymaintenance/ up keeping/ up gradation/ renovation requiring essentialtemporary closure. The revenue from the facility can be realized by theoperator from the date when any of the facility has been commercially madeoperational and it will not be necessary to make all the facilities included in



the ‘minimum facilities’ operational simultaneously. But within thestipulated one year all the envisaged ‘minimum facilities’ must getoperationalised and thrown available to the users. Failure on this count shallamount to an Operator’s Event of Default leading to forfeiture of thePerformance Security and pre-mature termination of Contract.b. For other permissible facilities permitted to be operated at the option of theoperator, same can be commissioned, closed, reintroduced or operated atthe sole discretion of the operator from the date of signing of ManagementContract extending up to the validity of contract period.

12.11.5 Nature of Structure Permissible to Be Erected:

The Operator cannot raise or erect any permanent structure anywhere onthe Project premises as a part of the Project. The temporary Structures alsocan only be raised and erected for the furtherance of the cause ofundertaking permissible activities. A Temporary Structure for the purposewould mean any structure/ enclosure/ room/ space/ arena made out ofwood, bamboo, plastic, brick, mortar, cement, PVC, steel, aluminium, cloth,canvas or any other construction material but not having a RCC or Cementroof so that the structure can be easily dismantled.12.11.6 Debarred Activities

The Operator shall have no right to allow the use of land, existing civilstructures or the structures added subsequently on the land of Project byany individual firm, company, organisation, etc. for purposes other than thepermissible activities, such as to be used as Office Space, Storage Godown oropen area dumping ground, parking facilities (other than the one pursuantto the permissible activities), etc.In addition to this, no construction/ upgradation shall be carried out, by theOperator, within the area of 25 meters measured from the boundary wallwhich abuts any major road. However, the Operator is required to maintain



a green belt within this area, with an option to erect poles facilitating displayof name of Facilities, available facilities, advertisements etc.12.12 Counterparts

This Contract may be executed in 2 (two) counterparts, each of which whenexecuted and delivered shall constitute an original of this Contract.

IN WITNESS whereof the Parties have executed and delivered this Management Contract as ofthe date first above written.For and on behalf of OWNER

[NAME] _____________________[Designation] ____________________

Signature:

For and on behalf of OPERATOR

[NAME]____________________________________Signature:



[Designation]_______________________________Witness 1:[NAME]____________________________________[Designation]_______________________________

Signature:

Witness 2:[NAME]____________________________________[Designation]_______________________________

Signature:

Place: __________________Date: ________________

SCHEDULES

OF

DRAFT MANAGEMENT CONTRACT

Schedules to the Management Contract – Section III (RFP document) 1

SCHEDULE – I

LAYOUT PLANS

1. Dhanchiri Camp at Dundahera (Gurgaon)2. Jungle Fowl Camp at Surajkund (Faridabad)


SCHEDULE – II

EXISTING &PROPOSED FACILITY AREA DETAILS


Dhanchiri Camp at Dundahera (Gurgaon)

Dhanchiri Camp is developed on 44.87 acres of land situated on the left side of the Toll Plazawhile coming from Delhi to Gurgaon on National Highway No. 8. The List of facilities atDhanchiri Camp at Dundahera (Gurgaon) is as follows:-

S.N Description Size Area

Proposed Facilities

1. Tensile fabric structure forConvention/ConferenceHall with insulated roof. The structure will bemadeup of aluminum section covered with whitetensile fabric(Ferrari make) with windows &doors on two sides of the hanger

120’-0”X60’-0” = 7200.00 sq.ft

2. Tensile fabric structure for 5 no. cottages withattached toilets & verandah. The cottages willbe constructed of aluminum frame and Ferraritensile fabric to be located on existingplatformshut=16’-0”X10’-0”= 5nostoilet=4’-0”X10’-0”= 5nosverandah=6’-0”X10’-0”=5nos

260.00 sq. ft.each cottage

Total area 1300.00 sq.ft

Existing Facilities3. Average tent size 20'-0”×21'-0” =40 nos.20'-0”×26'-0”= 45 nos.No. of facilities =85 nos. created for tentsTotal area of platforms 40174.00 sq.ft.4 Dining Hall 60'-0”×30'-0' 1800.00 sq. ft5 Public Toilets (2 nos.) 34'-6”×15'-3” 526.12 sq fteach blockTotal area 1052.32 sq. ft


S.N Description Size Area6 Kitchen i/c store 36'0”x18'-0' 648.00 sq. ft7 Camping site (Platforms) 8x100'-0'×21'-0' 16800.00 sq.ft]8x100'-0'×26'-0' 20800.00 sq.ft.1x99'-0'×26'-0' 2574.00 sq. ft.8 Reception office (Octagonal) 20'-0' dia 314.00 sq. ft9 Toilet attached with reception 7'-9”×7'-3” 56.18 sq. ft10 KIOSK 20'-0' dia 314.00 sq. ft11 U/G water tank 32'-3''×17'-3”x8’-0”(Depth) 20,000 gallons12 Septic Tank a) 2×20'-0”×10’-0” 400.00 sq. ft(8’-0’’ depth)b) 1×21'-3'×12'-0' 255.00 sq. ft.(8’-0’’ depth)13 Outer Path 1290'-0”×6'-0” 7740.00 sq. ft14 Brick Path towards Air force station 1125'-0”×4'-6” 5062.00 sq. ft15 Guard Room 8'-0”×8'-0” 64.00 sq. ft16 Main Path 160'-0'×13'-0 20800.00 sft17 Sintex Tank 3000 Ltrs.18 Performing Stage 36’-0”x24’-0”(Segmented Trapezium shaped) 710 sq. ft19 CC Parking 28,000.00sq.ft.20 Open Bar Counter(Octagonal) 18’-0”x18’-0” 276.00 sq. ft.The basic facilities like Illumination, Street lighting, Sewerage system with septic tank and soakagepit, sewage disposal system and sufficient number of signages have also been provided.


Jungle Fowl Camp at Surajkund (Faridabad)

Jungle Fowl Camp is developed on 12.5 acres of land situated on the left side of the SurajkundDelhi Road (Shooting Range). List of facilities at Jungle Fowl Camp at Surajkund (Faridabad) isas follows:-

S.

No.

Description Size Area

Proposed Facilities1 Tensile fabric structure forConvention/Conference Hall with insulatedroof. The structure will be made up ofaluminum section covered with white tensilefabric(Ferrari make) with windows & doorson two sides of the hanger120’-0”X60’-0” 7200.00 sq. ft

2. Tensile fabric structure for 5 no. cottages withattached toilets & verandah. The cottages willbe constructed of aluminium frame andFerrari tensile fabric to be located on existingplatformshut=16’-0”X10’-0”= 5nostoilet=4’-0”X10’-0”= 5nosverandah=6’-0”X10’-0”=5nos

260.00 sq. ft.each block

Total area 1300.00 sq. ft

Existing Facilities

3. Average tent size 26'-0'×15'-0”No. of facilities created for tents 70 nos.Total area of platforms 29076 sq. ft.

4. Security guard room:a) Guard room 8'×8' 64.00 sq. ft.b) Kitchen: 4'-3”×8' 34.00 sq. ft.c) Bath/WC 4'-3”×8' 34.00 sq. ft.Total area 132.00 sq. ft

5. Reception /Office (Octagonal) 320.00 sft.Toilet attached with reception 7'-6”×7'-0” 54.00 sq. ftTotal area 374.00 sq. ft


S.

No.

Description Size Area

6. Size of the Public Toilets (ladies and gents) 2×23'-6” × 17'-6” 822.50 for eachblockTotal area of 3 Nos. blocks 2467.50 sq. ft7 Dinning Hall: 49'-3”×8'-0” 3989.25 sq. ftVerandah 8'0”×8'0” 648.00 sq. ftTotal 4638.00 sq. ft8. a) Covered area between kitchen and anddinning hall 21'-0”×30'-0” 630.00 sq. ftb) Temporary kitchen i/c sink, WB, cooling &store provision) 17'-0”×35'-0” 603.00 sq. ft

Total area 1233.00 sq. ft.9. CC parking Main parking 1×80'×93-0” 7998.00 sq. ft.Entry area 1/3 (67'+36'+24'×68') 2879.00 sq. ft.Entry area 1/3(24'+31'+73'×90) 3840.00Total area 14717.00 sq.ft.10 KIOSK 20'-0' dia 314.00 sq. ft11 Performing Stage 36’-0”x24’-0”(Segmented Trapezium shaped) 710 sq. ft.

12 Open Bar Counter(Octagonal) 18’-0”x18’-0” 276.00 sq. ftThe basic facilities like Illumination, Street lighting, Sewerage system with septic tank andsoakage pit, sewage disposal system and sufficient number of signages have also been provided.

Specifications of the proposed Convention Hall for Dhanchiri Camp at Dundahera (Gurgaon)

Flooring shall be conglomerate flooring. Gypsum board false ceiling shall be provided.


Structure shall be made from load bearing frame of anodized aluminum extrusion withprofile as/str. Aluminum Sections such as:o Guttero Purlins main with extrusion as/str.o Intermediate purlins with profile as/str.o PVC coated steel bracing ropes of 10 mm dia.o Coupling joints shall be tubular section with hot Zinc plated protective steelanchoring plates with Zinc plated protective coatingo The fabric used shall be Ferrari.

Specifications of the proposed Convention Hall for Jungle Fowl Camp at Surajkund

Flooring shall be conglomerate flooring. Gypsum board false ceiling shall be provided. Structure shall be made from load bearing frame of anodized aluminum extrusion withprofile as/str. Aluminum Sections such as:

o Guttero Purlins main with extrusion as/str.o Intermediate purlins with profile as/str.o PVC coated steel bracing ropes of 10 mm dia.o Coupling joints shall be tubular section with hot Zinc plated protective steelanchoring plates with Zinc plated protective coating

Note: Drawings also attached for both the sites.