REQUEST FOR PROPOSAL

FOR

SELECTION OF A DEVELOPER FOR DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM FACILITIES AT MANAPALLA LAKE, UDUPI DISTRICT

VOLUME I

Dated 4th September, 2015

UDUPI NIRMITHI KENDRA Deputy Commissioner Office 'A' Block, 1st Floor, Rajathadri Complex, Manipal, Udupi- 576104, Phone: +91 820-2527-600/900 Fax: +91 820-2527-600, E-mail: [email protected]

Selection of a Developer for Development of Luxury Resort and other Tourism Facilities at Manapalla Lake, Udupi District Instruction to Bidders Request for Proposal-Volume I

Request for Proposal Document

Contents

Volume I Instructions to Bidders (ITB)

Volume II Draft Project Development and Management Agreement

Volume III Project Information Memorandum

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Selection of a Developer for Development of Luxury Resort and other Tourism Facilities at Manapalla Lake, Udupi District Instruction to Bidders Request for Proposal-Volume I

TABLE OF CONTENTS

1. INTRODUCTION ...... 7 1.1. BACKGROUND ...... 7 1.2. BRIEF DESCRIPTION OF BIDDING PROCESS ...... 8 1.3. SCHEDULE OF BIDDING PROCESS ...... 12 2. TERMS OF BIDDING ...... 13 2.1. GENERAL TERMS OF BIDDING ...... 13 2.2. COST OF BIDDING ...... 17 2.3. SITE VISIT AND VERIFICATION OF INFORMATION ...... 17 2.4. VERIFICATION AND DISQUALIFICATION ...... 18 2.5. CONTENTS OF THE RFP ...... 19 2.6. CLARIFICATIONS ...... 19 2.7. AMENDMENT OF RFP ...... 20 2.8. FORMAT AND SIGNING OF BID ...... 20 2.9. SUBMISSION OF BID ...... 21 2.10. BID DUE DATE ...... 22 2.11. LATE BIDS ...... 22 2.12. CONTENTS OF THE FINANCIAL BID ...... 22 2.13. MODIFICATIONS/ SUBSTITUTION/ WITHDRAWAL OF BIDS ...... 23 2.14. REJECTION OF BIDS ...... 23 2.15. VALIDITY OF BIDS ...... 23 2.16. CONFIDENTIALITY ...... 23 2.17. CORRESPONDENCE WITH THE BIDDER ...... 23 2.18. BID SECURITY ...... 24 3. EVALUATION OF BIDS ...... 26 3.1. OPENING AND EVALUATION OF BIDS...... 26 3.2. TESTS OF RESPONSIVENESS ...... 26 3.3. EVALUATION OF ELIGIBILITY CRITERIA ...... 27 3.4. EVALUATION OF TECHNICAL BID ...... 28 3.5. EVALUATION OF FINANCIAL BID ...... 31 3.6. CONTACTS DURING BID EVALUATION ...... 32 3.7. PERFORMANCE SECURITY ...... 32 4. FRAUD AND CORRUPT PRACTICES ...... 33 5. PRE-BID MEETING ...... 35 6. MISCELLANEOUS ...... 36

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Selection of a Developer for Development of Luxury Resort and other Tourism Facilities at Manapalla Lake, Udupi District Instruction to Bidders Request for Proposal-Volume I

APPENDICES A. APPENDIX I - LETTER OF BID ...... 37 B. APPENDIX II - DETAILS OF BIDDER ...... 41 C. APPENDIX III - TECHNICAL CAPACITY OF THE BIDDER ...... 42 D. APPENDIX IV - FINANCIAL CAPACITY OF THE BIDDER ...... 44 E. APPENDIX V - STATEMENT OF LEGAL CAPACITY ...... 47 F. APPENDIX VI – POWER OF ATTORNEY FOR SIGNING OF BID ...... 48 H. APPENDIX VII – POWER OF ATTORNEY FOR LEAD MEMBER OF CONSORTIUM ... 50 I. APPENDIX VIII – JOINT BIDDING AGREEMENT ...... 52 J. APPENDIX IX- FORMAT FOR FINANCIAL BID...... 57 K. APPENDIX-X- BANK GUARANTEE FOR BID SECURITY ...... 59 L. APPENDIX XI - TECHNICAL BID FORMAT ...... 62

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Glossary

Annual Fee As defined in Clause 1.2.7 Authority As defined in Clause 1.1.1 Bank Guarantee As defined in Clause 1.2.4 Bid(s) As defined in the Disclaimer Bidders As defined in Clause 1.2.1 Bidding Documents As defined in Clause 1.1.6 Bidding Process As defined in Clause 1.2.1 Bid Due Date As defined in Clause 1.2.2 Bid Security As defined in Clause 1.2.4 Bid Validity Period As defined in Clause 2.15 Consortium As defined in Clause 2.1.1 Conflict of Interest As defined in Clause 2.1.10 Developer As defined in Clause 1.1.2 DBFOT As defined in Clause 1.1.1 Financial Capacity As defined in Clause 3.3.2 B Government Government of Karnataka Highest Bidder As defined in Clause 1.2.7 Instruction to Bidders (ITB) As defined in Clause 1.1.5 Project Development and Management As defined in Clause 1.1.2 Agreement Right As defined in Clause 1.1.4 Member Member of a Consortium Technical Capacity As defined in Clause 3.3.2.A Tie Bidders As defined in Clause 3.5.3

The words and expressions beginning with capital letters and defined in this document shall, unless the context otherwise requires, have the meaning ascribed thereto herein, shall, unless the context otherwise requires, have the meaning ascribed thereto therein.

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Selection of a Developer for Development of Luxury Resort and other Tourism Facilities at Manapalla Lake, Udupi District Instruction to Bidders Request for Proposal-Volume I

DISCLAIMER

The information contained in this Request for Proposal document (the “RFP”) or subsequently provided to Bidder(s), whether verbally or in documentary or any other form by or on behalf of the Authority or any of their employees or advisors, is provided to Bidder(s) on the terms and conditions set out in this RFP and such other terms and conditions subject to which such information is provided.

This RFP is not an agreement and is neither an offer nor invitation by the Authority to the prospective Bidders or any other person. The purpose of this RFP is to provide interested parties with information that may be useful to them in preparing their proposal pursuant to this RFP (the "Bid"). This RFP includes statements, which reflect various assumptions and assessments arrived at by the Authority in relation to the Project. Such assumptions, assessments and statements do not purport to contain all the information that each Bidder may require. This RFP may not be appropriate for all persons, and it is not possible for the Authority, its employees or advisors to consider the investment objectives, financial situation and particular needs of each party who reads or uses this RFP. The assumptions, assessments, statements and information contained in this RFP may not be complete, accurate, adequate or correct. Each Bidder should, therefore, conduct its own investigations and analysis and should check the accuracy, adequacy, correctness, reliability and completeness of the assumptions, assessments, statements and information contained in this RFP and obtain independent advice from appropriate sources.

Information provided in this RFP to the Bidder(s) is on a wide range of matters, some of which depends upon interpretation of law. The information given is not an exhaustive account of statutory requirements and should not be regarded as a complete or authoritative statement of law. The Authority accepts no responsibility for the accuracy or otherwise for any interpretation or opinion on law expressed herein.

The Authority, its employees and advisors make no representation or warranty and shall have no liability to any person, including any Bidder under any law, statute, rules or regulations or tort, principles of restitution or unjust enrichment or otherwise for any loss, damages, cost or expense which may arise from or be incurred or suffered on account of anything contained in this RFP or otherwise, including the accuracy, adequacy, correctness, completeness or reliability of the RFP and any assessment, assumption, statement or information contained therein or deemed to form part of this RFP or arising in any way in this Bidding Process.

The Authority also accepts no liability of any nature whether resulting from negligence or otherwise howsoever caused arising from reliance of any Bidder upon the statements contained in this RFP.

The Authority may in its absolute discretion, but without being under any obligation to do so, update, amend or supplement the information, assessment or assumptions contained in this RFP.

The issue of this RFP does not imply that the Authority is bound to select a Bidder or to appoint the Successful Bidder or Developer, as the case may be, for the Project and the Authority reserves the right to reject all or any of the Bidders or Bids without assigning any reason whatsoever.

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The Bidder shall bear all its costs associated with or relating to the preparation and submission of its Bid including but not limited to preparation, copying, postage, delivery fees, expenses associated with any demonstrations or presentations which may be required by the Authority or any other costs incurred in connection with or relating to its Bid. All such costs and expenses will remain with the Bidder and the Authority shall not be liable in any manner whatsoever for the same or for any other costs or other expenses incurred by a Bidder in preparation for submission of the Bid, regardless of the conduct or outcome of the Bidding Process.

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1. INTRODUCTION 1.1. Background

1.1.1. The Manapalla Development Committee (the “MDC”) is in possession of around 99 acres of area (including the Manapalla Lake) around the Manapalla Lake. MDC intends to undertake development of luxury resort and other tourism facilities in an area of about 39.2 acres surrounding the Manapalla Lake and development of the Lake Front at Manapalla Lake in an area of around 60 acres in order to attract the tourists in the region. Pursuant thereto, MDC has authorised Udupi Nirmithi Kendra (the “Authority” or UNK) for undertaking the development of luxury resort and other tourism facilities at Manapalla Lake, Udupi. The Authority is an agency sponsored by the Government of India and Government of Karnataka with the main mission to participate and implement plans of government and non-government agencies towards the well-being of the general public. As part of this endeavour, the Authority has decided to carry out a competitive and transparent bidding process for selection of a suitable entity as the Bidder who would undertake development of luxury resort and other tourism facilities at Manapalla Lake, Udupi District for a period of 30 (thirty) years through Public Private Partnership basis on a Design, Build, Finance, Operate and Transfer (DBFOT) framework (hereinafter referred to as the “Project”). A brief description of the Project may be seen in the Project Information Memorandum (PIM) provided as Volume III of this Bidding Document.

1.1.2. The Successful Bidder1 (the “Developer”) shall be responsible for design, finance, engineering, procurement, construction, operation and maintenance of the Project under and in accordance with the provisions of the project development and management agreement (the “Project Development and Management Agreement”/ “PDMA”) to be entered into between the Developer and the Authority in the form provided by the Authority as part of the Bidding Documents pursuant hereto.

1.1.3. The scope of work will include design, finance, engineering, procurement, construction, implementation, commissioning, operation & maintenance of the Project at Manapalla Lake, Udupi. Developer has the right to demand, charge, collect and retain the fees with respect to the Project at market driven rates and transfer the Project along with the Project Site and the Project facilities to the Authority or its authorised representative upon expiry in accordance with the provisions of draft Project Development and Management Agreement.

1.1.4. The draft PDIA sets forth the detailed terms and conditions for grant of the Right to the Developer, including the scope of the Developer’s services and obligations (the “Right”) and is provided as Volume II of this RFP.

1.1.5. The statements and explanations contained in this Instructions to Bidder (“ITB”) are intended to provide a proper understanding to the Bidders about the subject matter of this RFP and should not be construed or interpreted as limiting in any way or manner the scope of services and obligations

1 In case of the Selected Bidder is a Consortium, the PDIA is required to be executed by the Lead Member of the Consortium.

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of the Developer set forth in the draft Project Development and Management Agreement or the Authority’s right to amend, alter, change, supplement or clarify the scope of work, the Right to be awarded pursuant to this RFP or the terms there of or herein contained. Consequently, any omissions, conflicts or contradictions in the Bidding Documents including this Volume-I Instruction to Bidders are to be noted, interpreted and applied appropriately to give effect to this intent, and no claims on that account shall be entertained by the Authority.

1.1.6. The Authority shall receive Bids pursuant to this RFP in accordance with the terms set forth in this RFP and other documents to be provided by the Authority pursuant to this RFP (collectively the "Bidding Documents"), as modified, altered, amended and clarified from time to time by the Authority, and all Bids shall be prepared and submitted in accordance with such terms.

1.2. Brief Description of Bidding Process

1.2.1. The Authority invites eligible Bidders (“Bidders”) to submit their bids (“Bids”) for the Project electronically in the unified e-procurement platform of the Government of Karnataka www.eproc.karnataka.gov.in (hereinafter referred to as “E-Procurement Website”). The Authority has adopted a single stage process (the “Bidding Process”) for selection of the successful Bidder for award of the Project which expression shall, unless repugnant to the context include the members of the Consortium for the Project in accordance with the terms of this RFP.

A one-time registration in the e-Procurement platform is a pre-requisite for submission of Bids. If an interested Bidder is not already registered, it shall procure a digital signature certificate and get registered in e-Procurement platform. The Authority will not be held responsible for technical glitches in the desktop and internet connectivity services used by Bidders or in case of failure on part of the Bidder to EMD through E-Procurement Website, any documents as required to be submitted or for rejection of Bids by E-Procurement for whatsoever reasons. No correspondence shall be entertained by the Authority in this regard.

Contact information

For further clarifications, Please call Centralized e-Procurement Helpdesk on 080 – 25501216/25501227 (Timings: 9:00 am to 9:00 pm from Monday to Saturday including government holidays) to take support on Kannada and English Or Mail to Helpdesk: [email protected] or [email protected]

Training details

Training Date Training Venue Batches Training duration On all Govt of Karnataka Training room no.1, Gate no.2, 1 10:30 am to 1:30

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Training Date Training Venue Batches Training duration working Wednesday’s & M S Building, Bengaluru-01 pm Saturday’s 2 2:30 pm to 5:30 pm

Note: Enquiries regarding new payment options can be made on any working day at e-Procurement cell. (Room no. 141, Gate no.2, M S Building, Bengaluru – 01).

1.2.2. The Bidders are requested to submit their Bids in accordance with the Bidding Documents. The Bid shall be valid for a period of not less than 180 (one hundred and eighty) days from the date specified in Clause 1.3 for submission of Bids (the “Bid Due Date”).

1.2.3. The Bidding Documents include the Request for Proposal comprising Instruction to Bidder (ITB), the draft Project Development and Management Agreement and the Project Information Memorandum for the Project. The Bidding Documents and any addenda issued subsequent to this RFP, but before the Bid Due Date, will be deemed to form part of the Bidding Documents.

1.2.4. The Bidders are required to deposit, along with its Bid, a bid security (“Bid Security”) of Rs. 7,00,000/- (Rupees Seven Lakhs Only) refundable not later than 60 (sixty) days from the Bid Due Date, except in the case of the Successful Bidder whose Bid Security shall be retained till it has provided a Performance Security under the Project Development and Management Agreement. The Bidder shall furnish part of the Bid Security for an amount of Rs. 1,00,000/- (Rupees One lakh only) through E-Procurement Website, through any one of the following e-Payment options only.

1. Credit Card 2. Direct Debit 3. National Electronic Funds Transfer (NEFT) 4. Over the Counter (OTC) – designated ICICI Bank branches located across the country

The e-payment made under any of the above options shall remain valid for a period of 180 (One hundred and eighty) days from the Bid Due Date, or beyond any period of extension subsequently as determined by Authority from time to time. The Bid shall be summarily rejected if it is not accompanied by the Bid Security.

Please note that payment submitted through cheque or demand draft shall not be accepted. For further details regarding e-Payment, please refer to E-Procurement Website.

The Bidder will have an option to provide remaining Bid Security amount of Rs. 6,00,000/-(Rupees Six Lakhs Only) in the form of a bank guarantee ( the “Bank Guarantee”) acceptable to Authority, and in such event, the validity period of the bank guarantee shall not be less than 180 days from the Bid Due Date, inclusive of a claim period of 60 (sixty) days, and may be extended as may be mutually agreed between Authority and the Bidder from time to time. The

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Bid shall be summarily rejected if it is not accompanied by the Bid Security.

Terms of payment of Bid Security is further clarified and shown in the table below: (in Rs.) Sl. Through Through Bank Name of the Project Bid Security No e-payment Guarantee 1. Selection of a Developer for Development of Luxury Resort Rs. 7,00,000 Rs. 1,00,000 Rs. 6,00,000 and other Tourism Facilities at Manapalla Lake, Udupi District

1.2.5. Bidders are invited to examine the Project in detail, and to carry out, at their cost, such studies as may be required for submitting their Bid for award of the Project. The Project Information Memorandum (PIM) comprising details of the Project site and the existing facilities therein is provided as Volume III. PIM is being provided only as a preliminary reference document to the Bidders for information. Bidders are expected to carry out their own surveys, investigations and other detailed examination of the Project before submitting their Bids. Nothing contained in the PIM shall be binding on the Authority nor confers any right on the Bidders, and the Authority shall have no liability whatsoever in relation to or arising out of any or all contents of the PIM.

1.2.6. Bidders would need to submit the following sets of documents to be submitted through E-Procurement Website as part of their Bid;

a. Documents mentioned in Clause 2.10.1 - “Qualification Submissions” b. Technical Bid as mentioned in Clause 2.10.1 - “Technical Bid” c. Financial Bid as mentioned in Clause 2.10.1 - “Financial Bid”

The evaluation of the Bid submissions would be carried out in the following four steps. The Authority reserves the right to seek any document submitted in the E-Procurement Website in the form of hard copy for the purpose of clarification:

a. Step I: First step would involve opening of the Qualification Submission and Technical Bid and a test of responsiveness would be carried out as per the provisions of Clause 3.2 of the RFP. Those Bids found to be responsive would be considered for evaluation in the second step.

b. Step II: In the Second step, the evaluation of the information furnished by the Bidders relating to their eligible experience comprising Technical Capacity and Financial Capacity (“Eligibility Criteria”) would be undertaken as per Clause 3.3 of the RFP. The Bidders who meet the Eligibility Criteria and score 30 marks and above out of 50 marks as per Clause 3.4.1 would be considered as qualified bidders (the “Qualified Bidders”) for the next stage of evaluation.

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c. Step III: In the Third step, the Qualified Bidders shall be invited to make a presentation on the Technical Bid. Bidders would be given technical scores based on the marking criteria set out in Clause 3.4 below. Those Bidders scoring 60 marks and above shall be shall be declared as technically qualified bidders (the “Technically Qualified Bidder”) and shall be qualified for the next stage of evaluation.

d. Step IV: In the Fourth step, the Financial Bid of the Technically Qualified Bidders will be opened for opening. Bidder quoting the Highest Annual Fee shall be declared as the Successful Bidder.

1.2.7. Financial Bids are invited for the Project on the basis of the highest Annual Fee (“Annual Fee”) offered by the Bidder for award of the Project. The Annual Fee shall constitute the sole criteria for evaluation of the Financial Bids. Subject to the terms of this RFP, the Project will be awarded to the Bidder quoting the highest Annual Fee.

In this RFP, the term “Highest Bidder” shall mean the Bidder who is offering the highest Annual Fee.

1.2.8. Generally, the Highest Bidder shall be the Successful Bidder. The remaining Bidders shall be kept in reserve and may, in accordance with the process specified in this RFP and as explained in Clause 3.5.4, be invited to match the Financial Bid submitted by the Highest Bidder in case such Highest Bidder withdraws or is not selected for any reason. In the event that none of the other Bidders match the Bid of the Highest Bidder, the Authority may, in its discretion, invite fresh Financial Bids from all Bidders or annul the Bidding Process, as the case may be.

1.2.9. The Developer shall, during the term of the Project Development and Management Agreement, be entitled to appropriate the revenues from operation of the Plant in accordance with the terms of the Project Development and Management Agreement.

1.2.10. Any queries (including any discrepancy, ambiguity and error) or request for additional information concerning this RFP shall be submitted in writing and shall be submitted in writing or by fax/e-mail to the officer designated in Clause 2.10.4 below. The envelopes/communication shall clearly bear the following identification/ title:

Queries/Request for Additional Information: RFP for “Selection of a Developer for Development of Luxury Resort and other Tourism Facilities at Manapalla Lake, Udupi District”. Address: The Chairman Udupi Nirmithi Kendra Deputy Commissioner Office 'A' Block, 1st Floor, Rajathadri Complex, Manipal, Udupi- 576104,

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1.3. Schedule of Bidding Process

The Authority shall endeavour to adhere to the following schedule:

Sl No Event Description Date 1. Last date for receiving queries 21st September, 2015 up to 1500 Hours 2. Pre-Bid Meeting 25th September, 2015 at 1300 Hours 3. Authority response to queries 30th September, 2015 4. Bid Due Date 4th November, 2015 up to 1500 Hours 5. Opening of Qualification 6th November, 2015 at 1300 Hours Submissions and Technical Bid 6. Presentation on the Technical Bid Will be intimated to the Qualified Bidders 7. Opening of Financial Bid Will be intimated to the Technically Qualified Bidders 8. Issue of Letter of Award Will be awarded within 15 days of declaration of a Successful Bidder 9. Bid Validity Period 180 days from Bid Due Date 10. Letter of Award (LoA) Within 30 days of Bid Due Date 11. Signing of Project Development 45 days from the acknowledgement of LOA and Management Agreement

Venue of Pre-Bid Meeting: Udupi Nirmithi Kendra Deputy Commissioner Office 'A' Block , 1st Floor, Rajathadri Complex, Manipal, Udupi- 576104, Phone: +91 820-2527-600/900 Fax: +91 820-2527-600, E-mail: [email protected]

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2. TERMS OF BIDDING A. GENERAL

2.1. General terms of Bidding

2.1.1. In order to participate in the Bidding Process, the Bidder should be a single business entity (the “Single Business Entity”) or a group of single business entities (the “Consortium”) coming together to implement the Project. The term Bidder used herein would apply to a Single Business Entity or a Consortium.

A Single Business Entity shall mean a company incorporated under Companies Act, 1956/2013 or or a sole proprietorship firm registered under the Proprietorship Act, 1908 or a partnership firm registered under the Indian Partnership Act, 1932 or any combination of the above with a formal intent to enter into an agreement or under an existing agreement to form a Consortium. A Consortium shall be eligible for consideration subject to the conditions set out in Clause 2.1.3 below.

Note: If the Bidder is: i. A company, it should furnish copy of the certificate of incorporation and memorandum of association as a proof of identity. ii. A sole proprietorship firm, it should furnish copy of either the Sales/VAT/Service tax or IT returns for the last three financial years preceding the Proposal Due Date as a proof of identity. iii. A registered partnership firm, it should furnish a copy of the IT returns for the last three financial years preceding the Proposal Due Date copy of the registration certificate under the registrar of firms and a copy of the partnership deed executed between the partners as a proof of identity

2.1.2. A Bidder is eligible to submit only one Bid for the Project in response to this RFP. Any Bidder, who submits more than one Bid, will be disqualified and will also cause the disqualification of the Consortium of which it is a member.

2.1.3. Bids submitted by a Consortium should comply with the following additional requirements:

(a) The Bid should contain the information required from each member; (b) The Bid should include a description of the roles and responsibilities of the members; (c) The number of members in a Consortium would be limited to 2 (two) members, one of whom shall be designated as a Lead Member (the “Lead Member”) and other as Other Member; A Bidder who has applied for a Project in its individual capacity or as part of a Consortium cannot participate as a member of any other Consortium applying for the Project;

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(d) The members of the Consortium shall execute a Power of Attorney as per the format enclosed at Appendix VII. (e) The members of the Consortium shall enter into a Joint Bidding Agreement (“Jt. Bidding Agreement”) and submit the same with the Bid.

The Joint Bidding Agreement should, inter alia: (i) convey the intent of the members of the Consortium to enter into the Project Development and Management Agreement in case the Project is awarded to the Consortium. (ii) The Lead Member would enter into the Agreement with the Authority on behalf of the members of the Consortium and subsequently carry out all the responsibilities in terms of the Project Development and Management Agreement; (iii) clearly outline the proposed roles and responsibilities of each member of the Consortium; and (iv) include a statement to the effect that the members of the Consortium shall be jointly and severally liable for the management of the Project in accordance with the terms of the Project Development and Management Agreement.

(Note: A copy of the Joint Bidding Agreement should be submitted along with the Bid as per format provided in Appendix VIII. The Joint Bidding Agreement entered into between the members of the Consortium should be specific to Project and should fulfil the above requirements, failing which the Bid shall be considered non-responsive).

2.1.4. Notwithstanding anything to the contrary contained in this RFP, the detailed terms specified in the Project Development and Management Agreement shall have overriding effect; provided, however, that any conditions or obligations imposed on the Bidder hereunder shall continue to have effect in addition to its obligations under the Project Development and Management Agreement.

2.1.5. The Financial Bid should be furnished in electronic mode only, which shall be filled up by the Bidder in the format made available on the E-Procurement Platform. The specimen format of the Financial Bid is provided at Appendix IX. The Financial Bid should clearly indicate the bid amount in both figures and word, in Indian Rupees and signed by the Bidder’s authorised signatory. In the event of any difference between figures and words, higher of the two shall be considered for the purpose of evaluation. The Financial Bid shall consist of an Annual Fee offered by the Bidder.

2.1.1 The Bidder should submit a Power of Attorney as per the format at Appendix – VI, authorising the signatory of the Bid to commit the Bidder. In case the Bidder is submitting its Proposal as a Consortium, the Bidder should submit the Power of Attorney as per the format enclosed as Appendix VII. In case of a sole proprietorship firm, the Power of Attorney is not required to be submitted.

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2.1.6. Any condition or qualification or any other stipulation contained in the Bid submission shall render the Bid submission liable to rejection as a non-responsive Bid submission.

2.1.7. The Bid submission and all related correspondence and documents in relation to the Bidding Documents shall be in English language. Supporting documents and printed literature furnished by the Bidder with the Bid may be in any other language provided that they are accompanied by appropriate translations of the pertinent passages in the English language, duly authenticated and certified by the Bidder. Supporting materials, which are not translated into English, may not be considered. For the purpose of interpretation and evaluation of the Bid, the English language translation shall prevail.

2.1.8. The Bidding Documents including this RFP and all attached documents are and shall remain the property of the Authority and are transmitted to the Bidders solely for the purpose of preparation and the submission of a Bid in accordance herewith. Bidders are to treat all information as strictly confidential and shall not use it for any purpose other than for preparation and submission of their Bid. The Authority will not return any Bid or any information provided along therewith.

2.1.9. A Bidder shall not have a conflict of interest (the “Conflict of Interest”) that affects the Bidding Process. Any Bidder found to have a Conflict of Interest shall be disqualified. In the event of disqualification, the Authority shall forfeit and appropriate the Bid Security or Performance Security, as the case may be, as mutually agreed genuine loss and damages likely to be suffered and incurred by the Authority and not by way of penalty for, inter alia, the time, cost and effort of the Authority, including consideration of such Bidder’s Bid, without prejudice to any other right or remedy that may be available to the Authority hereunder and/ Project Development and Management Agreement or otherwise. Without limiting the generality of the above, a Bidder shall be considered to have a Conflict of Interest that affects the Bidding Process, if: a. the Bidder (or any constituent thereof) and any other Bidder thereof (or any constituent thereof) have common controlling shareholders or other ownership interest; provided that this disqualification shall not apply in cases where the direct or indirect shareholding of a Bidder thereof (or any shareholder thereof having a shareholding of more than 25% (twenty five per cent) of the paid up and subscribed share capital of such Bidder, as the case may be) in the other Bidder, is less than 25% (twenty five per cent) of the subscribed and paid up equity share capital thereof; provided further that this disqualification shall not apply to any ownership by a bank, insurance company, pension fund or a public financial institution referred to in section 73 of the Companies Act, 2013. For the purposes of this Clause 2.1.10, indirect shareholding held through one or more intermediate persons shall be computed as follows: (aa) where any intermediary is controlled by a person through management control or otherwise, the entire shareholding held by such controlled intermediary in any other person (the “Subject Person”) shall be taken into account for computing the shareholding of such controlling person in the Subject Person; and (bb) subject always to sub-clause (aa) above, where a person does not exercise control over an intermediary, which has shareholding in the Subject Person, the computation of indirect shareholding of such person in the Subject Person shall be undertaken on a proportionate

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basis; provided, however, that no such shareholding shall be reckoned under this sub-clause (bb) if the shareholding of such person in the intermediary is less than 26% of the subscribed and paid up equity shareholding of such intermediary; or b. a constituent of such Bidder is also a constituent of another Bidder; or c. such Bidder thereof receives or has received any direct or indirect subsidy, grant, concessional loan or subordinated debt from any other Bidder or has provided any such subsidy, grant, concessional loan or subordinated debt to any other Bidder ; or d. such Bidder has the same legal representative for purposes of this Bid as any other Bidder; or e. such Bidder , has a relationship with another Bidder , directly or through common third parties, that puts them in a position to have access to each other’s’ information about, or to influence the Bid of either or each of the other Bidder; or f. such Bidder has participated as a consultant to the Authority in the preparation of any documents, design or technical specifications of the Project.

2.1.10. This RFP is not transferable.

2.1.11. Any award of Right pursuant to this RFP shall be subject to the terms of Bidding Documents.

2.1.12. Any Entity that has been barred by the Central/any State Government, or any Entity controlled by Central/any State Government, from participating in any project (BOT or otherwise) , and the bar subsists as on the date of Bid, will not be eligible to submit a Bid.

2.1.13. A Bidder should in the last three years, have neither failed to perform on any contract, as evidenced by imposition of a penalty by an arbitral or judicial authority or a judicial pronouncement or arbitration award against the Bidder, nor been expelled from any project or contract nor have had any contract terminated for breach by such Bidder.

2.1.14. The following conditions shall be adhered to while submitting a Bid:

a. Bidders should attach clearly marked and referenced continuation sheets in the event that the space provided in the prescribed forms in the Annexes to Appendices is insufficient. Alternatively, Bidders may format the prescribed forms making due provision for incorporation of the requested information; and b. information supplied by a Bidder must apply to the Bidder named in the Bid ; c. Bidders should demonstrate their Eligibility Criteria in accordance with Clause 3.3 of this RFP.

2.1.15. By submitting the Bid, the Bidder shall also be deemed to have acknowledged and agreed that in the event of a change in control of a Consortium Member whose Technical Capacity and/or Financial Capacity was taken into consideration for the purposes of qualification under and in accordance with the RFP, the Bidder shall inform the Authority forthwith along with all relevant particulars about the same and the Authority may, in its sole discretion, disqualify the Bidder or

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withdraw the LoA from the Successful Bidder, as the case may be. In the event such change in control occurs after signing of the Project Development and Management Agreement, it would, notwithstanding anything to the contrary contained in the Project Development and Management Agreement, be deemed to be a breach thereof, and the Project Development and Management Agreement shall be liable to be terminated without the Authority being liable in any manner whatsoever to the Developer. In such an event, notwithstanding anything to the contrary contained in the Project Development and Management Agreement, the Authority shall forfeit and appropriate the Performance Security as mutually agreed genuine compensation and damages payable to the Authority for, inter alia, time, cost and effort of the Authority, without prejudice to any other right or remedy that may be available to the Authority hereunder or otherwise.

2.2. Cost of Bidding

2.2.1. The Bidders shall be responsible for all of the costs associated with the preparation of their Bids and their participation in the Bidding Process. The Authority will not be responsible or in any way liable for such costs, regardless of the conduct or outcome of the Bidding Process.

2.3. Site visit and verification of information

2.3.1. Bidders are requested to submit their Bid after visiting the Project Site and ascertaining for themselves the site conditions, location, surroundings, climate, availability of power, water and other utilities for construction, access to site, handling and storage of materials, weather data, applicable laws and regulations, and any other matter considered relevant to this Project..

2.3.2. It shall be deemed that by submitting a Bid, the Bidder has:

a. made a complete and careful examination of the Bidding Documents; b. received all relevant information requested from the Authority; c. acknowledged and accepted the risk of inadequacy, error or mistake in the information provided in the Bidding Documents or furnished by or on behalf of the Authority relating to any of the matters referred to in Clause 2.4.1 above; d. satisfied itself about all matters, things and information including matters referred to in Clause 2.4.1 herein above necessary and required for submitting an informed Bid, execution of the Project in accordance with the Bidding Documents and performance of all of its obligations there under; e. acknowledged and agreed that inadequacy, lack of completeness or incorrectness of information provided in the Bidding Documents or ignorance of any of the matters referred to in Clause 2.3.1 herein above shall not be a basis for any claim for compensation, damages, extension of time for performance of its obligations, loss of profits etc. from the Authority, or a ground for termination of the Project Development and Management Agreement; f. acknowledged that it does not have a conflict of interest; and g. agreed to be bound by the undertakings provided by it under and in terms hereof.

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2.3.3. The Authority shall not be liable for any omission, mistake or error on the part of the Bidder in respect of any of the above or on account of any matter or thing arising out of or concerning or relating to RFP, the Bidding Documents or the Bidding Process, including any error or mistake therein or in any information or data given by the Authority.

2.4. Verification and Disqualification

2.4.1. The Authority reserves the right to verify all statements, information and documents submitted by the Bidder in response to the RFP or the Bidding Documents and the Bidder shall, when so required by the Authority, make available all such information, evidence and documents as may be necessary for such verification. Any such verification or lack of such verification, by the Authority shall not relieve the Bidder of its obligations or liabilities hereunder nor will it affect any rights of the Authority thereunder.

2.4.2. The Authority reserves the right to reject any Bid and appropriate the Bid Security if:

a. at any time, a material misrepresentation is made or uncovered, or b. The Bidder does not provide, within the time specified by the Authority, the supplemental information sought by the Authority for evaluation of the Bid.

Such misrepresentation/improper response shall lead to the disqualification of the Bidder. If the Bidder is a Consortium, then the entire Consortium shall be disqualified/rejected. If such disqualification/rejection occurs after the Bids have been opened and the Highest Bidder gets disqualified /rejected, then the Authority reserves the right to:

(i) Invite the next best Bidders to submit Bids in accordance with Clause 3.5.4 and Clause 3.5.5; or (ii) Take any such measure as may be deemed fit in the sole discretion of the Authority, including annulment of the Bidding Process.

2.4.3. In case it is found during the evaluation or at any time before signing of the Project Development and Management Agreement or after its execution and during the period of subsistence thereof , including the Right thereby granted by the Authority, that one or more of the qualification conditions have not been met by the Bidder or the Bidder has made material misrepresentation or has given any materially incorrect or false information, the Bidder shall be disqualified forthwith if not yet appointed as the Developer either by issue of the LoA or entering into the Project Development and Management Agreement, and if the Bidder has already been issued the LoA or has entered into the Project Development and Management Agreement, as the case may be, the same shall, notwithstanding anything to the contrary contained therein or in this RFP, be liable to be terminated, by a communication in writing by the Authority to the Bidder, without the Authority being liable in any manner whatsoever to the Bidder or Developer, as the case may be. In such an event, the Authority shall forfeit and appropriate the Bid Security or Performance Security, as the case may be, as mutually agreed genuine compensation and damages payable to the Authority for,

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inter alia, time, cost and effort of the Authority, without prejudice to any other right or remedy that may be available to the Authority.

B. DOCUMENTS

2.5. Contents of the RFP

2.5.1. This RFP comprises the Disclaimer set forth herein above, the contents as listed below, and will additionally include any Addenda issued in accordance with Clause 2.8.

A. Instructions to Bidders (Volume I) Section 1. Introduction Section 2. Terms of Bidding Section 3. Evaluation of Bids Section 4. Fraud and Corrupt Practices Section 5. Pre-Bid Meeting Section 6. Miscellaneous

Appendices Appendix I-Letter of Bid Appendix II -Details of Bidder Appendix III -Technical Capacity of the Bidder along with Certificate from Statutory Auditor for Technical Capacity Appendix IV -Financial Capacity of the Bidder along with Certificate from Statutory Auditor for Financial Capacity Appendix V- Statement of Legal Capacity Appendix VI -Power of Attorney for signing of Bid Appendix VII- Power of Attorney for Lead Member of Consortium Appendix VIII- Joint Bidding Agreement Appendix IX -Format for Financial Bid Appendix X - Bank Guarantee format for Bid Security Appendix XI- Technical Bid Format

B. Draft Project Development and Management Agreement (Volume II)

C. Project Information Memorandum (Volume III)

2.6. Clarifications

2.6.1. Bidders requiring any clarification on the RFP may notify the Authority in writing or by fax and email to the address provided in Clause 1.2.10. They should send in their queries on or before the date mentioned in the Schedule of Bidding Process specified in Clause 1.3. The Authority shall endeavour to respond to the queries within the period stipulated therein, but not later than 15

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(fifteen) days prior to the Bid Due Date. The responses will be uploaded in the E-procurement Website without identifying the source of queries.

2.6.2. The Authority shall endeavour to respond to the questions raised or clarifications sought by the Bidders. However, the Authority reserves the right not to respond to any question or provide any clarification, in its sole discretion, and nothing in this Clause 2.6 shall be taken or read as compelling or requiring the Authority to respond to any question or to provide any clarification.

2.6.3. The Authority may also on its own motion, if deemed necessary, issue interpretations and clarifications to all Bidders. All clarifications and interpretations issued by the Authority shall be deemed to be part of the Bidding Documents. Verbal clarifications and information given by Authority or its employees or representatives shall not in any way or manner be binding on the Authority.

2.7. Amendment of RFP

2.7.1. At any time prior to the Bid Due Date, the Authority may, for any reason, whether at its own initiative or in response to clarifications requested by a Bidder, modify the RFP by the issuance of Addenda. Any Addendum issued hereunder will be published in E-Procurement Website and the published details shall be binding on the participating Bidders.

2.7.2. In order to provide the Bidders a reasonable time for taking an Addendum into account, or for any other reason, the Authority may, at its own discretion, extend the Bid Due Date. Information about extension of the Bid Due Date will be published in the E-Procurement Website.

C. PREPARATION AND SUBMISSION OF BIDS

2.8. Format and Signing of Bid

2.8.1. The Bidder shall provide all the information sought under this RFP. The Authority will evaluate only those Bids that are received in the required formats and complete in all respects. Incomplete and/or conditional Bids shall be liable to rejection.

2.8.2. The Bid shall be typed or written in indelible ink and signed by the authorised signatory of the Bidder who shall also initial each page, in blue ink. In case of printed and published documents, only the cover shall be initialled. All the alterations, omissions, additions or any other amendments made to the Bid shall be initialled by the person(s) signing the Bid.

2.8.3. All the documents of the Bid submitted in electronic mode under this RFP shall be uploaded on E-procurement website: www.eproc.karnataka.gov.in using digital signature.

2.8.4. The Bids shall be typed or written in indelible ink and signed by the Authorized Signatory (the “Authorized Signatory”) of the Bidder who shall also initial each page, in blue ink. In case of

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printed and published Documents, only the cover shall be initialled. The person signing the Bid shall initial all the alterations, omissions, additions, or any other amendments made to the Bid. The Bids must be properly signed by the Authorized signatory as detailed below: i. by the proprietor or a duly authorized person holding the Power of Attorney, in case of a proprietary firm; or ii. by a duly authorized person holding the Power of Attorney, in case of a Company; or iii. by the partner or a duly authorized person holding the Power of Attorney, in case of a partnership firm.

2.8.5. A copy of the Power of Attorney certified by the authorized signatory of the Bidder in the form specified in Appendix VI or VII, as the case may be, should accompany the Bids.

2.9. Submission of Bid

2.9.1. The Bidder shall submit the following documents in the electronic mode using their digital signature in the correct slots in E-Procurement Website before the Bid Due Date. The documents accompanying the Bid(s) submission shall include.

“Qualification Submissions” comprising the following documents:

a. Scanned copy of the Letter of Bid in the prescribed format Appendix - I; b. Scanned copy of the Details of the Bidder provided at Appendix II; c. Scanned copy of the Technical Capacity of the Bidder provided at Appendix III, along with Certificate from the Statutory Auditor for Technical Capacity; d. Scanned copy of the Financial Capacity of the Bidder provided at Appendix IV, along with Certificate from the Statutory Auditor for Financial Capacity; e. Scanned copy of the Letter of Legal Capacity in the format provided at Appendix V; f. Scanned copy of the Power of Attorney for signing of Bid in the prescribed format (Appendix – VI); g. Scanned copy of the Power of Attorney for Lead Member of Consortium, if any, as per the format at Appendix VII; h. Scanned copy of the Jt. Bidding Agreement, in case of a Consortium substantially in the format at Appendix VIII; i. Scanned copy of the Bid Security in the form of Bank Guarantee acceptable to the Authority in the format prescribed in Appendix X; j. In case of a company, it should furnish scanned copy of the certificate of incorporation and memorandum of association as a proof of identity; k. In case of a sole proprietorship firm, it should furnish scanned copy of either the Sales/VAT/Service tax or IT returns for the last three financial years preceding the Proposal Due Date as a proof of identity; l. In case of a registered partnership firm, it should furnish scanned copy of the IT returns for the last three financial years preceding the Proposal Due Date copy of the registration certificate

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under the registrar of firms and a copy of the partnership deed executed between the partners as a proof of identity; m. Scanned copy of the Bidder’s duly audited annual reports and financial statements (balance sheets and profit and loss account) for the preceding 5 (five) years and n. Scanned copy of the draft Project Development and Management Agreement with each page initialled by the person signing the Bid in pursuance of the Power of Attorney referred to in sub-clause (d) hereinabove.

Envelope -2: “Technical Bid”

Scanned copy of the Technical Bid in the format provided at Appendix XI.

Envelope -3: “Financial Bid”

Scanned copy of the Financial Bid as per the format provided at Appendix IX.

2.9.2. Bids submitted by fax, telex, telegram or e-mail shall not be entertained and shall be rejected.

2.10. Bid Due Date

2.10.1. Bids should be submitted in electronic mode in the E-Procurement Website on or before date and time specified in Clause 1.3. Bids submitted by either facsimile transmission or telex will not be acceptable.

2.10.2. The Authority may, in its sole discretion, extend the Bid Due Date by issuing an Addendum in accordance with Clause 2.7 uniformly for all Bidders.

2.11. Late Bids

Bids received by the Authority after the specified time on the Bid Due Date shall not be eligible for consideration and shall be summarily rejected.

2.12. Contents of the Financial Bid

2.12.1. The Financial Bid shall consist of Annual Fee to be quoted by the Bidder in the format provided at Appendix – IX. The Bidder shall specify (in Indian Rupees) the Annual Fee, payable by the Bidder to the Authority, in accordance with this RFP and the provisions of the Project Development and Management Agreement.

2.12.2. The Project will be awarded to the Bidder quoting the Highest Annual Fee in accordance with the procedure described in the Clause 3.5.

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2.12.3. The opening of Bids and acceptance thereof shall be substantially in accordance with this RFP.

2.13. Modifications/ Substitution/ Withdrawal of Bids

2.13.1. The Bidder may modify, substitute or withdraw its Bid electronically on E-Procurement platform prior to Bid Due Date.

2.13.2. Withdrawal of a Bid during the interval between the Bid Due Date and expiration of the Bid Validity Period would result in forfeiture of the Bid Security.

2.14. Rejection of Bids

2.14.1. The Authority reserves the right to accept or reject all or any of the Bids and to annul the Bidding Process at any time without assigning any liabilities or any reason whatsoever. It is not obligatory for the Authority to accept any Bid or to give any reasons for their decision.

2.14.2. The Authority reserves the right not to proceed with the Bidding Process at any time, without notice or liability, and to reject any Bid without assigning any reasons.

2.15. Validity of Bids

The Bids shall be valid for a period of not less than 180 (one hundred and eighty) days from the Bid Due Date (the “Bid Validity Period”). The Bid Validity Period may be extended by mutual consent of the respective Bidders and the Authority.

2.16. Confidentiality

Information relating to the examination, clarification, evaluation and recommendation for the Bidders shall not be disclosed to any person who is not officially concerned with the process or is not a retained professional advisor advising the Authority in relation to, or matters arising out of, or concerning the Bidding Process. The Authority will treat all information, submitted as part of the Bid, in confidence and will require all those who have access to such material to treat the same in confidence. The Authority may not divulge any such information unless it is directed to do so by any statutory entity that has the power under law to require its disclosure or is to enforce or assert any right or privilege of the statutory entity and/or the Authority.

2.17. Correspondence with the Bidder

The Authority shall not entertain any correspondence with any Bidder in relation to acceptance or rejection of any Bid.

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D. BID SECURITY

2.18. Bid Security

2.18.1. The Bidder shall submit as part of its Bid, a Bid Security of an amount of Rs. 7,00,000/- (Rupees Seven Lakhs Only) as set out in Clause 1.2.4.

2.18.2. The Authority shall not be liable to pay any interest on the Bid Security deposit so made and the same shall be interest free. The validity period of the Bank Guarantee shall not be less than 180 (one hundred and eighty) days from the Bid Due Date, inclusive of a claim period of 60 (sixty) days, and may be extended as may be mutually agreed between the Authority and the Bidder.

2.18.3. Any Bid not accompanied by the Bid Security shall be rejected by the Authority as non-responsive. Save and except as provided in Clause 1.2.4, the Bid Security of unsuccessful Bidders will be returned by the Authority, without any interest, as promptly as possible on acceptance of the Bid of the Successful Bidder or when the Bidding process is cancelled by the Authority, and in any case within 60 (sixty) days from the Bid Due Date.

2.18.4. The Successful Bidder’s Bid Security will be returned, without any interest, upon the Bidder signing the Project Development and Management Agreement and furnishing the Performance Security accordance with the provisions thereof.

2.18.5. The Authority shall be entitled to forfeit and appropriate the Bid Security as mutually agreed genuine losses/damages to the Authority in any of the events specified in Clause 2.19.6 herein below. The Bidder, by submitting its Bid pursuant to this RFP, shall be deemed to have acknowledged and confirmed that the Authority will suffer loss and damage on account of withdrawal of its Bid or for any other default by the Bidder during the Bid Validity Period. No relaxation of any kind on Bid Security shall be given to any Bidder.

2.18.6. The Bid Security shall be forfeited and appropriated by the Authority as mutually agreed genuine compensation and damages payable to the Authority for, inter alia, time, cost and effort of the Authority without prejudice to any other right or remedy that may be available to the Authority hereunder or otherwise, under the following conditions:

a. If a Bidder submits a non-responsive Bid; b. If a Bidder engages in a corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice as specified in Section 4 of this RFP; c. If a Bidder withdraws its Bid during the period of Bid Validity Period as specified in this RFP and as extended by the mutual consent of the respective Bidder(s) and the Authority; d. If the Bidder fails to sign and return the duplicate copy of LoA. e. If the Successful Bidder fails to sign the Project Development and Management Agreement and/or fails to furnish the Performance Security within the period prescribed there for in the Project Development and Management Agreement.

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f. In case the Successful Bidder, having signed the Project Development and Management Agreement, commits any breach thereof prior to furnishing the Performance Security.

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3. EVALUATION OF BIDS

3.1. Opening and Evaluation of Bids

3.1.1. The Authority shall open the Bids as per the Schedule of Bidding process specified in Clause 1.3, at the place specified in Clause 1.2.10 and in the presence of the Bidders who choose to attend.

3.1.2. The Authority will examine and evaluate the Bids in the manner set out in Clause 1.2.6 and in accordance with the provisions set out in this Section 3.

3.1.3. To facilitate evaluation of Bids, the Authority may, at its sole discretion, seek clarifications in writing from any Bidder regarding its Bid.

3.1.4. Any information contained in the Bid shall not in any way be construed as binding on the Authority, its agents, successors or assigns, but shall be binding against the Bidder if the Project is subsequently awarded to it under the Bidding Process on the basis of such information.

3.1.5. The Authority reserves the right not to proceed with the Bidding Process at any time without notice or liability and to reject any Bid without assigning any reasons.

3.2. Tests of responsiveness

3.2.1. Prior to evaluation of Bids, the Authority shall determine whether each Bid is responsive to the requirements of the RFP. A Bid shall be considered responsive only if: a. it is received as per the format at Appendix - I to Appendix XI and its annexes along with supporting documents; b. is received through E-Procurement Website as stipulated in Clause 2.9. c. it is received by the Bid Due Date including any extension thereof pursuant to Clause 2.10.2; d. it is accompanied by valid Bid Security as specified in clause 1.2.4 & 2.18; e. it is accompanied by the Jt. Bidding Agreement (for Consortium), specific to the Project, as stipulated in Clause 2.1.3. f. it is accompanied by the Power(s) of Attorney as specified in this RFP; g. it contains all the information (complete in all respects) as requested in this RFP and/or Bidding Documents (in formats same as those specified); h. It provides information in reasonable detail. (“Reasonable Detail” means that, but for minor deviations, non-material, non – conformities, the information can be reviewed and evaluated by Authority without communication with the Bidder). Authority reserves the right to determine whether the information has been provided in reasonable detail; i. It is accompanied by Technical Bid as per the format provided in Appendix – XI j. It does not contain any condition or qualification; and k. It is not non-responsive in terms hereof.

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3.2.2. The Authority reserves the right to reject any Bid which is non-responsive and no request for alteration, modification, substitution or withdrawal shall be entertained by the Authority in respect of such Bid.

3.3. Evaluation of Eligibility Criteria

3.3.1. Only those Bidders who’s Bids are responsive in accordance with provisions of Clause 3.2 above shall be considered for evaluation under this Clause 3.3. Bids of a single business entity/consortium who do not meet these criteria shall be rejected.

3.3.2. The Bidders’ competence and capacity is proposed to be established based on the following eligibility criteria (Eligibility Criteria).

A Technical Capacity

The Bidder shall demonstrate their experience (the “Technical Capacity”) as set out below:

i. The Bidder should have developed one three star or above category of Hotel and operated and managed it for at least a continuous period of 2 (two) years during the last 5 (five) Financial Years preceding the Bid Due Date.

OR

ii. The Bidder should have developed a resort with an area of minimum 2(acres) and operated and managed it for at least a continuous period of 2 (two) years during the last 5 (five) Financial Years preceding the Bid Due Date.

Note: 1. In case the Bidder is a Consortium, the experience of both the Lead Member as well as the Other Member shall be considered for the purpose of evaluation of Technical Capacity above. 2. Technical Capacity of parent/subsidiary/associate company (ies) of the Bidder would not be considered for evaluation. 3. For the project submitted by the Bidder, the Bidder is required to submit the following supporting documents: i) In case the hotel or resort is owned, developed and operated & management by the Bidder himself, copy of the of trade license from concerned local body, Municipality, Corporation etc. and copy of VAT Registration Certificate ii) In case the development of hotel/resort is undertaken for a third party, a copy of completion certificate from the client evidencing the experience of undertaking development of Hotel/Resort

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iii) In case the operation and management of hotel/resort is undertaken for a third party, a copy of agreement entered with the Client for evidencing operation and management of Hotel/Resort and iv) Certificate from a Statutory Auditor in the format provided at Appendix III.

B Financial Capacity

The Bidder should have the following financial capacity (the “Financial Capacity”).

i. The Bidder shall have a minimum Networth of Rs. 3,25,00,000/- (Rupees Three Crores and Twenty Five Lakhs Only) as at the end of the most recent financial year preceding the Bid Due Date (i.e. Financial Year 2014-15) and

ii. The Bidder shall have a minimum Average Annual Turnover of Rs. 13,00,00,000/- (Rupees Thirteen Crores Only) from the last three completed financial Years preceding the Bid Due Date (i.e. Financial Year 2014-15, 2013-14, 2012-13) .

Note 1. In case the Bidder is a Consortium, the Financial Capacity of both the Lead Member as well as the Other Member shall be considered for the purpose of evaluation of Financial Capacity. 2. Financial Capacity of parent/subsidiary/associate company (ies) of the Bidder would not be considered for evaluation. 3. For demonstrating the Financial Capacity, the Bidder is required to submit i) Audited annual financial statements of the Bidder for the financial year immediately preceding the Proposal Due Date. In case the annual accounts for the latest financial year are not audited and therefore the Bidder could not make it available, the Bidder shall give an undertaking to that effect and the statutory auditor shall certify the same. In such a case, the Bidder may provide the unaudited Annual Accounts (with Schedules) for the latest financial year. In any case, the Audited Annual Financial Statements for the year preceding the latest financial year would have to be provided, failing which the Proposal will be rejected as non-responsive and ii) Certificate from a Statutory Auditor in the format provided at Appendix IV.

3.4. Evaluation of Technical Bid

3.4.1. The Technical Bid of the Bidders which are adjudged as responsive in terms of Clause 3.2.1 and fulfil the conditions of eligibility in terms with Clause 3.3.2 will be evaluated in accordance with the parameters set out in the table below:

Sl No Parameter Evaluation Criteria Maximum Marks 1. During the last 5 FYs 1 Hotel = 20 marks 30

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Sl No Parameter Evaluation Criteria Maximum Marks preceding the BDD More than 1 hotel = 5 marks for each i) Developed a hotel of 3 star additional hotel developed subject to a category or above maximum of 10 marks OR OR ii) Developed a resort with an 1 resort = 20 marks area of minimum 2 acres More than 1 resort = 5 marks for each additional resort developed subject to a maximum of 10 marks 2. For a continuous period of at 2 years = 10 marks 20 least 2 FYs during the last 5 More than 2 years = 5 marks for each FYs preceding the BDD additional year of operation and i) Operated & managed 3 star maintenance of Hotel subject to a or above category of hotel maximum of 10 marks OR OR ii) Operated & managed 2 years = 10 marks resort with an area of More than 2 years = 5 marks for each minimum 2 acres additional year of operation and maintenance of Resort subject to a maximum of 10 marks Total 50

3.4.2. The Bidders who score 30 marks and above out of 50 marks (the “Qualified Bidders”) would be required to make a presentation on their Technical Bids to the Technical Evaluation Committee to be constituted by the Authority (the “Technical Evaluation Committee”). The presentation on the Technical Bid by the Bidder shall not exceed more than 15 minutes.

3.4.3. The Authority shall understand the proposed project facilities the Bidder is intending to develop on the Project Site. The Technical Evaluation Committee constituted by the Authority shall give marks in accordance with the parameters set out in the table below:

Sl No Parameter Evaluation Criteria Maximum Marks 1. Architectural  Design Concept for project 15 Design  Orientation with respect to lake and overall massing & scale  Design response to immediate surroundings and articulation of linkages – both visual and physical with the natural landscape.  Eco-sensitive approach for development ensuring minimum disturbance to the flora and fauna.

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 Integration of the proposed development with the existing structures, neighborhoods and other proposed developments within the site. 2. Construction  Overall Construction Phasing Plan 15 Methodology  Construction Methodology  Use of eco-friendly technologies / materials and temporary structures. 3. Landscaping  Integration of proposed development with 15 the lake through softscaping/ hardscaping  Ecologically sustainable solutions to preserve biodiversity and minimal disturbance to the surroundings  Circulation network integrating various site components  Landscape lighting solutions 4. Design of  Description of mechanism involved for 5 Services  Lighting  Ventilation  Sewerage  Drainage Total 50

3.4.4. Bidders are advised that selection and the allotment of marking will be entirely at the discretion of the Authority. Bidders will be deemed to have understood and agreed that no explanation or justification on any aspect of the Bidding Process or selection or marking will be given.

3.4.5. Any information contained in the Proposal shall not in any way be construed as binding on the Authority, its agents, successors or assigns, but shall be binding against the Bidder if the Project is subsequently awarded to it.

3.4.6. The Proposals of the Bidders: i. which are found to be in conformance with the criteria specified at Clause 3.2.2; and ii. which have been awarded a total of at least 60 marks out of 100 in accordance with the parameters set out in Clause 3.4. shall be considered for opening of the Financial Proposal (“Technically Qualified Bidders”).

3.4.7. The total marks awarded to the Qualified Bidder as per Clause 3.3.3 of the RFP shall be the

Technical Score (ST) of the Bidder.

3.4.8. The Financial Proposals of only the Technically Qualified Bidders shall be considered for further evaluation in the manner set out in Clause 3.5 below.

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3.5. Evaluation of Financial Bid

3.5.1. In this stage, the Financial Bid of all the Technically Qualified Bidders will be opened at the date and time to be intimated to the Technically Qualified Bidder in presence of the Bidders’ representatives who choose to attend.

3.5.2. The Authority will determine whether the Financial Bids are complete, unqualified and unconditional. The Annual Fee indicated in the Financial Bid shall be deemed as final and the Bidder offering the Highest Annual Fee as per Clause 2.12 to the Authority shall be declared as the Successful Bidder (the “Selected Bidder”).

3.5.3. In the event that two or more Bidders quote the same amount of Annual Fee, (the "Tie Bidders"), the Authority shall identify the Successful Bidder by draw of lots, which shall be conducted, with prior notice, in the presence of the Tie Bidders who choose to attend.

3.5.4. In the event that the Highest Bidder withdraws or is not selected for any reason in the first instance (the “first round of bidding”), the Authority may invite all the remaining Bidders to revalidate or extend their respective Bid Security, as necessary, and to match the Financial Bid of the aforesaid Highest Bidder (the “second round of bidding”). If in the second round of bidding, only one Bidder matches the Highest Bidder, it shall be the Successful Bidder. If two or more Bidders match the said Highest Bidder in the second round of bidding, then the Bidder whose Financial Bid was higher as compared to other Bidder(s) in the first round of bidding shall be the Successful Bidder. For example, if the third and fifth Highest Bidders in the first round of bidding offer to match the said Highest Bidder in the second round of bidding, the said third Highest Bidder shall be the Successful Bidder.

3.5.5. In the event that no Bidder offers to match the Highest Bidder in the second round of bidding, the Authority may, in its discretion, invite fresh Financial Bids (the “third round of bidding”) from all Bidders except Highest Bidder of the first round of bidding, or annul the Bidding Process, as the case may be. In case the Bidders are invited in the third round of bidding to revalidate or extend their Bid Security, as necessary, and offer fresh Financial Bids, they shall be eligible for submission of fresh Financial Bids provided, however, that in such third round of bidding only such Financial Bids shall be eligible for consideration which are higher than the Financial Bid of the second Highest Bidder in the first round of bidding.

3.5.6. After selection, a Letter of Award (the “LoA”), shall be issued, in duplicate, by the Authority to the Successful Bidder and the Successful Bidder shall, within 7 (seven) days of the receipt of the LOA, sign and return the duplicate copy of the LOA in acknowledgement thereof. In the event the duplicate copy of the LoA duly signed by the Successful Bidder is not received by the stipulated date, the Authority may, unless it consents to extension of time for submission thereof, appropriate the Bid Security of such Bidder as mutually agreed genuine loss and damage suffered by the Authority on account of failure of the Successful Bidder to acknowledge the LoA.

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3.5.7. The Successful Bidder shall execute the Project Development and Management Agreementwithin 45 (forty five) days of the acknowledgement of LoA. The Successful Bidder shall not be entitled to seek any deviation in the Project Development and Management Agreement.

3.5.8. Failure of the Successful Bidder to comply with the requirements of Clause 3.5.6 shall constitute sufficient grounds for the annulment of the LoA, and forfeiture of the Bid Security. In such an event, the Authority reserves the right to take any such measure as may be deemed fit in the sole discretion of the Authority, including annulment of the Bidding Process.

3.6. Contacts during Bid Evaluation

Bids shall be deemed to be under consideration from the time immediately after they are opened until such time the Authority makes official intimation of award/rejection to the Bidders. While the Bids are under consideration, Bidders and/or their representatives or other interested parties are advised to refrain from contacting by any means, the Authority and/or their employees/representatives on matters related to the Bids under consideration.

3.7. Performance Security

The Successful Bidder shall, at the time of execution of the Project Development and Management Agreementfurnish a performance security (the “Performance Security”) for an amount of Rs.65,00,000/- (Rupees Sixty Five Lakhs Only) by way of an irrevocable Bank Guarantee issued by a Nationalised Bank or a Scheduled Bank in India in favour of “Chairman, Udupi Nirmithi Kendra”, payable at Udupi and as required under the Project Development and Management Agreement.

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4. FRAUD AND CORRUPT PRACTICES

4.1 The Bidders and their respective officers, employees, agents and advisers shall observe the highest standard of ethics during the Bidding Process and subsequent to the issue of the LoA and during the subsistence of the Project Development and Management Agreement. Notwithstanding anything to the contrary contained herein, or in the LoA or the Project Development and Management Agreement, the Authority shall reject a Bid, withdraw the LoA, or terminate the Project Development and Management Agreement, as the case may be, without being liable in any manner whatsoever to the Bidder or Developer, as the case may be, if it determines that the Bidder or Developer, as the case may be, has, directly or indirectly or through an agent, engaged in corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice in the Bidding Process. In such an event, the Authority shall forfeit and appropriate the Bid Security or Performance Security, as the case may be, as mutually agreed genuine compensation and damages payable to the Authority towards, inter alia, time, cost and effort of the Authority, without prejudice to any other right or remedy that may be available to the Authority hereunder or otherwise.

4.2 Without prejudice to the right of the Authority under Clause 4.1 herein above and the right and remedies which the Authority may have under the LoA or the Project Development and Management Agreement, if a Bidder or Developer, as the case may be, is found by the Authority to have directly or indirectly or through an agent, engaged or indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice during the Bidding Process, or after the issue of the LoA or the execution of the Project Development and Management Agreement, such Bidder or Developer shall not be eligible to participate in any tender or RFP issued by the Authority during a period of 2 (two) years from the date such Bidder or Developer, as the case may be, is found by the Authority to have directly or indirectly or through an agent, engaged or indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practices, as the case may be.

4.3 For the purposes of this Clause 4, the following terms shall have the meaning herein after respectively assigned to them:

a. “corrupt practice” means (i) the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence the actions of any person connected with the Bidding Process (for avoidance of doubt, offering of employment to or employing or engaging in any manner whatsoever, directly or indirectly, any official of the Authority who is or has been associated in any manner, directly or indirectly with the Bidding Process or the LoA or has dealt with matters concerning the Project Development and Management Agreementor arising there from, before or after the execution thereof, at any time prior to the expiry of one year from the date such official resigns or retires from or otherwise ceases to be in the service of the Authority, shall be deemed to constitute influencing the actions of a person connected with the Bidding Process); or (ii) engaging in any manner whatsoever, whether during the

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Bidding Process or after the issue of the LoA or after the execution of the Project Development and Management Agreement, as the case may be, any person in respect of any matter relating to the Project or the LoA or the Project Development and Management Agreement, who at any time has been or is a legal, financial or technical adviser of the Authority in relation to any matter concerning the Project;

b. “fraudulent practice” means a misrepresentation or omission of facts or suppression of facts or disclosure of incomplete facts, in order to influence the Bidding Process ;

c. “coercive practice” means impairing or harming, or threatening to impair or harm, directly or indirectly, any person or property to influence any person’s participation or action in the Bidding Process;

d. “undesirable practice” means (i) establishing contact with any person connected with or employed or engaged by the Authority with the objective of canvassing, lobbying or in any manner influencing or attempting to influence the Bidding Process; or (ii) having a Conflict of Interest; and

e. “Restrictive practice” means forming a cartel or arriving at any understanding or arrangement among Bidders with the objective of restricting or manipulating a full and fair competition in the Bidding Process.

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5. PRE-BID MEETING

5.1 A Pre-Bid meeting of the Bidders shall be convened at the designated date, time and place as mentioned in Clause 1.3. A maximum of three representatives of each Bidder shall be allowed to participate on production of authority letter from the Bidder.

5.2. During the course of the Pre-Bid meeting, the Bidders will be free to seek clarifications for consideration of the Authority. The Authority shall endeavour to provide clarifications and such further information as it may, in its sole discretion, consider appropriate for facilitating a fair, transparent and competitive Bidding Process. The Authority will upload its responses in the E-procurement Website, including a description of the enquiry without identifying its source.

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6. MISCELLANEOUS

6.1 The Bidding Process shall be governed by, and construed in accordance with, the laws of India and the Courts at Udupi shall have exclusive jurisdiction over all disputes arising under, pursuant to and/or in connection with the Bidding Process.

6.2 The Authority, in its sole discretion and without incurring any obligation or liability, reserves the Right, at any time, to;

a. suspend and/or cancel the Bidding Process and/or amend and/or supplement the Bidding Process or modify the dates or other terms and conditions relating thereto; b. consult with any Bidder in order to receive clarification or further information; c. retain any information and/or evidence submitted to the Authority by, on behalf of, and/or in relation to any Bidder; and/or d. Independently verify, disqualify, reject and/or accept any and all submissions or other information and/or evidence submitted by or on behalf of any Bidder.

6.3 It shall be deemed that by submitting the Bid, the Bidder agrees and releases the Authority, its employees, agents and advisers, irrevocably, unconditionally, fully and finally from any and all liability for claims, losses, damages, costs, expenses or liabilities in any way related to or arising from the exercise of any right and/or performance of any obligations hereunder, pursuant hereto and/or in connection herewith and waives any and all right and/or claims it may have in this respect, whether actual or contingent, whether present or future.

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A. APPENDIX I - Letter of Bid (To be submitted on the letter head of the Bidder) Dated: To The Chairman Udupi Nirmithi Kendra Deputy Commissioner Office 'A' Block , 1st Floor, Rajathadri Complex, Manipal, Udupi- 576101, Phone: +91 820-2527-600/900 Fax: +91 820-2527-600, E-mail: [email protected]

Sub: Bid for Selection of a Developer for Development of Luxury Resort and other Tourism Facilities at Manapalla Lake, Udupi District

1 With reference to your RFP document dated *****2 I, having examined the Bidding Documents and understood their contents, hereby submit my/our Bid for the Project. The Bid is unconditional and unqualified.

2 I acknowledge that the Authority will be relying on the information provided in the Bid and the documents accompanying the Bid for selection of the Developer for the aforesaid Project, and we certify that all information provided therein is true and correct; nothing has been omitted which renders such information misleading; and all documents accompanying the Bid are true copies of their respective originals.

3 This statement is made for the express purpose of our selection as Developer for the design, finance, construction and operation and maintenance of the aforesaid Project.

4 I shall make available to the Authority any additional information it may find necessary or require to supplement or authenticate the Bid.

5 I acknowledge the right of the Authority to reject our Bid without assigning any reason or otherwise and hereby waive, to the fullest extent permitted by applicable law, our right to challenge the same on any account whatsoever.

6 I certify that in the last three years, we have neither failed to perform on any contract, as evidenced by imposition of a penalty by an arbitral or judicial pronouncement or arbitration award, nor been expelled from any project or contract by any public authority nor have any contract terminated by any public authority for breach on our part.

2 All blank spaces shall be suitably filled up by the Bidder to reflect the particulars relating to each Bidder.

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7 I declare that: a. I have examined and have no reservations to the Bidding Documents, including any Addendum issued by the Authority; b. I do not have any conflict of interest in accordance with Clauses 2.1.10 of the RFP document; and c. I have not directly or indirectly or through an agent engaged or indulged in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice, as defined in Clause 4.3 of the RFP document, in respect of any tender or request for proposal issued by or any agreement entered into with the Authority or any other public sector enterprise or any government, Central or State; d. I hereby certify that we have taken steps to ensure that in conformity with the provisions of Section 4 of the RFP, no person acting for us or on our behalf has engaged or will engage in any corrupt practice, fraudulent practice, coercive practice, undesirable practice or restrictive practice; and e. the undertakings given by us along with the Bid in response to the RFP for the Project were true and correct as on the date of making the Bid and are also true and correct as on the Bid Due Date and I/we shall continue to abide by them.

8 I understand that you may cancel the Bidding Process at any time and that you are neither bound to accept any Bid that you may receive nor to invite the Bidders to Bid for the Project, without incurring any liability to the Bidders, in accordance with Clause 2.14 of the RFP.

9 I believe that we satisfy the Eligibility Criteria (Technical Capacity and Financial Capacity) and meet(s) the requirements as specified in the RFP.

10 I certify that in regard to matters other than security and integrity of the country, we have not been convicted by a Court of Law or indicted or adverse orders passed by a regulatory authority which could cast a doubt on our ability to undertake the Project or which relates to a grave offence that outrages the moral sense of the community.

11 I further certify that in regard to matters relating to security and integrity of the country, we have not been charge-sheeted by any agency of the Government or convicted by a Court of Law.

12 I further certify that no investigation by a regulatory authority is pending either against us or against our CEO or any of our directors/managers/ employees.

13 I undertake that in case due to any change in facts or circumstances during the Bidding Process, we are attracted by the provisions of disqualification in terms of the guidelines referred to above, we shall intimate the Authority of the same immediately.

14 I hereby irrevocably waive any right or remedy which we may have at any stage at law or howsoever otherwise arising to challenge or question any decision taken by the Authority in connection with the selection of the Bidder, or in connection with the Bidding Process itself, in

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respect of the above mentioned Project and the terms and implementation thereof.

15 In the event of us being declared as the Successful Bidder, I/we agree to enter into a Project Development and Management Agreement in accordance with the draft that has been provided to me/us prior to the Bid Due Date. We agree not to seek any changes in the aforesaid draft and agree to abide by the same.

16 I/We have studied all the Bidding Documents carefully and also surveyed the Project site. We understand that except to the extent as expressly set forth in the Project Development and Management Agreement, we shall have no claim, right or title arising out of any documents or information provided to us by the Authority or in respect of any matter arising out of or relating to the Bidding Process including the award of Right.

17 I offer a Bid Security of Rs. 7,00,000/- (Rupees Seven Lakhs Only) for the Project for which we have submitted the Bid(s) to the Authority in accordance with the RFP.

18 The Bid Security in the form of Bank Guarantee is attached.

19 The documents comprising the Bid, as specified in Clause 2.9 of the RFP, have been submitted in the manner set out in the RFP.

20 I agree and understand that the Bid is subject to the provisions of the Bidding Documents. In no case, I shall have any claim or right of whatsoever nature if the Project/Right is not awarded to me or our Bid is not opened or rejected.

21 I/We have studied all the Bidding Documents carefully and also surveyed the project site. We understand that except to the extent as expressly set forth in the draft PDIA, we shall have no claim, right or title arising out of any documents or information provided to us by the Authority or in respect of any matter arising out of or concerning or relating to the Bidding Process including the award of Rights.

22 The Annual Fee per annum has been quoted by me after taking into consideration all the terms and conditions stated in the RFP; draft Project Development and Management Agreement, our own estimates of costs and revenues and after a careful assessment of the site and all the conditions that may affect the project cost and implementation of the Project.

23 I agree and undertake to abide by all the terms and conditions of the RFP. In no case, I/We shall have any claim or right of whatsoever nature if the Project / Rights is not awarded to me/us or our Bid is not opened.

24 I shall keep this offer valid for 180 (one hundred and eighty) days from the Bid Due Date specified in the RFP.

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In witness thereof, I/we submit this Bid under and in accordance with the terms of the RFP document.

Yours faithfully,

Date: (Signature of the Authorised Signatory) Place: Name and seal of Bidder

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B. APPENDIX II - Details of Bidder

(To be submitted on the letter head of the Bidder)

1. (a) Name: (b) Country of incorporation: (c) Address of the corporate headquarters and its branch office(s), if any, in India: (d) Date of incorporation and/or commencement of business:

2. Brief description of the Company including details of its main lines of business and proposed role and responsibilities in these Project:

3. Details of individual(s) who will serve as the point of contact/communication for the Authority: (a) Name: (b) Designation: (c) Company: (d) Address: (e) Telephone Number: (f) E-Mail Address: (g) Fax Number:

4. Particulars of the Authorised Signatory of the Bidder: (a) Name: (b) Designation: (c) Address: (d) Phone Number: (e) Fax Number:

5. In case of a Consortium: (a) the information above (1-4) should be provided for both the members of the consortium. (b) information regarding role of each member should be provided as per table below: S. Name of Member Role (Specify whether Lead Member or No. Operator) 1. 2.

6. A statement by the Entity disclosing material non-performance or contractual non-compliance in past Assignment, contractual disputes and litigation/ arbitration in the recent past is given below (Attach extra sheets, if necessary).

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C. APPENDIX III - Technical Capacity of the Bidder

(To be submitted on the letter head of the Bidder)

(Refer Clause 3.3.2 (B) of the RFP)

Name of the Hotel/ Resort Locations : Name of the Client Star Category in case of Hotel Area in acres in case of Resort Construction Period Start Date (Month/Year):

Completion Date (Month/Year): Operation and Management Period Start Date (Month/Year):

Completion Date (Month/Year): Facilities Provided

Name of the Bidder:______

General Instructions: 1. Submit separate sheet with respect of the hotel/resort specified in the table above. The hotel/resort cited must comply with the eligibility criteria specified in Clause 3.3.2 of the RFP. 2. In case, the Bidder is a consortium, then, the inter se agreement signed by the consortium members clearly setting out the role of the Bidder and the Bidder’s scope of work would need to be submitted in addition to certificate from the client 3. Along with the above format and information, the Bidders shall submit for demonstrating the Technical Capacity is required to submit the following supporting documents: a) In case the hotel or resort is owned, developed and operated & management by the Bidder himself, copy of the of trade license from concerned local body, Municipality, Corporation etc. and copy of VAT Registration Certificate b) In case the development of hotel/resort is undertaken for a third party, a copy of completion certificate from the client evidencing the experience of undertaking development of Hotel/Resort c) In case the operation and management of hotel/resort is undertaken for a third party, a copy of agreement entered with the Client for evidencing operation and management of Hotel/Resort and d) Certificate from a Statutory Auditor in the format provided below:

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Format for Certificate from Statutory Auditor for Technical Capacity of the Bidder (To be submitted on the Letterhead of the Statutory Auditor)

TO WHOMSOEVER IT MAY CONCERN

We have verified the relevant statutory and other records of M/s ______[Name of the Bidder], and certify that M/s ______[Name of the Bidder] has constructed ______[name of the Hotel/Resort] located at______. The construction of______[name of the Hotel/Resort] was started on ______and completed on______. The Hotel is classified under______star category of Hotels/ the resort is having an area of ______acres [strike whichever is not applicable]. It is also certified that ______[Name of the Hotel/Resort] is/was operated and managed by______[Name of the Bidder] for the period from ______to ______

This certificate is being issued to be produced before Udupi Nirmithi Kendra, for the “Selection of a Developer for Development of Luxury Resort and other Tourism Facilities at Manapalla Lake, Udupi District”.

Seal and Signature of the Statutory Auditor Date: ______Place: ______

Note: . It may be noted that in the absence of any detail from the certificates, the information would be considered inadequate and could lead to exclusion of the relevant project in evaluation of experience criteria. The statutory auditor should clearly indicate the membership number assigned by the Institute of Chartered Accountants of India or equivalent organisation abroad.

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D. APPENDIX IV - Financial Capacity of the Bidder

(Refer to Clauses 3.3.2 B of the RFP) (To be submitted on the letter head of the Bidder)

(In Rs. crore) Bidder type Member Average Annual Turnover Net Worth Code 2014-2015 2013-2014 2012-2013 Average 2014-2015

Single Entity Applicant / Lead Member

Consortium Member 1

Consortium Member 2

TOTAL

Name & address of Bidder’s Bankers:

1. A Bidder consisting of a single Entity should fill in details as per the row titled single Entity Bidder and ignore the rows titled Consortium Members. In case of a Consortium, row titled Single Entity Bidder may be ignored.

2. The Bidder should provide details of its own Financial Capacity.

3. Member Code shall indicate NA for Not Applicable in case of Single Business Entity. For member of consortium the following abbreviation are suggested viz., LM for Lead Member and OM for Other Member

Instructions:

1. The Networth should be calculated in the following manner: i. For Company = (Subscribed and Paid-up Equity + Reserves) less (Revaluation reserves + miscellaneous expenditure not written off + reserves not available for distribution to equity shareholders).

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ii. For Partnership Firm = Aggregate of partners' capital account + Reserves - Aggregate of drawings by partners - Aggregate of advances to partners iii. For Sole Proprietorship Firm = Aggregate of Proprietors' capital account + Reserves - Aggregate of drawings by Proprietor - Aggregate of advances to Proprietor + Investments in Bank Deposits + Investments in Mutual Funds -(Loans and Advances taken on the Land and Building, Government and Non-Government Security and Bonds, listed Shares and other listed securities).

2. Annual Turnover = Annual Income as indicated in the annual financial statement

3. Year 1 will be the latest completed financial year, preceding the Bid Due Date. Year 2 shall be the year immediately preceding Year 1 and so on. In case the Bid Due Date falls within three months of the close of the latest financial year, it shall ignore such financial year for the purposes of its Bid and furnish all its information and certification with reference to the five years preceding its latest financial year.

4. In the case of a Consortium, a copy of the Jt. Bidding Agreement shall be submitted in accordance with Clause 2.1.3 (f) of the RFP document.

5. The Bidder shall also provide the name and address of the Bankers to the Bidder.

6. Along with the above format and information, the Bidders for demonstrating the Financial Capacity should furnish the following: i. The Bidder/ its constituent Consortium Members shall attach copies of the balance sheets, financial statements and Annual Reports for 5 (five) years preceding the Bid Due Date. The financial statements shall: a. reflect the financial situation of the Bidder; b. be audited by a Statutory Auditor; c. be complete, including all notes to the financial statements; and d. correspond to accounting periods already completed and audited (no statements for partial periods shall be requested or accepted).

ii. Statutory Auditor’s certificate specifying the net worth of the Bidder and also specifying the methodology adopted for calculating such net worth in the format provided below:.

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Format for Certificate from Statutory Auditor for Financial Capacity of the Bidder (To be submitted on the Letterhead of the Statutory Auditor)

We have verified the relevant statutory and other records of M/s ______[Name of the Single Business Entity/Consortium Member], and certify that the Net worth as at the close of the preceding financial year and the Average Annual Turnover for the last three completed financial Year is as follows:

(Rs. Crores) Turnover Net worth 2014-15 2014-2015 2013-2014 2012-2013 Average Annual Turnover

This certificate is being issued to be produced before Udupi Nirmithi Kendra, for the “Selection of a Developer for Development of Luxury Resort and other Tourism Facilities at Manapalla Lake, Udupi District”

Signature and Seal of the Statutory Auditor clearly indicating his/her membership number

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E. APPENDIX V - Statement of Legal Capacity

(To be provided on the letterhead of the Bidder)

Ref. Date:

To, The Chairman Udupi Nirmithi Kendra Deputy Commissioner Office 'A' Block , 1st Floor, Rajathadri Complex, Manipal, Udupi- 576104, Phone: +91 820-2527-600/900 Fax: +91 820-2527-600, E-mail: [email protected]

Dear Sir,

We hereby confirm that we satisfy the terms and conditions laid out in the RFP document.

We have agreed that ………………….. (Insert individual’s name) will act as our representative/ on its behalf* and has been duly authorized to submit the RFP. Further, the authorised signatory is vested with requisite powers to furnish such letter and authenticate the same.

Thanking you,

Yours faithfully, Authorised Signatory

For and on behalf of______

*Please strike out whichever is not applicable.

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F. APPENDIX VI – Power of Attorney for Signing of Bid

(To be submitted on Rs. 200 Non-Judicial Stamp Paper)

Know all men by these presents, We, ______(name of the firm and address of the registered office) do hereby irrevocably constitute, nominate, appoint and authorise Mr. / Ms (Name), son/daughter/wife of ______and presently residing at ______, who is [presently employed with us and holding the position of ______], as our true and lawful attorney (hereinafter referred to as the “Attorney”) to do in our name and on our behalf, all such acts, deeds and things as are necessary or required in connection with or incidental to submission of our “Bid for Selection of a Developer for Development of Luxury Resort and other Tourism Facilities at Manapalla Lake, Udupi District”, proposed by the Udupi Nirmithi Kendra (the “Authority”) including but not limited to signing and submission of all applications, Bids and other documents and writings, participate in Bidders' and other conferences and providing information/responses to the Authority, representing us in all matters before the Authority, signing and execution of all contracts including the Project Development and Management Agreement and undertakings consequent to acceptance of our Bid, and generally dealing with the Authority in all matters in connection with or relating to or arising out of our Bid for the said Project and/or upon award thereof to us and/or till the entering into the Project Development and Management Agreement with the Authority.

AND we hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things lawfully done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us.

IN WITNESS WHEREOF WE, ______, THE ABOVE NAMED PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS ______DAY OF ______, 20**.

For______(Signature) (Name, Title and Address)

Witnesses:

Accepted [Notarised] (Signature) (Name, Title and Address of the Attorney)

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

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

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H. APPENDIX VII – Power of Attorney for Lead Member of Consortium

(To be submitted on a Rs. 200 Stamp Paper)

Power of Attorney

Whereas the ***** (the “Authority”) has invited bids from pre-qualified Bidders for the ***** Project (the “Project”). Whereas, ………………….., ……………………….. and ………………………. (collectively the “Consortium”) being Members of the Consortium are interested in bidding for the Project in accordance with the terms and conditions of the Request for Proposal and other connected documents in respect of the Project, and Whereas, it is necessary for the Members of the Consortium to designate one of them as the Lead Member with all necessary power and authority to do for and on behalf of the Consortium, all acts, deeds and things as may be necessary in connection with the Consortium’s bid for the Project and its execution. NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS We, ……………… having our registered office at …………………, M/s. ……………………, having our registered office at …………………, and M/s. …………………, having our registered office at ………………, (hereinafter collectively referred to as the “Principals”) do hereby irrevocably designate, nominate, constitute, appoint and authorise M/s …………………, having its registered office at ………………………, being one of the Members of the Consortium, as the Lead Member and true and lawful attorney of the Consortium (hereinafter referred to as the “Attorney”) and hereby irrevocably authorise the Attorney (with power to subdelegate) to conduct all business for and on behalf of the Consortium and any one of us during the bidding process and, in the event the Consortium is awarded the Right/ PDMA, during the execution of the Project, and in this regard, to do on our behalf and on behalf of the Consortium, all or any of such acts, deeds or things as are necessary or required or incidental to the submission of its bid for the Project, including but not limited to signing and submission of all applications, bids and other documents and writings, accept the Letter of Award, participate in bidders’ and other conferences, respond to queries, submit information/ documents, sign and execute contracts and undertakings consequent to acceptance of the bid of the Consortium and generally to represent the Consortium in all its dealings with the Authority, and/ or any other Government Agency or any person, in all matters in connection with or relating to or arising out of the Consortium’s bid for the Project and/ or upon award thereof till the PDMA is entered into with the Authority.

AND hereby agree to ratify and confirm and do hereby ratify and confirm all acts, deeds and things done or caused to be done by our said Attorney pursuant to and in exercise of the powers conferred by this Power of Attorney and that all acts, deeds and things done by our said Attorney in exercise of the powers hereby conferred shall and shall always be deemed to have been done by us/ Consortium. IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS ……………… DAY OF ………….., 20.… For ……………………... (Signature, Name & Title) For …………......

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(Signature, Name & Title) For ……………………… (Signature, Name & Title) (Executants) (To be executed by all the Members of the Consortium)

(To be executed by all the members of the Consortium)

Note: 1. To be executed only in case of a Consortium 2. The mode of execution of the Power of Attorney should be in accordance with the procedure, if any, laid down by the applicable law and the charter documents of the executant(s) and when it is so required the same should be under common seal affixed in accordance with the required procedure. 3. Also, wherever required, the Bidder should submit for verification the extract of the charter documents and documents such as a resolution/power of attorney in favour of the Person executing this Power of Attorney for the delegation of power hereunder on behalf of the Bidder. 4. For a Power of Attorney executed and issued overseas, the document will also have to be legalised by the Indian Embassy and notorised in the jurisdiction where the Power of Attorney is being issued. However, the Power of Attorney provided by Bidders from countries that have signed the Hague Legislation Convention, 1961 are not required to be legalised by the Indian Embassy if it carries a conforming Appostille certificate.

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I. APPENDIX VIII – Joint Bidding Agreement

(To be executed on Stamp paper of appropriate value)

THIS JOINT BIDDING AGREEMENT is entered into on this the ………… day of …………20…

AMONGST

1. {………… Limited, a company incorporated under the Companies Act, 1956} and having its registered office at ………… (hereinafter referred to as the “First Part” which expression shall, unless repugnant to the context include its successors and permitted assigns)

AND

2. {………… Limited, a company incorporated under the Companies Act, 1956} and having its registered office at ………… (hereinafter referred to as the “Second Part” which expression shall, unless repugnant to the context include its successors and permitted assigns)

AND

3. {………… Limited, a company incorporated under the Companies Act, 1956 and having its registered office at ………… (hereinafter referred to as the “Third Part” which expression shall, unless repugnant to the context include its successors and permitted assigns)}

The above mentioned parties of the FIRST, SECOND and, THIRD PART are collectively referred to as the “Parties” and each is individually referred to as a “Party”

WHEREAS,

A. The Udupi Nirmithi Kendra, (hereinafter referred to as “the Authority” which expression shall, unless repugnant to the context or meaning thereof, include its administrators, successors and assigns) has invited bids (the Bids”) by its Request for Proposal ………… dated ………… (the “RFP”) for Selection of a Developer for Development of Luxury Resort and other Tourism Facilities at Manapalla Lake, Udupi District (the “Project”).

B. The Parties are interested in jointly bidding for the Project as members of a Consortium and in accordance with the terms and conditions of the RFP document and other bid documents in respect of the Project, and

C. It is a necessary condition under the RFP document that the members of the Consortium shall enter into a Joint Bidding Agreement and furnish a copy thereof with the Bid.

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NOW IT IS HEREBY AGREED as follows:

1. Definitions and Interpretations

In this Agreement, the capitalised terms shall, unless the context otherwise requires, have the meaning ascribed thereto under the RFP.

2. Consortium

The Parties do hereby irrevocably constitute a consortium (the “Consortium”) for the purposes of jointly participating in the Bidding Process for the Project.

The Parties hereby undertake to participate in the Bidding Process only through this Consortium and not individually and/ or through any other consortium constituted for this Project, either directly or indirectly.

3. Covenants

The Parties hereby undertake that in the event the Consortium is declared the Successful Bidder and awarded the Project, it shall enter into a Project Development and Management Agreement with the Authority and for performing all its obligations in terms of the Project Development and Management Agreement for the Project.

4. Role of the Parties

The Parties hereby undertake to perform the roles and responsibilities as described below:

a) Party of the First Part shall be the Lead member of the Consortium and shall have the power of attorney from all Parties for conducting all business for and on behalf of the Consortium during the Bidding Process and until the Appointed Date under the Project Development and Management Agreement;

b) {Party of the Second Part shall be {the Other Member of the Consortium;}

5. Joint and Several Liability

The Parties do hereby undertake to be jointly and severally responsible for all obligations and liabilities relating to the Project and in accordance with the terms of the RFP and the Project Development and Management Agreement.

6. Representation of the Parties

Each Party represents to the other Parties as of the date of this Agreement that:

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a. Such Party is duly organised, validly existing and in good standing under the laws of its incorporation and has all requisite power and authority to enter into this Agreement; b. The execution, delivery and performance by such Party of this Agreement has been authorised by all necessary and appropriate corporate or governmental action and a copy of the extract of the charter documents and board resolution/ power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member is annexed to this Agreement, and will not, to the best of its knowledge:

i. require any consent or approval not already obtained; ii. violate any Applicable Law presently in effect and having applicability to it; iii. violate the memorandum and articles of association, by-laws or other applicable organisational documents thereof; iv. violate any clearance, permit, concession, right, grant, license or other governmental authorisation, approval, judgment, order or decree or any mortgage agreement, indenture or any other instrument to which such Party is a party or by which such Party or any of its properties or assets are bound or that is otherwise applicable to such Party; or v. create or impose any liens, mortgages, pledges, claims, security interests, charges or Encumbrances or obligations to create a lien, charge, pledge, security interest, encumbrances or mortgage in or on the property of such Party, except for encumbrances that would not, individually or in the aggregate, have a material adverse effect on the financial condition or prospects or business of such Party so as to prevent such Party from fulfilling its obligations under this Agreement;

c. this Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it; and

d. there is no litigation pending or, to the best of such Party's knowledge, threatened to which it or any of its Group Business Entity is a party that presently affects or which would have a material adverse effect on the financial condition or prospects or business of such Party in the fulfilment of its obligations under this Agreement.

7. Termination

This Agreement shall be effective from the date hereof and shall continue in full force and effect until execution of the Project Development and Management Agreement, in case the Project is awarded to the Consortium. However, in case the Consortium is either not pre-qualified for the Project or does not get selected for award of the Project, the Agreement will stand terminated in case the Bidder is not pre-qualified or upon return of

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Earnest Money Deposit by the Authority to the Bidder, as the case may be.

8. Miscellaneous

This Joint Bidding Agreement shall be governed by laws of {India}.

The Parties acknowledge and accept that this Agreement shall not be amended by the Parties without the prior written consent of the Authority.

IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.

SIGNED, SEALED AND DELIVERED For and on behalf of

LEAD MEMBER by:

(Signature) (Name) (Designation) (Address)

SIGNED, SEALED AND DELIVERED For and on behalf of

SECOND PART

(Signature) (Name) (Designation) (Address)

SIGNED, SEALED AND DELIVERED For and on behalf of

THIRD PART

(Signature) (Name) (Designation) (Address)

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In the presence of:

1. 2.

Notes:

1. The mode of the execution of the Joint Bidding Agreement should be in accordance with the procedure, if any, laid down by the Applicable Law and the charter documents of the executant(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure.

2. Each Joint Bidding Agreement should attach a copy of the extract of the charter documents and documents such as resolution / power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member.

3. For a Joint Bidding Agreement executed and issued overseas, the document shall be legalized by the Indian Embassy and notarized in the jurisdiction where the Power of Attorney has been executed.

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J. APPENDIX IX- Format for Financial Bid

(To be submitted on the letter head of the Bidder) Date: To The Chairman Udupi Nirmithi Kendra Deputy Commissioner Office 'A' Block, 1st Floor, Rajathadri Complex, Manipal, Udupi- 576104, Phone: +91 820-2527-600/900 Fax: +91 820-2527-600, E-mail: [email protected]

Re: Selection of a Developer for Development of Luxury Resort and other Tourism Facilities at Manapalla Lake, Udupi District

Sir,

We hereby submit our Financial Bid and offer an Annual Fee of Rs. ______/- (in words) for undertaking the aforesaid Project in accordance with the Bidding Documents and draft Project Development and Management Agreement.

We have reviewed all the terms and conditions of the RFP and undertake to abide by all the terms and conditions contained therein. We hereby declare that there are, and shall be no deviations from the stated terms in the RFP.

Yours faithfully,

For and on behalf of

…………………………………………….. (Name of the Bidder)

______(Signature of Authorized Signatory)

______(Name and designation of the Authorised Person)

Note:

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i. The Annual Fee offered by the Bidder in its Financial Bid is payable on annual basis throughout the Agreement Period from the 3rd year of entering into Project Development and Management Agreement. ii. Annual Fee is exclusive of all taxes. Taxes, if any shall be paid by the Successful Bidder iii. Annual Fee is subject to escalation of 5% every year throughout the Agreement Period from the 4th year entering into the Project Development and Management Agreement. iv. The Bidder is expected to quote the Annual Fee after understanding the terms and conditions provided in the Bidding document including the set out in the draft Project Development and Management Agreement.

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K. APPENDIX-X- Bank Guarantee for Bid Security

(Refer Clauses 1.2.4 and 2.29)

B.G. No. Dated:

1 In consideration of you, *****, having its office at *****, (hereinafter referred to as the “Authority”, which expression shall unless it be repugnant to the subject or context thereof include its, successors and assigns) having agreed to receive the Bid of …………………… (a company registered under the Companies Act, 1956) and having its registered office at ……………………… (hereinafter referred to as the “Bidder” which expression shall unless it be repugnant to the subject or context thereof include its/their executors, administrators, successors and assigns), for Development of Luxury Resort and other Tourism Facilities at Manapalla Lake, Udupi District on DBFOT basis (hereinafter referred to as “the Project”) pursuant to the RFP Document dated …………… issued in respect of the Project and other related documents including without limitation the draft concession agreement (hereinafter collectively referred to as “Bidding Documents”), we (Name of the Bank) having our registered office at ……………………… and one of its branches at …………………….. (hereinafter referred to as the “Bank”), at the request of the Bidder, do hereby in terms of Clause 1.2.4 and 2.19 of the RFP Document, irrevocably, unconditionally and without reservation guarantee the due and faithful fulfillment and compliance of the terms and conditions of the Bidding Documents (including the RFP Document) by the said Bidder and unconditionally and irrevocably undertake to pay forthwith to the Authority an amount of Rs. ***** (Rupees ***** only) (hereinafter referred to as the “Guarantee”) as our primary obligation without any demur, reservation, recourse, contest or protest and without reference to the Bidder if the Bidder shall fail to fulfill or comply with all or any of the terms and conditions contained in the said Bidding Documents.

2 Any such written demand made by the Authority stating that the Bidder is in default of the due and faithful fulfillment and compliance with the terms and conditions contained in the Bidding Documents shall be final, conclusive and binding on the Bank.

3. We, the Bank, do hereby unconditionally undertake to pay the amounts due and payable under this Guarantee without any demur, reservation, recourse, contest or protest and without any reference to the Bidder or any other person and irrespective of whether the claim of the Authority is disputed by the Bidder or not, merely on the first demand from the Authority stating that the amount claimed is due to the Authority by reason of failure of the Bidder to fulfill and comply with the terms and conditions contained in the Bidding Documents including failure of the said Bidder to keep its Bid open during the Bid validity period as set forth in the said Bidding Documents for any reason whatsoever. Any such demand made on the Bank shall be conclusive as regards amount due and payable by the Bank under this Guarantee. However, our liability under this Guarantee shall be restricted to an amount not exceeding Rs. ***** (Rupees ***** only).

4. This Guarantee shall be irrevocable and remain in full force for a period of 180 (one hundred and

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eighty) days from the Bid Due Date inclusive of a claim period of 60 (sixty) days or for such extended period as may be mutually agreed between the Authority and the Bidder, and agreed to by the Bank, and shall continue to be enforceable till all amounts under this Guarantee have been paid.

5. We, the Bank, further agree that the Authority shall be the sole judge to decide as to whether the Bidder is in default of due and faithful fulfillment and compliance with the terms and conditions contained in the Bidding Documents including, inter alia, the failure of the Bidder to keep its Bid open during the Bid validity period set forth in the said Bidding Documents, and the decision of the Authority that the Bidder is in default as aforesaid shall be final and binding on us, notwithstanding any differences between the Authority and the Bidder or any dispute pending before any Court, Tribunal, Arbitrator or any other Authority.

6. The Guarantee shall not be affected by any change in the constitution or winding up of the Bidder or the Bank or any absorption, merger or amalgamation of the Bidder or the Bank with any other person.

7. In order to give full effect to this Guarantee, the Authority shall be entitled to treat the Bank as the principal debtor. The Authority shall have the fullest liberty without affecting in any way the liability of the Bank under this Guarantee from time to time to vary any of the terms and conditions contained in the said Bidding Documents or to extend time for submission of the Bids or the Bid validity period or the period for conveying acceptance of Letter of Award by the Bidder or the period for fulfilment and compliance with all or any of the terms and conditions contained in the said Bidding Documents by the said Bidder or to postpone for any time and from time to time any of the powers exercisable by it against the said Bidder and either to enforce or forbear from enforcing any of the terms and conditions contained in the said Bidding Documents or the securities available to the Authority, and the Bank shall not be released from its liability under these presents by any exercise by the Authority of the liberty with reference to the matters aforesaid or by reason of time being given to the said Bidder or any other forbearance, act or omission on the part of the Authority or any indulgence by the Authority to the said Bidder or by any change in the constitution of the Authority or its absorption, merger or amalgamation with any other person or any other matter or thing whatsoever which under the law relating to sureties would but for this provision have the effect of releasing the Bank from its such liability.

8. Any notice by way of request, demand or otherwise hereunder shall be sufficiently given or made if addressed to the Bank and sent by courier or by registered mail to the Bank at the address set forth herein.

9. We undertake to make the payment on receipt of your notice of claim on us addressed to [name of Bank along with branch address] and delivered at our above branch which shall be deemed to have been duly authorised to receive the said notice of claim.

10. It shall not be necessary for the Authority to proceed against the said Bidder before proceeding against the Bank and the guarantee herein contained shall be enforceable against the Bank,

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notwithstanding any other security which the Authority may have obtained from the said Bidder or any other person and which shall, at the time when proceedings are taken against the Bank hereunder, be outstanding or unrealised.

11. We, the Bank, further undertake not to revoke this Guarantee during its currency except with the previous express consent of the Authority in writing.

12. The Bank declares that it has power to issue this Guarantee and discharge the obligations contemplated herein, the undersigned is duly authorised and has full power to execute this Guarantee for and on behalf of the Bank.

13. For the avoidance of doubt, the Bank’s liability under this Guarantee shall be restricted to Rs. *** (Rupees ***** only). The Bank shall be liable to pay the said amount or any part thereof only if the Authority serves a written claim on the Bank in accordance with paragraph 9 hereof, on or before [*** (indicate date falling 180 days after the Bid Due Date)].

Signed and Delivered by ………………………. Bank By the hand of Mr./Ms. …………………….., its ………………….. and authorised official. (Signature of the Authorised Signatory) (Official Seal)

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L. APPENDIX XI - Technical Bid Format

The Bidder shall furnish the following components as part of its Technical Bid:

(a) Project Appreciation

Bidders should provide a brief description of the theme/ concept for the Project and indicate how the theme/ concept reflects/ is carried across the various components of the Project. It shall cover a brief description of an understanding of the concept and bidder’s responsiveness of the theme for the Project on the whole

(b) Design, Drawings and Technology Used for Project Facilities

The Bidders should provide the following drawings and data as part of their Technical Bid. The drawings that are to be provided in common for all the Project Facilities are as follows: i. Innovative concepts along with provision of unique facilities ii. Conceptual Plans along with sketches highlighting the key sections and elevations iii. Approach towards surrounding ecological environment iv. Landscape Design Concept v. Design of Utility Services vi. Overall Construction Phasing Plan vii. Construction Methodology. viii. Use of eco-friendly technologies / materials and temporary structures ix. Overall 3D/ Perspective Drawings of the building’s Design, Drawings and Technology used for Project Facilities

(c) Provision of basic infrastructure facilities

The Bidders should provide their plan on provision of basic infrastructure facilities along with adaptation of environmental friendly initiatives for the Project: i. Lighting ii. Ventilation iii. Environment Management (SWM, RWH, etc.) iv. Preservation of Flora within the Site

(d) Implementation Plan & Method Statement

The Bidders should provide their plan for implementation of the Project along with time frame for management of the Project and the method statement for the same. The phasing of all the facilities of the project shall be detailed out.

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REQUEST FOR PROPOSAL

FOR

SELECTION OF A DEVELOPER FOR DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM FACILITIES AT MANAPALLA LAKE, UDUPI DISTRICT

VOLUME II

Dated 4th September, 2015

UDUPI NIRMITHI KENDRA Deputy Commissioner Office 'A' Block, 1st Floor, Rajathadri Complex, Manipal, Udupi- 576104, Phone: +91 820-2527-600/900 Fax: +91 820-2527-600, E-mail: [email protected]

PROJECT DEVELOPMENT AND MANAGEMENT AGREEMENT

between

UDUPI NIRMITHI KENDRA (THE AUTHORITY)

and

______(DEVELOPER)

for

DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM FACILITIES AT MANAPALLA LAKE, UDUPI DISTRICT

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TABLE OF CONTENTS

1. ARTICLE 1 - DEFINITIONS AND INTERPRETATION ...... 5 1.1 Definitions ...... 5 1.2 Interpretation ...... 9 2. ARTICLE 2- SCOPE OF THE PROJECT ...... 9 3. ARTICLE 3- RIGHTS ...... 9 3.1 Grant of Rights ...... 9 3.2 Agreement Period ...... 10 3.3 Acceptance of Rights ...... 10 3.4 Access rights to the Authority and others ...... 10 4. ARTICLE 4 - PROJECT SITE ...... 11 4.1 Handover of Project Site ...... 11 4.2 Peaceful Possession ...... 11 5. ARTICLE 5 - OBLIGATIONS OF THE DEVELOPER ...... 12 5.1 Performance Security ...... 12 5.2 Financing Arrangement ...... 12 5.3 Submission of Approved Project Implementation Plan ...... 12 5.4 Construction Obligations of the Developer ...... 14 5.5 Operation and Management Obligations ...... 15 5.6 Yearly Operation and Maintenance Reports ...... 16 5.7 Environmental and Safety Compliance ...... 17 5.8 Alterations, Modifications or Expansion ...... 17 5.9 General Obligations ...... 18 5.10 Specific Obligations ...... 18 5.11 Insurance ...... 19 5.12 No Breach of Obligations ...... 20 5.13 Consortium ...... 20 6. ARTICLE 6- AUTHORITY 'S OBLIGATIONS ...... 21 6.1 Specific Obligations ...... 21 6.2 General Obligations ...... 22 7. ARTICLE 7 - FEE PAYMENT ...... 22 7.1 Developer’s Obligations ...... 22 7.2 Mode of Payment ...... 22 8. ARTICLE 8 - FORCE MAJEURE ...... 22 8.1 Force Majeure Event ...... 22 8.2 Termination due to Force Majeure Event ...... 23 8.3 Liability for other losses, damages etc...... 24 9. ARTICLE 9 - EVENTS OF DEFAULT AND TERMINATION ...... 24 9.1 Events of Default ...... 24 9.2 Termination due to Event of Default ...... 26 9.3 Rights of the Authority on Termination ...... 27 9.4 Accrued Rights of Parties ...... 27 10. ARTICLE 10 - EXIT MANAGEMENT ...... 28 10.1 Ownership ...... 28 10.2 Developer’s Obligations ...... 28 11. ARTICLE 11 - DISPUTE RESOLUTION ...... 28

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11.1 Amicable Resolution ...... 28 11.2 Arbitration ...... 29 11.3 Performance during Dispute Resolution ...... 29 12. ARTICLE 12 - REPRESENTATIONS AND WARRANTIES ...... 29 12.1 Representations and Warranties of the Developer ...... 29 12.2 Representations and Warranties of the Authority ...... 30 12.3 Obligation to Notify Change ...... 31 13. ARTICLE 13 - MISCELLANEOUS ...... 31 13.1 Assignment and Charges ...... 31 13.2 Interest and Right of Set Off ...... 31 13.3 Governing Law and Jurisdiction ...... 31 13.4 Waiver ...... 32 13.5 Survival ...... 32 13.6 Amendments ...... 32 13.7 Notices ...... 32 13.8 Severability ...... 33 13.9 No Partnership ...... 33 13.10 Language ...... 33 13.11 Exclusion of Implied Warranties etc...... 33 13.12 Counterparts ...... 34 SCHEDULES...... 35 SCHEDULE 1 - PAYMENT SCHEDULE ...... 36 SCHEDULE 2 - PERFORMANCE SECURITY...... 37 SCHEDULE 3- YEARLY OPERATION AND MANAGEMENT REPORT REQUIREMENTS ...... 39 SCHEDULE 4 - INDICATIVE LIST OF APPLICABLE PERMITS ...... 40 SCHEDULE 5 – JOINT INSPECTION REPORT ...... 41 SCHEDULE 6 - LETTER OF AWARD ISSUED TO THE DEVELOPER ...... 42 SCHEDULE 7 – TECHNICAL AND FINANCIAL PROPOSAL OF THE DEVELOPER ... 43 SCHEDULE 8 – APPROVED PROJECT IMPLEMENTATION PLAN ...... 44

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PROJECT DEVELOPMENT AND MANAGEMENT AGREEMENT

This Project Development and Management Agreement (“PDIA” or “Agreement”) mutually agreed and entered into on this the ______day of ______, Two Thousand and ______at Bangalore.

BETWEEN

UDUPI NIRMITHI KENDRA, a Government of India and Government of Karnataka Agency, having its office at Deputy Commissioner Office 'A' Block , 1st Floor, Rajathadri Complex, Manipal,Udupi- 576101 (hereinafter referred to as “the Authority” which expression shall, unless it be repugnant to the context or meaning thereof, include its successors and assigns) of the First Part, AND

______1, a company incorporated under the Companies Act, 1956/a partnership firm registered under the Indian Partnership Act, 1932/ sole proprietorship firm registered under the Proprietorship Act, having its office at ______/ an individual residing at ______(hereinafter referred to as the “Developer”) which expression shall unless repugnant to the context include the successors and permitted assigns, on the Other Part.

The Authority and Developer are collectively referred to as “Parties” and individually as “Party”.

WHEREAS,

A. The Manapalla Development Committee (the “MDC”) is in possession of around 99 acres of area (including the Manapalla Lake) around the Manapalla Lake. MDC intends to undertake development of luxury resort and other tourism facilities in an area of about 39.2 acres surrounding the Manapalla Lake and development of the Lake Front at Manapalla Lake in an area of around 60 acres in order to attract the tourists in the region. Pursuant thereto, MDC has authorised Udupi Nirmithi Kendra (the “Authority” or UNK) for undertaking the development of luxury resort and other tourism facilities at Manapalla Lake, Udupi with private sector participation on a Design, Build, Finance Operate and Transfer (“DBFOT”) framework (the “Project”) on a land parcel admeasuring 39.2 acres and the Lake measuring 60 acres for which more clarity has been provided in Schedule 5 (the “Project Site”). The Authority is an agency sponsored by the Government of India and Government of Karnataka with the main mission to participate and implement plans of government and non-government agencies towards the well-being of the general public.

B. Pursuant thereto, the Authority through an open, transparent and competitive bidding process invited proposals from interested parties for the Project by issuing Request for Proposal (“RFP”) document dated ______2015 containing inter-alia the minimum qualification criteria and the terms and conditions for implementing the Project. Wholesale Vegetable Market at the Project Site with private sector participation.

1 Insert the name of the Successful Bidder

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C. After evaluating the proposals, the Authority has accepted the proposal submitted ______[insert the name of the successful Bidder/Consortium], as the Successful Bidder (the “Successful Bidder”) and issued Letter of Award (“LOA”) No.______dated ______[insert the number and date of issue of LOA]. The Successful Bidder has duly acknowledged the same vide its Letter No. ______dated ______[insert the letter number and date].

D. The Successful Bidder has requested the Authority to accept the Developer as the entity which shall undertake and perform the obligations and exercise the rights of the Successful Bidder under the LOA, including the obligation to enter into this Agreement pursuant to the LOA for executing the Project.

E. The Authority acknowledges that as on the date of execution of this Agreement, the Developer has submitted an irrevocable Bank Guarantee for Rs.______as specified in Clause 5.1 of this Agreement towards Performance Security Deposit as Schedule-2.

F. The Parties hereto are required to enter into an Agreement, being these presents, to record the terms, conditions and covenants set forth hereunder.

NOW THEREFORE THIS AGREEMENT WITNESSETH AND IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

1. ARTICLE 1 - DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, the following words and expressions shall, unless repugnant to the context or meaning thereof, have the meaning hereinafter respectively ascribed to them hereunder:

“Affected Party” shall mean the Party claiming to be affected by a Force Majeure Event in accordance with Article 8.1.

“Agreement” means this Agreement, the schedules, annexures hereto and includes any amendments hereto made in accordance with the provisions hereof.

“Agreement Period” shall have the meaning ascribed thereto in Article 3.2 of this Agreement.

“Applicable Law” means all laws in force and effect as of the date hereof and which may be promulgated or brought into force and effect hereinafter in India including judgements, decrees, injunctions, writs or orders of any court of record, as may be in force and effect during the subsistence of this Agreement and applicable to the Project / the Parties in relation to the Project.

“Applicable Permits” means all clearances, permits, authorisations, consents and approvals required to be obtained or maintained by the respective Parties under the Applicable Laws including those specified in Schedule 4, in connection with the Upgradation, operation, maintenance & management of the Project during the subsistence of this Agreement.

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

“Approved Project Implementation Plan” shall mean the detail plan submitted by the Developer with regard to construction of Project Facilities and its operation and management thereof as set out Schedule 8 of this Agreement.

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

“Book Value” shall mean the expenditure incurred for construction of Project Facilities as per the books of the Developer, net of depreciation charged on the basis of straight line method and amortized equally over the operations period, duly verified and certified by an independent auditor in accordance with IGAAP (Indian Generally Accepted Accounting Principles). Revaluation of the land and building shall not be included for calculation of book value during the Agreement Period and at the end of Agreement Period by the Developer. For the purpose of calculation of the Book Value only the cost incurred on the construction of Project Facilities upto the Commercial Operation Date shall be considered.

“Construction Period” shall mean 18 (eighteen) months from the date of approval of the Project Implementation Plan by the Authority.

“Commercial Operation Date” shall have the meaning ascribed thereto in Clause 5.4.6 of this Agreement.

“Completion Certificate” shall mean the certificate issued by the Authority certifying, inter alia, that the Developer has completed the construction of Project Facilities as per the approved Project Implementation Plan, and the same is safe for operations.

[“Consortium”2 shall mean the consortium consisting of (i) ______, (ii) ______and (iii) ______formed pursuant to the Joint Bidding Agreement dated ______for the purpose of undertaking the Project.]

“Consortium Member(s)” 3 shall mean any or all of the members of Consortium and in the event of reconstitution of the Consortium; it shall include members of such reconstituted Consortium.

“Due Date” means the due date for payment of Fee as set out in Schedule 1.

“Emergency” shall mean a condition or situation that is likely to endanger the safety of the individuals on or about the Project including the safety of the users thereof or which poses an immediate threat of material damage to the Project.

“Encumbrance” means any encumbrance such as mortgage, charge, pledge, lien, hypothecation, security interest, assignment, privilege or priority of any kind having the effect of security or other such obligations and shall include without limitation any designation of loss payees or

2 To be deleted, in case Successful Bidder is not a consortium 3 To be deleted, in case Successful Bidder is not a consortium

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"Expiry" means expiry of this Agreement by efflux of time.

“Expiry Date” means the date on which Expiry occurs.

“Financing Documents” means collectively the documents evidencing Lenders’ commitment to finance the Project.

“Financial Year” means the period commencing from April 1 of any given year to March 31 of the succeeding year.

“Fee” means the fee payable by the Developer to the Authority in accordance with Article 7 and Schedule 1 of this Agreement.

“Force Majeure” or “Force Majeure Event” means an act, event, condition or occurrence as specified in Article 8.

“Good Industry Practice” means the exercise of that degree of skill, diligence, prudence and foresight in compliance with the undertakings and obligations under this Agreement which would reasonably and ordinarily be expected of a skilled and an experienced person engaged in the implementation, operation & management or supervision or monitoring thereof of any of them of a project similar to that of the Project.

“Government Agency” shall mean Government of India, Government of Karnataka or any state government or governmental department, commission, board, body, bureau, agency, authority, instrumentality, court or other judicial or administrative body, central, state, or local, having jurisdiction over the Developer, the Project or any portion thereof, or the performance of all or any of the services or obligations of the Developer under or pursuant to this Agreement.

“Lenders” means financial institutions, banks, funds and trustees for bond holders or debenture holders, who have provided financial assistance to the Developer for financing any part of the Project.

“Material Adverse Effect” means a material adverse effect on (a) the ability of the Developer to exercise any of its rights or perform/discharge any of its duties/obligations under and in accordance with the provisions of this Agreement and/or (b) the legality, validity, binding nature or enforceability of this Agreement.

“Material Breach” means a breach by either Party of any of its obligations under this Agreement which has or is likely to have a Material Adverse Effect on the Project and which such Party shall have failed to cure.

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"Performance Security" shall mean the Bank Guarantee submitted to the Authority by the Developer for due performance of its obligations under this Agreement, in accordance with Article 5.1.

“Person” shall mean (unless otherwise specified or required by the context), any individual, company, corporation, partnership, joint venture, trust, society, sole proprietorship, unincorporated organization, government or Government Agency or any other legal entity.

“Preliminary Notice” means the notice of intended Termination by the Party entitled to terminate this Agreement to the other Party setting out, inter alia, the underlying Event of Default.

“Project” means and includes construction of the Project Facilities, operation, maintenance & management thereof and transfer of the Project Facilities in accordance with the terms and conditions of this Agreement.

“Project Facilities” means all existing facilities in the Project Site including the Manapalla Lake and amenities/ facilities proposed to be build, provided or procured within the Project Site by the Developer in accordance with the Approved Project Implementation Plan, consistent with Good Industry Practice and the terms of this PDIA.

“Project Site means the property belonging to the Authority and more fully described in Schedule 5.

“Rights” shall have the meaning ascribed thereto in Article 3.1 of this Agreement.

"SBI PLR" means the medium term prime lending rate of the State Bank of India.

“Tax” shall mean and includes all taxes including service tax, fees, cesses, duties (including stamp duties), levies that may be payable by the Developer for execution of this Agreement and during the Agreement Period under Applicable Law.

“Termination” means early termination of this Agreement pursuant to Termination Notice or otherwise in accordance with the provisions of this Agreement but shall not, unless the context otherwise requires, include Expiry.

“Termination Date” means the date specified in the Termination Notice as the date on which Termination occurs.

“Termination Notice” means the notice of Termination by either Party to the other Party, in accordance with the applicable provisions of this Agreement.

“User Fee” means all charges, costs, fees, tariff and other amounts by whatever name called, collected by the Developer from the users, pursuant to this Agreement, for usage of the Project.

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1.2 Interpretation

Interpreting the conditions in this PDIA, singular also means plural, male also means female or neuter, and the other way around. Headings have no significance. Words have their normal meaning under the language of this PDIA unless specifically defined. The documents forming part of the PDIA shall be interpreted in the following order of priority a) This PDIA along with Schedules as amended from time to time; b) Letter of Award (refer Schedule 6); c) Technical Proposal and Financial Proposal ( refer Schedule 7); d) Clarification/Corrigendum/Addendum to the Bidding Document, if any; e) Bidding Document with all its Annexure and Appendices.

2. ARTICLE 2- SCOPE OF THE PROJECT

2.1 Scope of the Project

The scope of the Project (the "Scope of the Project") shall mean and include, during the Agreement Period:

a) Construction of Project Facilities in accordance with the terms and conditions of this Agreement and the Approved Project Implementation Plan submitted to the Authority;

b) Operation & management of the Project Facilities in accordance with the terms and conditions of this Agreement and the Approved Project Implementation Plan submitted to the Authority;

c) Performance and fulfillment of all other obligations in accordance with the provisions of this Agreement and matters incidental thereto or necessary for the performance of any or all obligations under this Agreement and

d) Transfer of Project Site along with the Project Facilities in good operational conditions on the Expiry Date or the Termination Date as the case may be in accordance with the terms and conditions of this Agreement.

3. ARTICLE 3- RIGHTS 3.1 Grant of Rights

3.1.1 Subject to and in accordance with the terms and conditions set forth in this Agreement, the Authority hereby grants the following rights ( the “Rights”) and authorizes the Developer: i. to carry out surveys, investigation, study, design, engineer, procure, finance, construct, operate & management of the Project Facilities in accordance with this Agreement and for this purpose it may regulate the entry into and use of the same by 3rd parties and ii. to exercise and/ or enjoy the rights, powers, benefits, privileges, authorizations and entitlements as set forth in this Agreement including the right to collect, retain and appropriate User Fee from the users of the Project Facilities during the Agreement Period;

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3.1.2 The Developer shall not lease, mortgage, assign, transfer or create any lien or Encumbrance on the whole or any part of the Project Site or Project Facilities, save and except as expressly permitted by this Agreement. 3.2 Agreement Period

3.2.1 The tenure of the Agreement shall be for a period of 30 (thirty) years commencing from the date of approval of Project Implementation Plan by the Authority and ending on the Expiry Date (the “Agreement Period”).

Provided that in the event of Termination, the Agreement Period shall mean and be limited to the period commencing from the date of approval of Project Implementation Plan by the Authority and ending with the Termination Date.

3.2.2 The Parties may mutually agree to extend the term of this Agreement subject to the following conditions:

On the 27th (twenty seventh) year from the date of approval of Project Implementation Plan, if the Parties agree in principle that the Agreement Period is to be extended for further period, the Parties shall commencing from the expiry of 27th (twenty seventh) year from the date of approval of Project Implementation Plan, initiate dialogue to extend the term of this Agreement on mutually acceptable terms and conditions. If the Parties are unable to agree upon the mutually acceptable terms and conditions for extension of the Agreement by the expiry of the 29th (twenty-ninth) year from the date of approval of Project Implementation Plan, then the Agreement shall expire on the 30th (thirtieth) year from the date of approval of Project Implementation Plan and the Authority shall acquire all of rights and interests in and to the Project.

3.3 Acceptance of Rights

In consideration of the rights, privileges and benefits conferred upon by the Authority and other good and valuable consideration expressed herein, the Developer hereby accepts the Rights and agrees and undertakes to perform/discharge all of its obligations in accordance with the provisions of this Agreement.

3.4 Access rights to the Authority and others

The Developer shall allow free access to the Project Site and Project Facilities at all times for the authorized representatives and vehicles of the Authority and for the persons and vehicles duly authorized by any Government Instrumentality to (a) Inspect the Project Site and the Project Facilities and investigate any matter with their authority and upon reasonable notice during the construction of Project Facilities and its operation & management thereof and (b) allow access to and use of the Project Site for laying/ installing / maintaining telegraph lines, electric lines or for such other public purposes as the Authority may specify. Provided that such access or use shall not result in a Material Adverse Effect and that the Authority shall, in the event of any physical damage to the Project Site / Project Facilities

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on account thereof, ensure that the Project Site / Project Facilities is promptly restored at its cost and expenses.

Provided further, that to the extent such access and use allowed by the Developer affects the performance of any of its obligations hereunder, the Developer shall not be deemed or construed to be in breach of its obligations nor shall it incur/ suffer any liability on account thereof.

4. ARTICLE 4 - PROJECT SITE

4.1 Handover of Project Site

4.1.1 Prior to the handover of Project Site to the Developer, the Authority and the Developer shall within 15 (fifteen) days from the Appointed Date conduct joint inspection of the Project Site and agree to the exact area and inventory of the existing facilities therein and jointly prepare and sign a joint inspection report. The joint inspection report shall form part of Schedule 5.

4.1.2 The Authority shall, within 7 (seven) days from the date of signing of the joint inspection report by both the Parties handover to the Developer, on as-is-where-is basis, vacant and peaceful physical possession of the Project Site, free from Encumbrance and encroachment, for the purpose of implementing the Project.

4.1.3 Upon handover of the Project Site, the Developer shall have the right to enter upon, use and make at its own costs, charges and expenses such investigation necessary or appropriate to prepare the Project Implementation Plan for construction of Project Facilities on the Project Site and operation and management thereof in accordance with the provisions of this Agreement and the Approved Project Implementation Plan.

4.2 Peaceful Possession

The Authority hereby warrants that:

(a) The Project Site has been acquired through the due process of law and belongs to and is vested with the Authority and that the Authority has full powers to hold, dispose of and deal with the same consistent, inter alia, with the provisions of this Agreement. (b) In the event the Developer is obstructed by any Person claiming any right, title or interest in or over the Project Site and Project Facilities or any part thereof, or in the event of any enforcement action including any attachment, distraint, appointment of receiver or liquidator being initiated by any Person claiming to have any interest in/charge or the Project Site and Project Facilities or any part thereof, the Authority shall, if called upon by the Developer, defend such claims and proceedings and also keep the Developer indemnified against any consequential loss or damages which the Developer may suffer, on account of any such right, title, interest or charge.

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5. ARTICLE 5 - OBLIGATIONS OF THE DEVELOPER

In addition to and not in derogation or substitution of any of its other obligations under this Agreement, the Developer shall have the following obligations:

5.1 Performance Security

5.1.1 The Developer shall, for due and punctual performance of its obligations relating to the Project, simultaneously to the execution of this Agreement has submitted to the Authority, an irrevocable and revolving bank guarantee from a nationalised bank acceptable to the Authority, for a sum of Rs.65,00,000/- (Rupees Sixty Five Lakhs Only) in the form set forth in Schedule 2 (the “Performance Security”). The Performance Security shall be kept valid throughout the Agreement Period.

5.1.2 In case of Developer’s Event of Default, the Authority shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to encash and appropriate the relevant amounts from the Performance Security as damages for such Developer default. Upon such encashment and appropriation from the Performance Security, the Developer’s shall, within 30 (thirty) days thereof, replenish, in case of partial appropriation, to its original level of the Performance Security, and in case of appropriation of the entire Performance Security provide a fresh Performance Security, as the case may be, and the Developer shall, within the time so granted, replenish or furnish fresh Performance Security as aforesaid failing which the Authority shall be entitled to terminate this Agreement in accordance with Article 9.

5.2 Financing Arrangement

5.2.1 The Developer shall at its own cost, expenses and risk make such financing arrangement as would be necessary to implement the Project and to meet all of its obligations under this Agreement, in a timely manner.

5.3 Submission of Approved Project Implementation Plan

5.3.1 The Developer shall within 60 (sixty) days from the date of handover of Project Site submit to the Authority a detailed project implementation plan (“ Project Implementation Plan”) and make a presentation on the same to the Authority. The Project Implementation Plan should be in line with the Technical Bid submitted by the Developer during the selection process at the bid stage and should set out in reasonable detail the following necessary information: a. Project Site Plan i) Site layout plan drawn to scale, clearly indicating the placement of all structures ii) All floor-wise building plans including basements clearly indicating the usage of each room and the distinctive number assigned to each room iii) Facilities planned on each floor along with the area statements of the same b. The following drawings and data: iv) Innovative concepts along with provision of unique facilities

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v) Conceptual Plans along with sketches highlighting the key sections and elevations vi) Approach towards surrounding ecological environment vii) Landscape Design Concept viii) Design of Utility Services- Power Supply, Drainage, Water Supply etc. ix) Contextual materials and technology x) Overall 3D/ Perspective Drawings of the building’s Design, Drawings and Technology used for Project Facilities c. The basic infrastructure facilities along with adaptation of environmental friendly initiatives for the Project such as: i) Environment Management Plan (waste disposal, rainwater harvesting, water recycling etc.) ii) Preservation of Flora within the Site iii) Provision for appropriate and adequate lighting and ventilation devices, landscaping, appropriate security systems, including provision for fitting CC T.V. systems, etc within the Project Site; d. Implementation Plan & Method Statement comprising the i) A detailed schedule for construction of Project Facilities etc; ii) List of facilities proposed to be developed by the Developer along with details of capacity and dimensions, area statements including Floor Space Index (FSI) or Floor Area Ratio (FAR) permissible and proposed FSI/FAR etc., of such facilities in the Project Site; iii) Operation and Management of Project Facilities; iv) Deployment of resources, personnel etc.

5.3.2 The Authority may shall review the Project Implementation Plan for compliance with applicable provisions of the Agreement and either approve or convey its comments/observations, if any within 30 (thirty) days from the date of receipt of the Project Implementation Plan by the Developer. On receipt of such comments/observation from the Authority, the Developer shall within 15 (fifteen) days submit a revised Project Implementation Plan to the Authority for its approval. After approval by the Authority, the Project Implementation Plan (“Approved Project Implementation Plan”) shall be signed by the Parties and appended to this Agreement as Schedule 8.

5.3.3 If the Developer is unable to submit the Project Implementation Plan within the period of 60 (sixty) days from the date of handover of the Project Site, it should in writing convey the reasons for non-submission of the same within the said period of 60 (sixty) days. Upon such request, the Authority may for valid reasons and for reasons beyond the control of Parties, waive the delay to submit the Approved Project Implementation Plan and extend the date for submission of Project Implementation Plan but not later than for a further period of 30 (thirty) days, subject to payment of penalty amount calculated at the rate of 0.2% (zero point two per cent) of the Performance Security for each day's delay until the submission of the same to the Authority. In case the Project Implementation Plan is not submitted within the extended period of 30 (thirty) days, the Authority shall, subject to the provisions of Article 10.2, be entitled to terminate this Agreement. The said penalty amount should be submitted in the form of Demand Draft (DD) from any nationalized or scheduled bank in favour of ______, Udupi Nirmithi Kendra, payable in Udupi.

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5.3.4 Notwithstanding any review or failure to review or the comments/observations of the Authority, the Developer shall be solely responsible for the adequacy of the Approved Project Implementation Plan and shall not be relieved or absolved in any manner whatsoever of any of its obligations set forth in this Agreement. The Approved Project Implementation Plan shall be signed by the Parties and appended to this Agreement as Schedule 8.

5.4 Construction Obligations of the Developer

5.4.1 The Developer shall complete the construction of the Project Facilities within 18 (eighteen) months from the date of approval of the Project Implementation Plan by the Authority. Except for reasons of a Force Majeure Event and reasons attributable to the Authority, the Developer shall not be entitled to any extension of time in the Construction Period.

5.4.2 The Developer shall undertake construction of Project Facilities in accordance with the Approved Project Implementation Plan, Applicable Laws and as per Good Industry Practices.

5.4.3 If the Developer fails to complete the construction of Project Facilities within 2 (two) years as stated above, unless such failure has occurred due to Force Majeure or for reasons solely attributable to the Authority, the Developer should in writing convey the reasons for non-completion of the same within the said period of 2 (two) years from the date of handover of the Project Site by the Authority. Upon such request, the Authority may waive the delay and extend the date for completion of construction of Project Facilities but not later than for a further period of 60 (sixty) days, subject to payment of penalty amount calculated at the rate of 0.2% (zero point two per cent) of the Performance Security for each day's delay until the completion of construction of Project Facilities. In case the construction of Project Facilities is not completed within the extended period of 60 (sixty) days, the Authority shall, subject to the provisions of Article 9.2, be entitled to terminate this Agreement. The said penalty amount should be submitted in the form of Demand Draft (DD) from any nationalized or scheduled bank in favour of ______, Udupi Nirmithi Kendra, payable in Udupi.

5.4.4 The Developer may undertake construction of Project Facilities by itself or through a contractor possessing requisite technical, financial and managerial expertise/capability; but in either case, the Developer shall remain solely responsible to meet the conditions of this Agreement.

5.4.5 The Developer shall ensure that: i) There is no construction of permanent structure on the Project Site. The proposed construction on the Project Site is temporary in nature and is proposed to be constructed through vernacular and indigenous materials like wood, stones, bamboo, terracotta tiles etc. ii) all tourism related infrastructure such as resorts/cottages to be constructed in the Project Site shall have its own arrangements for water supply, sanitation, solid and

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liquid waste disposal mechanism. All constructions shall confirm to the applicable laws and ensure minimal disruption of Project Site area. iii) Services including electricity lines are located below ground (for all new tourism related developmental activities) iv) For all constructional or developmental activities, sufficient setback shall be provided so as not to obstruct the scenic view of prominent landmarks and major attractions in and around the lake. v) Signage, bollards, display boards, dust bins and small structures (water tanks or toilet blocks) within the Project Site area have a very low visual impact and are of a form (colour, material and size) consistent with the amenity and character of the area. vi) No demolition (including the cutting of trees) is carried out by the Developer, unless specifically approved by the Authority.

5.4.6 The Developer shall clear all construction equipment, surplus materials, debris and temporary installations. The Project Site and Project Facilities should be kept tidy and an aesthetically pleasing appearance to the satisfaction of the Authority.

5.4.7 Upon completion of construction of Project Facilities as per the Approved project Implementation Plan, the Developer shall request the Authority for issuing the Completion Certificate (the “Completion Certificate”).

5.4.8 The Developer shall be entitled to operate the Project Facilities only after Completion Certificate is obtained from the Authority. The date of issuance of Completion Certificate shall be the commercial operation date (“Commercial Operation Date/COD”).

5.5 Operation and Management Obligations

5.5.1 The Developer shall ensure that the Project Facilities are opened for usage within 7 (seven) days from the Commercial Operation Date and operate and manage the same till the Expiry Date or the Termination Date as the case may be.

5.5.2 The Developer shall operate, manage & maintain the Project Site and the Project Facilities entirely at its own cost in accordance with the Good Industry Practice.

5.5.3 The Developer shall from the COD and till the Expiry Date have the sole and exclusive right to:

i. Determine, revise, charge, demand, collect, recover, retain and appropriate the User Charges at market driven rates from Users of the Project and for the goods, services, facilities and amenities etc. relating to the Project/Project Facilities at the Site that are provided, arranged or procured by the Developer by itself. ii. Provide separate customized services or tariff packages or differential rates or special or seasonal discounts for specific, regular Users or different category of users or during different parts of the year or for timely or early payment.

5.5.4 At all reasonable times and on reasonable notice, afford access to the Project Site/ Project Facility to the representatives of or Persons duly authorised by the competent authority/ Authority concerned with safety, security or environmental protection to inspect the

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Project Facility thereon and to investigate any other matter within its authority and the Developer shall further afford such Persons reasonable access to the Project Facility necessary to carry out their respective duties and functions.

5.5.5 The Developer shall, during the Agreement Period have requisite organization and designate and appoint suitable officers/ representatives as it may deem appropriate to or operate the Project Facilities, to deal with the Authority and be responsible for all necessary exchange of information required pursuant to this Agreement.

5.5.6 The Developer shall ensure: i. Activities detrimental to the peace and quiet of the birds are strictly controlled. ii. Dumping of solid and liquid wastes from resorts and private residences into the water bodies is strictly prohibited. iii. Usage of paper bags, cloth bags and other alternatives instead of polythene bags, wherever possible are banned from use in the area. iv. Dredging, de-silting and removal of weeds from the lake and water bodies will be carried out from time to time as per Good Industry Practice. v. Afforestation of the Project Site and provide assistance to local communities for afforestation and protection of mangroves. vi. Pathways shall be designed and built aesthetically with natural coloured pavements vii. Stabilization, rehabilitation, re-vegetation and landscaping of the lakefront setback are undertaken as per Good Industry Practice. viii. The quality of treated effluents, solid wastes, emissions and noise levels and the like, from the Project Site area must conform to the standards laid down by the competent authorities including the Central or State Pollution Control Board and under the Environment (Protection) Act, 1986 ix. Necessary arrangements for the treatment of the effluents and solid wastes must be made and it must be ensured that the untreated effluents and solid wastes are not discharged into the water or on the lake; and no effluent or solid waste shall be discharged into the lake; x. To undertake activities relating to rainwater harvesting, protection of biological resource, enhancement of water quality etc. xi. Water recycling techniques will be adopted to minimize water use and maximize recycling xii. No mining of quarrying of sand, mines and rare minerals are undertaken in the Project Site area.

5.6 Yearly Operation and Maintenance Reports

The Developer shall, no later than 7 (seven) days after the close of each year, furnish to the Authority a yearly operation & management report on progress of the operation & management of the Project Facilities. The Developer shall also promptly give such other relevant information as may be required by the Authority in its operation & management including the details mentioned in Schedule 3.

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5.7 Environmental and Safety Compliance

5.7.1 The Developer shall conform to the laws such as Water (Prevention and Control of Pollution) Act, 1974, the Indian Forest Act, 1927, the Forest (Conservation) Act, 1980, the Environment (Protection) Act, 1986 etc pertaining to environment, health and safety aspects including, policies and guidelines related thereto, including rainwater harvesting, energy conservation and other such ecological/ sustainable solutions/mechanisms and conforming to Good Industry Practice for securing the safety of the users of the Project Facilities.

5.7.2 The Developer shall ensure to take all reasonable steps to protect the environment on and off the Project Site and to avoid damage or nuisance to persons or to property of the public or others resulting from pollution, noise or other causes arising as a consequence of his methods of operation. During the Agreement Period, the Developer and his sub- contractors shall abide at all times by all existing enactments on environmental protection and rules made there under, regulations, notifications and bye-laws of the State or Central Government, or local authorities and any other law, bye-law, regulations that may be passed or notification that may be issued in this respect in future by the State or Central Government or the local authority. Additional environmental safeguards should be employed wherever Civil Works include restoration works, such as during the restoration process especially in terms of waste management, use of water, slaking of lime and other restoration processes.

5.8 Alterations, Modifications or Expansion

5.8.1 The Developer may with the prior approval of the Authority and subject to any conditions, as may be specified by the Authority and obtaining the necessary clearances from the municipal and other relevant authority, carry out necessary alterations/modifications/expansion to the Project Facilities or undertake new expansion in order to meet his obligation of providing the Project. Any such alteration, modification or expansion shall be subject to Applicable Law and obtaining Applicable Permits for such alteration/modification/new expansion. Provided however that such alteration/modification/new expansion, shall not at any time cause any damage or have a dangerous effect on either the stability of the Project or otherwise adversely affect the safety of the users of the Project Facilities.

5.8.2 In case of any such damages due to alterations/modifications/expansion to the Project Facilities, the Developer shall bear all such costs related to such damages. In case the Developer does not rectify the damages within the time specified by the Authority, the Authority may rectify the said damages and deduct the cost incurred in rectifying the damages from the Performance Security.

5.8.3 In case of a change in Applicable Law resulting for further expansion of the built – up area at any time during the Agreement Period, the Developer may, at its cost and expense, construct the same by mutual consent of the Parties. Such extended built - up area shall remain and continue to be the property of the Authority as per the provisions of this Agreement. The Developer shall posses all rights under this Agreement on such extended

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built - up area including and the right to collect User fees/charges/tariffs for the Project Facilities and services provided. Any modification to the Project Facilities should be carried out with prior written approval and permission of the Authority. It is further agreed that if such additional construction is carried out on the Project Site as a result of such utilisation of additional built – up area, the Fee payable to the Authority shall also be increased on mutually agreed terms and conditions.

5.9 General Obligations

Subject to and on the terms and conditions of this Agreement, the Developer shall at its own cost and expense: (a) During the Agreement Period protect the Project Site and the Project Site from any encroachments or Encumbrances, or illegal activities save and except as otherwise expressly set forth in this Agreement. (b) Ensure that the Project Site and the Project Facilities is not used for any activities which are prohibited under the Applicable Laws with regard to Project Facilities at all times during the Agreement Period. (c) procure and maintain in full force and effect, as necessary, appropriate proprietary rights, licenses, agreements and Applicable Permits for materials, methods, processes and systems used in or incorporated into the Project Facilities including the permits set out in Schedule 4 and keep in force in conformity with the Applicable Laws. (d) pay all taxes including service tax, property tax, duties (including stamp duties) and outgoings, utility charges relating to the execution of the Agreement, construction of Project Facilities and operation & management thereof. (e) make efforts to maintain harmony and good industrial relations among the personnel employed in connection with the performance of its obligations under this Agreement and shall be solely responsible for compliance with all labour laws and solely liable for all possible claims and employment related liabilities of its staff employed in relation with the Project Facilities. The Developer shall indemnify the Authority against any claims, damages, expenses or losses in this regard and in no case the Authority shall be treated as employer; (f) pay all utility charges (including electricity consumption and water supply charges) relating to the Project Facilities. (g) provide adequate lighting and ventilations devices, rain water harvesting, utilization of waste water, landscaping, appropriate security systems, including provision for fitting CC T.V. systems, waste management systems, cleaning systems etc.

5.10 Specific Obligations

(a) The Developer shall erect a signboard of a size not less than 2 ft X 4ft and mention that the Project Site belongs to the Authority in the format specified below. The said signboard should be of fire retardant, low smoke, zero halogen material and comply with all Indian and international standards and the Developer shall maintain the same in good condition throughout the Agreement Period. “ This Property belongs to Udupi Nirmithi Kendra and has been developed on Design, Finance, Build, Operate and Transfer basis by______[name of the Developer] for a period of 30 years from______[date].

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(b) The Developer shall conduct proper due diligence and police verification while recruiting staff for the Project. (c) The Developer shall ensure security in the Project by deploying sufficient security personnel as per good industry practice. (d) The Developer shall, in conformity with the guidelines issued from time to time by the Ministry of Social Justice and Empowerment, or a substitute thereof, procure a barrier free environment for the physically or visually challenged and for elderly persons using the Project Facilities. (e) All gold, silver, oil, minerals, precious stones, treasures, fossils, coins, articles of value or antiquity and structures and other relics or remains or things of geological or archeological interest discovered on the Project Site shall be the property of the Authority . The Developer shall take reasonable precautions to prevent any person from removing or damaging any such article or thing. The Developer shall immediately upon the discovery of such article or thing inform the Authority and follow the instructions for dealing therewith that may be issued by the Authority.

5.11 Insurance

(a) During the Agreement Period

The Developer shall at its cost and expense, purchase and maintain by due re-instatement or otherwise, during the construction of the Project Facilities, such insurance as are necessary including but not limited to the following: (i) Developer’s all risk insurance; (ii) loss, damage or destruction of the Project Facilities at replacement value; (iii)comprehensive third party liability insurance including injury or death to personnel / representatives of Persons who may enter the Project Site; (iv) workmen’s compensation insurance; (v) any other insurance that may be necessary to protect the Developer, its employees and its assets against loss, damage, destruction, business interruption or loss of profit including insurance against all Force Majeure Events that are insurable.

(b) Validity of Insurance

The Developer shall from time to time promptly pay insurance premium, keep the insurance policies in force and valid throughout the Agreement Period and furnish copies thereof to the Authority.

If at any time the Developer fails to obtain or maintain in full force and effect any and all of the insurance required under this Agreement, the Authority may at its option (but not being obliged to do so) obtain and maintain such insurance and all sums incurred by the Authority thereof shall be reimbursed by the Developer to the Authority together with interest thereon at 5% over SBI PLR from the date the respective sums were incurred by the Authority , within 7 (seven) days from the receipt of claim in respect thereof made by the Authority .

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(c) Application of Insurance Proceeds

Subject to the provisions of the Financing Documents and unless otherwise provided herein, the proceeds of all insurance policies received shall be promptly applied by the Developer towards repair, upgradation, restoration or re-instatement of the Project or any part thereof which may have been damaged or destroyed. The Developer may designate the Lenders as the loss payees under the insurance policies or assign the insurance policies in their favour as security for the financial assistance provided by them to the Project. The Developer shall carry out such repair, upgradation, restoration or re-instatement to the extent possible in such manner that the Project after such repair, upgradation, restoration or re-instatement be as far as possible in the same condition as it were prior to such damage or destruction, normal wear and tear excepted.

5.12 No Breach of Obligations

The Developer shall not be considered to be in breach of its obligations under this Agreement nor shall it incur or suffer any liability if and to the extent performance of any of its obligations under this Agreement is affected by or on account of any of the following: i. Force Majeure Event, subject to Article 9.3 and ii. the Authority Event of Default.

5.13 Consortium4

For the purpose of this Clause, the terms Proposal, the Joint Bidding Agreement, Qualification Criteria, RFP and Bidders shall have the meaning assigned to them in Volume I of the Request for Proposal issued for the Project.

a. Scope of Consortium

The obligations of the Developer under this Agreement could be carried out either by the Developer or the other Consortium Member but in either case, the Lead Member shall be solely responsible for compliance of such obligations.

b. Procedure for Change in Consortium

i. The Developer shall ensure the Lead Member of the Consortium shall remain the Lead Member throughout the period of the Agreement and there cannot be any change in the Lead Member. The Other Member of the Consortium may be changed only after expiry of 5 (five) years from the date of approval of Project Implementation Plan.

ii. In case any change is proposed with respect to the Other Member by the Developer, the Developer shall submit a proposal to the Authority setting out, inter alia, the following (“Proposal for Change in Consortium”):

4 To be deleted in case Successful Bidder is not a Consortium

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a. Name of Consortium Member(s) proposed to be replaced; b. Details of Company(s) (including annual reports, technical experiences)proposed to be part of the Consortium; c. Memorandum of Understanding between the Developer and proposed member of Consortium; and d. Undertaking from the proposed member that it will comply with the conditions set out in the Proposal of the original Consortium.

iii. The Proposal for Change in Consortium may be accepted by the Authority, at its discretion, if and only if, a. The Lead Member will remain part of the Consortium; b. The proposed Other Member is a company incorporated under the Companies Act, 1956, or partnership firm registered under the partnership Act, or registered sole proprietorship firm under the proprietorship Act; c. The reconstituted Consortium continues to meet the Qualification Criteria set out in the RFP issued to Bidders for the Project; d. The reconstituted Consortium expressly adopts the Proposal already made on behalf of the original Consortium as if it were party to it originally; e. The agreement for proposed reconstituted Consortium is substantially similar to original agreement submitted by the original Consortium; and f. Any other clarifications sought by the Authority are satisfactorily provided by the Developer. iv. The reconstituted Consortium shall be effective from the date of acceptance of proposal for change in Consortium by the Authority.

6. ARTICLE 6- AUTHORITY 'S OBLIGATIONS

In addition to and not in derogation or substitution of any of its other obligations under this Agreement, the Authority shall have the following obligations:

6.1 Specific Obligations

6.1.1 The Authority shall grant in a timely manner all such approvals, permissions and authorisations which the Developer may require or is obliged to seek from the Authority under this Agreement, in connection with implementation of the Project and the performance of its obligations. Provided where authorization for availment of utilities such as power, water, sewerage, telecommunications or any other incidental services/utilities is required, the same shall be provided by the Authority, within fifteen days (15) days from receipt of request from the Developer to make available such authorization.

6.1.2 The Authority shall subsequent to signing of joint inspection report by both the Parties handed over to the Developer, on as-is-where-is basis, vacant and peaceful physical possession of the Project Site free from Encumbrance and encroachment, for preparation of the Project Implementation Plan for upgradation, operation and management of the Project Facilities.

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6.1.3 The Authority shall upon satisfactory completion of construction of Project Facilities on the Project Site issue a certificate of completion (“Completion Certificate”) within 15 (fifteen) days from the date of receipt of request from the Developer.

6.2 General Obligations

6.2.1 The Authority shall where appropriate provide necessary assistance to the Developer in securing Applicable Permits.

6.2.2 observe and comply with all its obligations set forth in this Agreement.

7. ARTICLE 7 - FEE PAYMENT

7.1 Developer’s Obligations

7.1.1 In consideration of the Rights hereby granted, the Developer shall pay to the Authority an annual fee of Rs.______/- (Rupees______Only) (“Fee”) in advance from the 3rd (third) year of Appointed Date. The Fee is payable to the Authority on or before 5th (fifth) day of every year as set out in Schedule 1 during the Agreement Period. During the Agreement Period the Fee shall increase by 5% (five percent) every year over the previous year’s Fee on compound basis from the 4th (Fourth) year of the Appointed Date.

7.1.2 The Developer should pay the Fee to the Authority notwithstanding the fact that, the construction of Project facilities is not completed within the specified period or Developer does not start the commercial operation of the Project. In other words, the Developer shall not be entitled to seek any reduction of Fee, claim, damages, compensation or any other consideration from the Authority on account of any reason.

7.1.3 Any delay in payment of the Fee shall attract an interest for the delayed period at the rate of SBI PLR plus 5% per annum on the outstanding amount, which shall be due from the date of such payment till the amount is realized by the Authority. In addition to the foregoing, any delay in payment of Fee beyond a period of 60 (sixty) days from the due date of such payment will be construed to be Material Breach under this Agreement.

7.2 Mode of Payment

The Payment shall be made by way of demand draft drawn on any nationalized or scheduled bank in favour of ______, Udupi Nirmithi Kendra, payable at Udupi and shall be sent sufficiently in advance to the address specified in Article 13.7 so as to ensure realisation/ encashment thereof on or before Due Date.

8. ARTICLE 8 - FORCE MAJEURE

8.1 Force Majeure Event

Any of the following events which is beyond the control of the Party claiming to be affected thereby (“Affected Party”) and which the Affected Party has been unable to overcome or prevent despite exercise of due care and diligence, and prevents the Affected

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Party from performing or discharging its obligations under this Agreement, shall constitute Force Majeure Event: (a) act of god or (b) strikes, labour disruptions, riots or any other industrial disturbances not arising on account of the acts or omissions of the Developer, for which no offsetting compensation is payable to the Developer; (c) acts of expropriation, compulsory takeover of the Project Site and Project Facilities by the Government or any part thereof or (d) any judgement or any order of a court of competent jurisdiction or statutory authority in India made against the Developer in any proceedings which is non- collusive and duly prosecuted by the Developer.

8.2 Termination due to Force Majeure Event

(a) Termination (i) If a Force Majeure Event, is an event described under Clause 8.1(a), (b) and (d), continues or is in the reasonable judgement of the Parties likely to continue beyond a period of 120 (one hundred and twenty) days, the Parties may mutually decide to terminate this Agreement or continue this Agreement on mutually agreed revised terms. If the Parties are unable to reach an agreement in this regard, the Affected Party shall after the expiry of the said period of 120 (one hundred and twenty) days, be entitled to terminate this Agreement. (ii) If the Force Majeure Event is an event described in Clause 8.1 (c) and the Developer having exhausted the remedies available to him under the Applicable Laws, has been unable to secure the remedy, the Developer shall be entitled to terminate this Agreement.

Provided further, the Authority may at its sole discretion have the option to terminate this Agreement any time after the occurrence of any event described under Clause 8.1(c)

(b) Termination Notice

If either Party, having become entitled to do so, decides to terminate this Agreement pursuant to the preceding Clause 8.2 (a) (i) or 8.2 (a) (ii), it shall issue Termination Notice setting out ; (i) in sufficient detail the underlying Force Majeure Event; (ii) the Termination Date which shall be a date occurring not earlier than 60 (sixty) days from the date of Termination Notice; (iii) the estimated Termination Payment including the details of computation thereof and; (iv) any other relevant information.

(c) Obligation of Parties

Following issue of Termination Notice by either Party, the Parties shall promptly take all such steps as may be necessary or required to ensure that;

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(i) the Termination Payment, if any, payable by the Authority in accordance with the following Clause 8.2 (d) is paid to the Developer on the Termination Date and (ii) the Project Site along with the Project Facilities are handed back to the Authority by the Developer on the Termination Date free from all Encumbrance.

(d) Termination Payment

Upon Termination of this Agreement due to a Force Majeure Event, Termination Payment shall be made to the Developer by the Authority in accordance with the following: (i) If Termination is due to a Force Majeure Event, described under Clauses 8.1(a), 8.1 (b) and 8.1 (d), no Termination Payment shall be made by the Authority to the Developer but, the Developer shall be entitled to receive and appropriate the proceeds of any amounts under its own insurance policies. The Performance Security shall be released to the Developer, if subsisting. (ii) If Termination is due to the occurrence of any event described under Clause 8.1 (c), the Authority shall pay to the Developer Termination Payment equal to 100% of the Book Value.

Provided the Authority shall be entitled to deduct from the Termination Payment any amount due and recoverable by the Authority from the Developer as on the Termination Date and release the Performance Security.

8.3 Liability for other losses, damages etc.

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

9. ARTICLE 9 - EVENTS OF DEFAULT AND TERMINATION

9.1 Events of Default

Event of Default means either Developer Event of Default or the Authority Event of Default or both as the context may admit or require.

(a) Developer Event of Default

Any of the following events shall constitute an event of default by the Developer (" Developer Event of Default") unless such event has occurred as a result of a Force Majeure Event or the Authority Event of Default or any governmental action for reasons other than any breach, default or lapse on the part of the Developer:

(i) The Performance Security has been encashed and appropriated by the Authority in accordance with this Agreement and the Developer fails to replenish or provide fresh Performance Security within 60 (sixty) days;

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(ii) The Developer has failed to make any Payment on Due Date thereof and more than 60 days have elapsed since such default; (iii) The Developer has failed to complete the construction within the stipulated time period in this Agreement and any extension thereof; (iv) The Project Facilities are damaged or modified without obtaining approval from the Authority; (v) The Developer is in Material Breach of any of its other obligations under this Agreement on account of its own acts of omission or commission and the same has not been remedied for more than 60 (sixty) days; (vi) Any representation made or warranty given by the Developer under this Agreement is found to be false or misleading; (vii) A resolution for voluntary winding up has been passed by the shareholders of the Developer; (viii) Any petition for winding up of the Developer has been admitted and liquidator or provisional liquidator has been appointed or the Developer has been ordered to be wound up by Court of competent jurisdiction, except for the purpose of amalgamation or reconstruction with the prior consent of the Authority , provided that, as part of such amalgamation or reconstruction and the amalgamated or reconstructed entity has unconditionally assumed all surviving obligations of the Developer under this Agreement. (ix) The Developer has abandoned or manifests intention to abandon the construction of and /or operation & management of the Project Facilities without the prior written consent of the Authority. (x) The Developer has unlawfully repudiated this Agreement or has otherwise expressed an intention not to be bound by this Agreement; (xi) If the Developer fails to pay the necessary insurance premiums in terms of this Agreement and thereby causes the insurance coverage to diminish, terminate or expire. (xii) The Developer has leased, mortgaged, assigned, transferred or created any lien or Encumbrance on the whole or any part of the Project Site or Project Facilities, save and except as expressly permitted by this Agreement.

(b) Authority Event of Default

Any of the following events shall constitute an event of default by the Authority ("Authority Event of Default”), when not caused by a Developer Event of Default: (i) The Authority is in Material Breach of any of its obligations under this Agreement and has failed to cure such breach within 60 (sixty) days of receipt of notice thereof issued by the Developer; (ii) The Authority has unlawfully repudiated this Agreement or otherwise expressed its intention not to be bound by this Agreement;

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9.2 Termination due to Event of Default

(a) Termination due to Parties Event of Default

(i) Without prejudice to any other right or remedy under this Agreement, upon the occurrence of Event of Default, the Affected Party shall be entitled to terminate this Agreement by issuing a Preliminary Notice to other Party. (ii) Within 30 days of receipt of Preliminary Notice, the other Party shall forward to the Affected Party its proposal to remedy/ cure the underlying Event of Default (the "Authority Proposal to Rectify”). In case of non submission of the Proposal to Rectify by the other Party within the period stipulated therefor, the Affected Party shall be entitled to terminate this Agreement by issuing Termination Notice. (iii) If the Proposal to Rectify is forwarded by the other Party to the Affected Party within the period stipulated therefor, the other Party shall have further period of 30 days to remedy/ cure the underlying Event of Default. If, however the other Party fails to remedy/ cure the underlying Event of Default within such further period allowed, the Affected Party shall be entitled to terminate this Agreement by issuing Termination Notice.

(b) Termination Notice

If a Party having become entitled to do so decides to terminate this Agreement pursuant to the preceding Clause 9.2 (a) it shall issue Termination Notice setting out: (i) in sufficient detail the underlying Event of Default; (ii) the Termination Date which shall be a date occurring not earlier than 60 days from the date of Termination Notice; (iii)the estimated termination payment including the details of computation thereof; and, (iv) any other relevant information.

(c) Obligation of Parties

Following issue of Termination Notice by either Party, the Parties shall promptly take all such steps as may be necessary or required to ensure that;

(i) until Termination the Parties shall, to the fullest extent possible, discharge their respective obligations so as to maintain the continued operation of the Project Facilities; (ii) the termination payment, if any, payable by the Authority in accordance with the following Clause 9.2 (e) is paid to the Developer on the Termination Date and (iii)the Project Site and the Project Facilities are handed over to the Authority by the Developer on the Termination Date free from any Encumbrance along with any payment that may be due by the Developer to the Authority .

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(d) Withdrawal of Termination Notice

Notwithstanding anything inconsistent contained in this Agreement, if the Party who has been served with the Termination Notice cures the underlying Event of Default to the satisfaction of the other Party at any time before the Termination occurs, the Termination Notice shall be withdrawn by the Party which had issued the same.

Provided that the Party in breach shall compensate the other Party for any direct costs/consequences occasioned by the Event of Default which caused the issue of Termination Notice.

(e) Termination Payments

(i) Upon Termination of this Agreement on account of Developer’s Event of Default, the Authority shall be entitled to receive Termination Payment equal to 2 (two) times the Fee payable by the Developer on the Third Year of entering into this Agreement immediately succeeding the Termination Date payable by the Developer to the Authority and appropriate the Performance Security. (ii) Upon Termination of this Agreement on account of the Authority Event of Default, the Authority shall release the Performance Security, subsisting if any.

9.3 Rights of the Authority on Termination

(a) Upon Termination of this Agreement for any reason whatsoever, the Authority shall upon making the Termination Payment, if any, to the Developer have the power and authority to: (i) enter upon and take possession and control of the Project Facilities forthwith; (ii) prohibit the Developer and any person claiming through or under the Developer from entering upon/ dealing with the Project Facilities;

(b) Notwithstanding anything contained in this Agreement, the Authority shall not, as a consequence of Termination or otherwise, have any obligation whatsoever including but not limited to obligations as to compensation for loss of employment, continuance or regularization of employment, absorption or re-employment on any ground, in relation to any person in the employment of or engaged by the Developer in connection with the Project, and the handback of the Project Site along with the Project Facilities by the Developer to the Authority shall be free from any such obligation.

9.4 Accrued Rights of Parties

Notwithstanding anything to the contrary contained in this Agreement, Termination pursuant to any of the provisions of this Agreement shall be without prejudice to accrued rights of either Party including its right to claim and recover money damages and other rights and remedies which it may have in law or contract. The rights and obligations of either Party under this Agreement, including without limitation those relating to the termination payment, shall survive the Termination but only to the extent such survival is necessary for giving effect to such rights and obligations.

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10. ARTICLE 10 - EXIT MANAGEMENT 10.1 Ownership

Without prejudice and subject to this Agreement, the ownership of the Project Site along with the Project Facilities, including all improvements made therein by the Developer, shall at all-time remain that of the Authority.

10.2 Developer’s Obligations

(a) Upon the expiry of the Agreement Period by efflux of time and in the normal course, the Developer shall on the Expiry Date, hand back vacant and peaceful possession of Project Site and the Project Facilities to the Authority free of cost and in good operable condition.

(b) Atleast 12 months before the Expiry Date a joint inspection of the Project Site and Project Facilities shall be undertaken by the Authority and the Developer. The Authority shall, within 45 (forty five) days of such inspection prepare and furnish to the Developer a list of works, if any, to be carried out so as to keep the Project Facilities in good operational condition. The Developer shall promptly undertake and complete such works at least 4 (four) months prior to the Expiry Date and also ensure that the Project Facilities continue to meet such requirements until the same are handed back to the Authority on the Expiry Date.

(c) The Authority shall, within 45 (forty five) days of the joint inspection undertaken under Clause 10.2(b) prepare and furnish to the Developer a list of items, if any, with corresponding distinctive descriptions, which are to be compulsorily handed back to the Authority along with the Project Site and Project Facilities.

(d) The Developer hereby acknowledges Authority’s rights specified in Article 9.3 enforceable against it upon Termination and its corresponding obligations arising therefrom. The Developer undertakes to comply with and discharge promptly all such obligations.

11. ARTICLE 11 - DISPUTE RESOLUTION

11.1 Amicable Resolution

(a) Save where expressly stated to the contrary in this Agreement, any dispute, difference or controversy of whatever nature between the Parties, howsoever arising under, out of or in relation to this Agreement (the "Dispute") shall in the first instance be attempted to be resolved amicably in accordance with the procedure set forth in Clause 11.1 (b) below.

(b) Either Party may require such Dispute to be referred to the Authority, and the Chief Executive Officer/Director/Partner of the Developer for the time being, for amicable settlement. Upon such reference, the two shall meet at the earliest mutual convenience and in any event within 15 days of such reference to discuss and attempt to amicably resolve the Dispute. If the Dispute is not amicably settled within 15 (fifteen) days of such meeting

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between the two, either Party may refer the Dispute to arbitration in accordance with the provisions of Article 11.2 below.

11.2 Arbitration

(a) Procedure

Subject to the provisions of Article 12.1, any Dispute which is not resolved amicably shall be finally settled by binding arbitration under the Arbitration and Conciliation Act, 1996.

(b) Place of Arbitration

The place of arbitration shall ordinarily be in Bengaluru by agreement of the Parties, the arbitration hearings, if required, may be held elsewhere.

(c) English Language

The request for arbitration, the answer to the request, the terms of reference, any written submissions, any orders and awards shall be in English and, if oral hearings take place, English shall be the language to be used in the hearings.

(d) Enforcement of Award

The Parties agree that the decision or award resulting from arbitration shall be final and binding upon the Parties and shall be enforceable in accordance with the Provision of the Arbitration Act subject to the rights of the aggrieved parties to secure relief from any higher forum.

11.3 Performance during Dispute Resolution

Pending the submission of and/or decision on a Dispute and until the arbitral award is published; the Parties shall continue to perform their respective obligations under this Agreement without prejudice to a final adjustment in accordance with such award.

12. ARTICLE 12 - REPRESENTATIONS AND WARRANTIES

12.1 Representations and Warranties of the Developer

The Developer represents and warrants to the Authority that:

(a) it is duly organised, validly existing and in good standing under the laws of India; (b) it has full power and authority to execute, deliver and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (c) it has taken all necessary corporate and other action under Applicable Laws and its constitutional documents to authorise the execution, delivery and performance of this Agreement;

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(d) it has the financial standing and capacity to undertake the Project; (e) this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (f) the execution, delivery and performance of this Agreement will not conflict with, result in the breach of, constitute a default under or accelerate performance required by any of the terms of the Developer 's Memorandum and Articles of Association or any Applicable Laws or any covenant, agreement, understanding, decree or order to which it is a party or by which it or any of its properties or assets are bound or affected; (g) there are no actions, suits, proceedings or investigations pending or to the Developer 's knowledge threatened against it at law or in equity before any court or before any other judicial, quasi judicial or other authority, the outcome of which may constitute Developer Event of Default or which individually or in the aggregate may result in Material Adverse Effect; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Agency which may result in Material Adverse Effect; (i) it has complied with all Applicable Laws and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have Material Adverse Effect; (j) subject to receipt by the Developer from the Authority of any amount due under any of the provisions of this Agreement, in the manner and to the extent provided for under the applicable provisions of this Agreement all rights and interests of the Developer in and to the Project shall pass to and vest in the Authority on the Termination Date free and clear of all Encumbrances without any further act or deed on the part of the Developer or the Authority ; (k) no representation or warranty by the Developer contained herein or in any other document furnished by it to the Authority or to any Government Agency in relation to Applicable Permits contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary to make such representation or warranty not misleading; (l) no bribe or illegal gratification has been paid or will be paid in cash or kind by or on behalf of the Developer to any person to procure the Project. (m) Without prejudice to any express provision contained in this Agreement, the Developer acknowledges that prior to the execution of this Agreement, the Developer has after a complete and careful examination made an independent evaluation of the Project, and the information provided by the Authority , and has determined to its satisfaction the nature and extent of risks and hazards as are likely to arise or may be faced by the Developer in the course of performance of its obligations hereunder.

The Developer also acknowledges and hereby accepts the risk of inadequacy, mistake or error in or relating to any of the matters set forth above and hereby confirms that the Authority shall not be liable for the same in any manner whatsoever to the Developer.

12.2 Representations and Warranties of the Authority

The Authority represents and warrants to the Developer that:

(a) The Authority has full power and authority to grant the Project;

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(b) The Authority has taken all necessary action to authorise the execution, delivery and performance of this Agreement; (c) This Agreement constitutes the Authority ’s legal, valid and binding obligation enforceable against it in accordance with the terms hereof; (d) There are no suits or other legal proceedings pending or threatened against the Authority in respect of the Project Site or the Project Facilities.

12.3 Obligation to Notify Change

In the event that any of the representations or warranties made/given by a Party ceases to be true or stands changed, the Party who had made such representation or given such warranty shall promptly notify the other of the same.

13. ARTICLE 13 - MISCELLANEOUS

13.1 Assignment and Charges

The Developer shall not assign in favour of any person this Agreement or the rights, benefits and obligations hereunder save and except with prior consent of the Authority. The Developer shall also not create nor permit to subsist any Encumbrance over the Project except with prior consent in writing of the Authority, which consent the Authority shall be entitled to decline without assigning any reason whatsoever.

13.2 Interest and Right of Set Off

Any sum which becomes payable under any of the provisions of this Agreement by one Party to the other Party shall, if the same be not paid within the time allowed for payment thereof, shall be deemed to be a debt owed by the Party responsible for payment thereof to the Party entitled to receive the same. Such sum shall until payment thereof carry interest at SBI PLR plus 5% per annum from the due date for payment thereof until the same is paid to or otherwise realised by the Party entitled to the same. Without prejudice to any other right or remedy that may be available under this Agreement or otherwise under law, the Party entitled to receive such amount shall also have the right of set off.

Provided the stipulation regarding interest for delayed payments contained in this Article 13.2 shall neither be deemed nor construed to authorise any delay in payment of any amount due by a Party nor be deemed or construed to be a waiver of the underlying breach of payment obligations.

13.3 Governing Law and Jurisdiction

This Agreement shall be governed by the laws of India. The Courts at Bengaluru shall have jurisdiction over all matters arising out of or relating to this Agreement.

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13.4 Waiver

(a) Waiver by either Party of any default by the other Party in the observance and performance of any provision of or obligations under this Agreement:

(i) shall not operate or be construed as a waiver of any other or subsequent default hereof or of other provisions or obligations under this Agreement; (ii) shall not be effective unless it is in writing and executed by a duly authorised representative of such Party; and (iii) shall not affect the validity or enforceability of this Agreement in any manner.

(b) Neither the failure by either Party to insist on any occasion upon the performance of the terms, conditions and provisions of this Agreement or any obligation hereunder nor time or other indulgence granted by a Party to the other Party shall be treated or deemed as waiver/breach of any terms, conditions or provisions of this Agreement.

13.5 Survival

Termination of this Agreement

(a) shall not relieve the Developer or the Authority of any obligations already incurred hereunder which expressly or by implication survives Termination hereof, and

(b) except as otherwise provided in any provision of this Agreement expressly limiting the liability of either Party, shall not relieve either Party of any obligations or liabilities for loss or damage to the other Party arising out of or caused by acts or omissions of such Party prior to the effectiveness of such Termination or arising out of such Termination.

13.6 Amendments

This Agreement and the Schedules together constitute a complete and exclusive understanding of the terms of the Agreement between the Parties on the subject hereof and no amendment or modification hereto shall be valid and effective unless agreed to by all the Parties hereto and evidenced in writing.

13.7 Notices

Unless otherwise stated, notices to be given under this Agreement including but not limited to a notice of waiver of any term, breach of any term of this Agreement and termination of this Agreement, shall be in writing and shall be given by hand delivery, recognized international courier, mail, telex or facsimile transmission and delivered or transmitted to the Parties at their respective addresses set forth below:

If to the Authority : ______

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If to the Developer: ______

Or such address, telex number, or facsimile number as may be duly notified by the respective Parties from time to time, and shall be deemed to have been made or delivered

(i) in the case of any communication made by letter, when delivered by hand, by recognized international courier or by mail (registered, return receipt requested) at that address, and (ii) in the case of any communication made by telex or facsimile, when transmitted properly addressed to such telex number or facsimile number.

13.8 Severability

If for any reason whatsoever any provision of this Agreement is or becomes invalid, illegal or unenforceable or is declared by any court of competent jurisdiction or any other instrumentality to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not be affected in any manner, and the Parties shall negotiate in good faith with a view to agreeing upon one or more provisions which may be substituted for such invalid, unenforceable or illegal provisions, as nearly as is practicable. Provided failure to agree upon any such provisions shall not be subject to dispute resolution under this Agreement or otherwise.

13.9 No Partnership

Nothing contained in this Agreement shall be construed or interpreted as constituting a partnership between the Parties. Neither Party shall have any authority to bind the other in any manner whatsoever.

13.10 Language

All notices required to be given under this Agreement and all communications, documentation and proceedings which are in any way relevant to this Agreement shall be in writing and in English language.

13.11 Exclusion of Implied Warranties etc.

This Agreement expressly excludes any warranty, condition or other undertaking implied at law or by custom or otherwise arising out of any other agreement between the Parties and any representation by any Party not contained in a binding legal agreement executed by the Parties.

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13.12 Counterparts

This Agreement may be executed in two counterparts, each of which when executed and delivered shall constitute an original of this Agreement but shall together constitute one and only the Agreement.

IN WITNESS WHEREOF THE, PARTIES HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN.

SIGNED SEALED AND DELIVERED

For and on behalf of Udupi Nirmithi Kendra by:

(Signature) (Name) (Designation)

For and on behalf of ______(Developer) by:

(Signature) (Name) (Designation)

In the presence of :

1)

2)

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SCHEDULES

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SCHEDULE 1 - PAYMENT SCHEDULE

The Developer shall pay to the Authority an annual fee of Rs.______/- (Rupees______Only) (“Fee”) in advance from the 3rd year of Appointed Date. The Fee is payable to the Authority on or before 5th (Fifth) day of every year throughout the Agreement Period as specified in the table below. The Fee shall increase by 5% (five percent) every year over the previous year’s Fee on compound basis from the 4th (fourth) year of the Appointed Date.

Annual Escalation Anniversary Amount of Fee Payable Due Date (in Percentage) to the Authority (in Rs) 0% First No payment of Fee to the Authority 0% Second No payment of Fee to the Authority 0% Third 5% Fourth 5% Fifth 5% Sixth 5% Seventh 5% Eight 5% Ninth 5% Tenth 5% Eleventh 5% Twelfth 5% Thirteenth 5% Fourteenth 5% Fifteenth 5% Sixteenth 5% Seventeenth 5% Eighteenth 5% Nineteenth 5% Twentieth 5% Twenty First 5% Twenty Second 5% Twenty Third 5% Twenty Fourth 5% Twenty Fifth 5% Twenty Sixth 5% Twenty Seventh 5% Twenty Eighth 5% Twenty Ninth 5% Thirtieth

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SCHEDULE 2 - PERFORMANCE SECURITY

(PROFORMA OF BANK GUARANTEE)5

THIS DEED OF GUARANTEE executed on this the ______day of ______at ______by______(Name of the Bank) having its Head / Registered office at ______hereinafter referred to as “the Guarantor” which expression shall unless it be repugnant to the subject or context thereof include successors and assigns;

In favour of

Udupi Nirmithi Kendra having its office at ______, hereinafter referred to as “the Authority”, which expression shall, unless repugnant to the context or meaning thereof include its administrators, successors or assigns.

WHEREAS

A. By the Project Development and Management Agreement being entered into between the Authority and ______, a company incorporated under the provisions of the Companies Act, 1956 having its registered office/ permanent address at ______(“the Project Development and Management Agreement”) the Company had been granted the Rights to implement the Project for development/ construction and operations, management and transfer of the ______[name of the property], hereinafter referred to as Project. B. In terms of Article 5.1 of the Project Development and Management Agreement, the Company is required to furnish to the Authority , an unconditional and irrevocable bank guarantee for an amount of Rs. ______/-(Rupees ______Only) (As specified in Clause 5.1 of the Project Development and Management Agreement), as security for due and punctual performance/discharge of its obligations under the Project Development and Management Agreement, substantially in the format annexed as Schedule 2 to the Project Development and Management Agreement. C. At the request of the Company, the Guarantor has agreed to provide guarantee, being these presents, guaranteeing the due and punctual performance/discharge by the Company of its obligations under the Project Development and Management Agreement.

NOW THEREFORE THIS DEED WITNESSETH AS FOLLOWS:

1. Capitalised terms used herein but not defined shall have the meaning assigned to them respectively in the Project Development and Management Agreement. 2. The Guarantor hereby irrevocably guarantees the due and punctual performance by ______[name of the successful Bidder] (hereinafter called “the Developer”) of all its obligations under the Project Development and Management Agreement. 3. The Guarantor shall, without demur, pay to the Authority sums not exceeding in aggregate Rs. ______/-(Rupees ______Only) (As specified in Clause 5.1 of the Project Development and Management Agreement), within five (5) calendar days of

5 To be issued by a Scheduled Bank in India and from ______branch only

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receipt of a written demand therefore from the Authority stating that the Company has failed to meet its performance obligations under the Project Development and Management Agreement. The Guarantor shall not go into the veracity of any breach or failure on the part of the Developer or validity of demand so made by the Authority and shall pay the amount specified in the demand notwithstanding any direction to the contrary given or any dispute whatsoever raised by the Developer or any other Person. The Guarantor’s obligations hereunder shall subsist until all such demands are duly met and discharged in accordance with the provisions hereof. 4. In order to give effect to this Guarantee, the Authority shall be entitled to treat the Guarantor as the principal debtor. The obligations of the Guarantor shall not be affected by any variations in the terms and conditions of the Project Development and Management Agreement or other documents or by the extension of time for performance granted to the Company or postponement/non exercise/ delayed exercise of any of its rights by the Authority or any indulgence shown by the Authority to the Developer and the Guarantor shall not be relieved from its obligations under this Guarantee on account of any such variation, extension, postponement, non exercise, delayed exercise of any of its rights by the Authority or any indulgence shown by the Authority provided nothing contained herein shall enlarge the Guarantor’s obligation hereunder. 5. This Guarantee shall be irrevocable and shall remain in full force and effect until ______unless discharged/released earlier by the Authority in accordance with the provisions of the Project Development and Management Agreement. The Guarantor’s liability in aggregate be limited to a sum of Rs. ______/- (Rupees ______Only) (As specified in Clause 5.1 of the Project Development and Management Agreement). 6. This Guarantee shall not be affected by any change in the constitution or winding up of the Developer / the Guarantor or any absorption, merger or amalgamation of the Developer / the Guarantor with any other Person. 7. The Guarantor has power to issue this guarantee and discharge the obligations contemplated herein, and the undersigned is duly authorised to execute this Guarantee pursuant to the power granted under ______.

IN WITNESS WHEREOF THE GUARANTOR HAS SET ITS HANDS HEREUNTO ON THE DAY, MONTH AND YEAR FIRST HEREINABOVE WRITTEN SIGNED AND DELIVERED by ______Bank by the hand of Shri ______its ______and authorised official.

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SCHEDULE 3- YEARLY OPERATION AND MANAGEMENT REPORT REQUIREMENTS

The reporting and information that generally need to be provided by the Developer are given below. The requirements given below are indicative of the type of information to be provided. The format of such reports, recording requirements, software standards and number of copies required would be finalised in consultation with the Authority. All reports and records shall be in the English language.

Yearly Operation and Management Report

During the Agreement Period, within 5 days of the end of each year, the Developer shall provide to the Authority a yearly Operation and Management Report which shall contain the following minimum information: (i) Details of major management undertaken and expense incurred towards the same (ii) Inspections undertaken by the Developer during the year and action taken/ proposed thereafter; (iii) Technical and steps undertaken for operation and management of the Project Facilities and inspection compliance report (iv) Management activities undertaken during the year ended (v) Details of any Emergency and action taken

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SCHEDULE 4 - INDICATIVE LIST OF APPLICABLE PERMITS

Relevant permits, licenses and No Objection Certificates shall be obtained from various departments for the development and operations of the Project. Some of the applicable permits, licenses etc includes, but is not limited to the following.

1. Before Construction

Before the Commencement of Construction the Developer will be required to obtain all the applicable clearances, licenses, permits, etc. including those listed below:

a. Plan and construction approvals from the competent authority. b. Approved drawings, structural drawings, estimate and other relevant documents from the competent authorities as per their rules, regulations and guidelines. c. All other relevant clearances from other authorities as required for construction of buildings at the Project Site. d. Environmental Clearance from State Environment Impact Assessment Authority / other appropriate Central / State authority as the case may be. e. Registration as Entertainment / Commercial establishment with f. NOC from Police Department g. NOC from Fire Service Department ensuring proper fire fighting measures have been taken care in the proposed development. h. NOC/Permission for any other relevant Government Department/Authority i. Approval/ Clearances as per the applicable laws, policies and guidelines j. Other relevant statutory approvals/permits for construction and operation of the Project.

2. Before Commercial Operation Date

After the completion and before the Commercial Operation Date, the Developer shall be required to obtain all the applicable clearances, licenses, permits, etc. including those listed below: a. All trade licenses as applicable. b. Approval/permits from fire safety authorities. c. License from Police Department to operate as public amusement facility d. NOC from Health Department to ensure the proper hygienic and sanitary condition of the development e. NOC from Food Department/ the Authority to ensure the quality of food served in the facility (Food Court, Restaurants, and Cafés etc.) f. NOC/Permission from any of the relevant Department/Authority

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SCHEDULE 5 – JOINT INSPECTION REPORT

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SCHEDULE 6 - LETTER OF AWARD ISSUED TO THE DEVELOPER

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SCHEDULE 7 – TECHNICAL AND FINANCIAL PROPOSAL OF THE DEVELOPER

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SCHEDULE 8 – APPROVED PROJECT IMPLEMENTATION PLAN

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REQUEST FOR PROPOSAL

FOR

SELECTION OF A DEVELOPER FOR DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM FACILITIES AT MANAPALLA LAKE, UDUPI DISTRICT

VOLUME III

Dated 4th September, 2015

UDUPI NIRMITHI KENDRA Deputy Commissioner Office 'A' Block, 1st Floor, Rajathadri Complex, Manipal, Udupi- 576104, Phone: +91 820-2527-600/900 Fax: +91 820-2527-600, E-mail: [email protected]

DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

TABLE OF CONTENTS

1. Introduction ...... 3 1.1 Objectives ...... 3 2. Regional Profile ...... 4 2.1 The Geographical Location ...... 4 2.2 Regional Linkages and Connectivity ...... 4 2.3 Climate ...... 5 2.4 Demography ...... 5 2.5 Economy ...... 5 2.6 Tourism ...... 6 3. Project Site ...... 7 3.1 Location ...... 7 3.2 Site Features and Surroundings ...... 8 3.3 Distance from Major Landmarks ...... 9 3.4 SWOT analysis ...... 10 4. Identification Of Project Facilities ...... 11 4.1 Project Facilities ...... 11 4.2 Area Statement ...... 13 4.3 Design Principles ...... 13 5. Environmental & Social impact of lake restoration ...... 17 5.1 Environmental Impact ...... 17 5.2 Economic Impact ...... 17 5.3 Social Impact ...... 17 6. Project Cost ...... 19 6.1 Estimated Project Cost ...... 19 Annexure A - Tourism in Udupi ...... 20 a. Srikrishna Temple ...... 20 b. Malpe Beach ...... 20 c. St. Mary's Island ...... 20 d. Kollur Mookambika Temple ...... 21 e. Marawanthe Beach ...... 21 f. Kundapur ...... 22

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

1. INTRODUCTION

Manapalla Development Committee (MDC) is in possession of 99 acres (approx.) of land in and around the Manapalla Lake. It intends to develop tourism related infrastructure at Manapalla Lake under an appropriate Public Private Partnership (PPP) framework to boost the tourist footfalls in the region.

Udupi Nirmithi Kendra (UNK), an agency sponsored by the Government by India (GoI) and the Government of Karnataka (GoK), has been authorized by MDC to develop the Manapalla Lakefront in Manipal, Udupi.

1.1 OBJECTIVES

GoK is determined to boost the tourism industry in the state. In the upcoming Karnataka Tourism Policy 2015-20, a large emphasize has been laid on enhancing hospitality services and standards, promoting innovative developments and rejuvenation of older tourist attractions, with the aim of offering visitors the experience that will commensurate with higher expectations.

With similar objectives, Udupi Nirmithi Kendra intends to develop tourism related infrastructure at Manapalla Lake to:

i. Attract footfalls and provide a wholesome experience to the tourists. ii. Encourage entrepreneurship and livelihood opportunities for the locals. iii. Encourage and promote Private Sector Participation in the development of tourism sector.

The tourism related infrastructure would be a combination of recreational and support facilities such as:

Tourism related Infrastructure

Value Added Services & Facilities Support Infrastructure

• Food & Beverage • Information Availability • Cultural/ Heritage • Ticketing and Park Reservations • Resort • Signages • Toilets and Rest Rooms • Parking • Playzone

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

2. REGIONAL PROFILE

Udupi, an important coastal district in Karnataka, is located 381 kms from Bangalore and 60 kms from Mangalore. It is surrounded by temples and mutts. Udupi is the birth place of the 12th century saint Madhava, who set up eight sanyasi mutts in the town and is one of Karnataka's most revered pilgrimage sites. The colorful Paryaya festival at Udupi beckons lakhs of devotees from all over the country. Udupi is also known for its delicious cuisine.

Udupi also offers beautiful beaches and back waters for the leisure tourists.

2.1 THE GEOGRAPHICAL LOCATION

Udupi, spread across an area of 3,880 km2, is located 381 kms from Bangalore and 60 kms from Mangalore. The District is surrounded by Uttar Kannada district on the north and Dakshin Kannada district in the south. Shivamogga district borders Udupi on north east side and Chikkamagaluru district on the east. Udupi district is bound by Arabian Sea on the west and Western Ghats (world heritage site) on the east.

Manipal is located 5 km from the temple city of Udupi Manipal and 65 km from Mangalore.

2.2 REGIONAL LINKAGES AND CONNECTIVITY

Udupi district is well connected by road, rail and air. There are two main cities close to Manipal that serve as the entry points, Udupi and Mangalore.

ROAD Udupi district has two National Highways passing through it, NH-17 and NH-13. The NH-17, connects Udupi with cities like Mangalore, Karwar, Murudeshwara, Kochi, Madgaon, Goa, Ratnagiri and Mumbai. NH-13 connects the district with Shimoga, Bijapura, Solapur, Chitradurga and Hospet.

Manipal is well connected with the major cities in Karnataka, Kerala, Goa, etc. Buses run between Mangalore and Manipal frequently. Direct buses are also available from Bangalore, Goa, Hyderabad, Mumbai and other cities.

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

RAIL

The Konkan railway along the west coast connects Udupi district with neighboring districts and states. The closest railway stations to Manipal are Udupi and Mangalore. Delhi and Mumbai (to the north) and Ernakulam (to the south) are linked to Udupi station. Mangalore station is connected to Bangalore, Chennai, Delhi, Goa, Calicut, Cochin, Trivandrum, Mumbai and other major cities.

AIR

Mangalore - Bajpe Airport is 60 km from Manipal. There are daily direct domestic flights to Mangalore from Mumbai and Bangalore. International flights are also operated from the airport to various Gulf Countries such as Abu Dhabi, Dubai, Bahrain etc. The airport is one and half hours’ drive from Manipal.

2.3 CLIMATE

The climate in Udupi is hot from March to May when the temperature reaches up to 40 °C. The monsoon period is from June to September with the rainfall averaging more than 4000 mm every year. From October to February, the climate is pleasant and ranges from 20 °C to 32 °C.

2.4 DEMOGRAPHY

According to the 2011 census, Udupi district has a population of 11,77,908. The district has a population density of 304 inhabitants per square kilometre. Its population growth rate over the decade 2001-2011 was 5.9%. Udupi has a sex ratio of 1093 females for every 1000 males and a literacy rate of 86.29%. Tulu is the most widely spoken language in Udupi. Other languages spoken here include Kannada and Konkani.

2.5 ECONOMY

Udupi's economy depends mainly on agriculture and fishing. Small-scale industries like the cashew industry, milk cooperatives and other food industries are the most

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

prominent. Udupi also has a local handloom sari industry. There is no major large-scale industry in Udupi. Udupi Power Corporation Limited is a 2 X 600 MW imported coal based power project in Udupi. Located on the western coastal region, the plant is situated in the village of Yellur, between Mangalore and Udupi city. Manipal is known as an education and medical hub. It is home to the headquarters of Syndicate Bank. The renowned Kasturba Medical College, Manipal University, Manipal Institute of Technology and various other prominent colleges are situated here. The Manipal University also houses the Manipal University Technology Business Incubator (MUTBI) which is one of the 54 TBIs funded by the National Science & Technology Entrepreneurship Development Board (NSTEDB) and Department of Science & Technology (DST), Government of India. It was set up in 2010 and its thrust areas are Information Technology (IT) in Healthcare, Agriculture, Renewable Energy and Energy Conservation Systems, and MEMS/Nanotechnology.

2.6 TOURISM

The temples, churches and beaches are the major attractions in this part of the Konkan coastal belt. Lord Krishna of Udupi has a magnetic appeal. Other important temples are Ambalpady, Kumbashi Sri Mahaganapathi, Siddhi Vinayaka temple in Hattiangady, Kollur Mookambika temple, Basadis in Karkala and the monolith statue of Gomateshwara. The wood carvings and the splendid architecture of temples are more than thousand years old which leave the visitors spellbound. The temples have also contributed in preserving the culture. The Udupi Mutts have gained international fame. In addition, houses built in the local architectural style also work as tourist attraction.

Udupi, is pre-dominantly visited by pilgrims. More than 10 lakhs tourists visit Udupi every year primarily for the Sri Krishna Temple. Some of the key attractions in Udupi are detailed out in Annexure-A.

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

3. PROJECT SITE

The Manapalla Lake, also known as Manipal Lake, is a man-made lake located around 4 km from the centre of Udupi town and 2 km from Manipal University. The lake has a circumference of 2.4 km and spreads across 60 acres. The land surrounding the lake has an area of 40 acres (approx.).

3.1 LOCATION

The Manapalla Lake is situated in the middle of Manipal town beside the Heritage Village, Dr. T.M.A. Pai Planetarium and other major tourists’ spots. The following figure highlights the location of the project site:

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

An aerial view of the Project Site is shown in the image below:

3.2 Site Features and Surroundings

The salient features of the project site are as follows:

Area 99.2 acres Location 2 km from Manipal University Access NH-169ª Latitude N 13°20'33" Longitude E 74°47'9" Unique Features A small island in the midst of the lake Nearby attractions Dr. T.M.A Pai Planetarium, Smrithi Bhavan, Hasta Shilpa Heritage Village, End Point, Anatomy Museum Level of Commercialization Uncommercialized

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

The following table highlights the boundary and immediate surroundings of the project site:

TABLE 1: BOUNDARY AND SURROUNDINGS OF THE PROJECT SITE North Arterial Roads, Vacant Land East Udupi Nirmithi Kendra Office, Residential Area, Arterial Roads West Residential Area, Arterial Roads, Playground South Residential Area, Manipal Lake Road

The immediate surroundings of the Project Site primarily comprise residential areas and the arterial roads. The Site is surrounded by a jogging path which has been constructed recently. To the south of the Site, runs the Manipal Lake Road.

3.3 Distance from Major Landmarks

The Site is close to all the major landmarks in and around Manipal:

Location / Landmark Distance from Project Site (km) Sri Krishna Temple 6.7 End Point 5.4 Smrithi Bhavan 2.6 Heritage Village 0 Venugopal Temple 1.8 Anatomy Museum 3.1

The image below shows the surrounding tourists’ spots and the access road NH-169A.

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

End Point

Anatomy Smrithi Bhavan Museum

Venugopal Temple

Heritage Village

3.4 SWOT ANALYSIS

The SWOT Analysis of the Project Site is as follows:

STRENGTHS WEAKNESSES  Located in an unspoilt, pristine and natural  Lack of necessary tourism infrastructure in the environment. immediate vicinity, such as hotels, shopping  Proximity to all the major tourists’ spots in facilities, restaurants, cafés, etc. and around Manipal.  Low visibility of the project site.  Good connectivity with all the major cities in India.  Proximity to Hasta Shilpa Heritage Village. OPPORTUNITIES THREATS  The Lake could be developed for  Lack of Tourism related infrastructure would recreational activities which would lead to hamper the growth rate for tourist footfalls, increased footfalls. thereby making the whole project unfeasible.  Marketing the proposed development could be a challenging task primarily because of the nascent real estate market.  General Political, Economic and Legal Risks.

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

4. IDENTIFICATION OF PROJECT FACILITIES

The project site’s characteristics, location, and existing/potential catchment available in the region are the factors that have been considered to arrive at the product mix. The development of Manapalla Lake will comprise the following:

4.1 Project Facilities

The development and beautification of Manapalla Lake includes lakefront development along with the necessary tourism infrastructure required to maximise the footfalls at the Project Site.

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

Quarter A and Quarter B of the figure above are the zones which are not yet developed. Considering the site area, footfalls and the refreshing lake view, the following facilities have been proposed:

Project Facilities

Lake Front Development Other Tourism Infrastructure

• Playground • Cycling track • Toilet facilities • Resort • Ayurvedic garden • Restaurant • Landscaping • Gazebo adjacent to • Signboards the restaurant • Chain link mesh • A deck adjacent to fencing the restaurant overhanging on the • Granite based seating lake • Natural turf • 3 toilet blocks Sign boards and was • Parking lot sufficient te boxes capacity • Chain link mesh fenci ng (for few parts of

These facilities will have the potential to pull in visitors from Manipal and Udupi towns as well as other nearby locations. Developing a resort is likely to increase the footfalls at the premises as it will draw more tourists from distant locations of the state and the country.

Two concept plans have been proposed for the development of the resort. Both the concepts are proposed to be built as a low rise structure with vernacular materials.

Concept Design -1 Concept Design - 2

• Resort Concept without corridors. • Business Hotel Concept with doubly • All rooms get lake view. loaded corridors. • Larger room sizes • 50% of the rooms get lake view • Plan with site topography in Design • Vertical circulation by staircase • Standard room size • Plan with efficient circulation area and simple services design

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

Considering the lake and its surroundings, the Concept Design – 1, being a resort concept with all the rooms getting view of the lake, would attract more tourists to the project site. The resort is proposed to be built as a vernacular and temporary structure with indigenous materials.

4.2 Area Statement

Area analysis of the proposed facilities identified is shown below:

TABLE 2: AREA ANALYSIS OF THE PROPOSED FACILITIES Sl. No. Infrastructure / facilities Area (in sq. ft.) 1. Play Ground 129232 2. Open Air Theatre 18272 3. Toilet Facility 400 4. Jogging Track 88393 5. Cycling Track 29962 6. Ayurvedic Garden 34606 7. Natural turf 723818 8. Landscaping 362127 9. Resort (15 cottages) 15,000 10. Restaurant 10,011 11. Gazebo 800 12. Deck 19,920 13. Toilet Blocks (3 no.) 1,200 14. Parking Lot 37,480 Total 14,71,221

4.3 Design Principles

 The entire development proposed on the project site is temporary in nature and is proposed to be constructed through vernacular and indigenous materials like wood, stones, bamboo, terracotta tiles etc.  The development comprises of leisure, low-intensity and high-intensity activities for all age groups. This would be complemented by the presence of a full-scale restaurant cum food court offering a variety of F&B options on the same premise. This will also add to the liveliness of the existing character of the waterfront’s built environment along its length.  The restaurant is placed near Gate 2. Easy access from the road and to the parking has been taken into consideration while designing the restaurant.  An outdoor deck has been designed which overflows on the lake water. This part of the restaurant will allow the visitors to enjoy nature and also provide a feeling of floating on the water while dining.  Parking facility has been proposed near Gate 2 (as per the drawing).

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

RESORT

FIGURE 1: MASTERPLAN OF THE LAKEFRONT DEVELOPMENT

 8 gazebos, each having 100 sq. ft. of area, are placed around the restaurant block as a part of the food court and outdoor seating of the restaurant.  Presence of a resort will make the development lucrative as it will help in attracting tourist from distant locations thereby increasing the footfalls.

Figure 2: MAGNIFIED PLAN OF THE RESTAURANT AND FOOD COURT

 As a whole, the elaborated product mix of the proposed development will accommodate various age groups and strata of the society and rehabilitate nature to

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum a great extent. The images below depict a pictorial representation of the proposed restaurant and gazebos at the lakefront:

FIGURE 3: PROPOSED RESTAURANT The above image shows the deck overhanging on the lake.

FIGURE 4: PROPOSED GAZEBOS AT THE LAKEFRONT The above image depicts the gazebos erected adjacent to the restaurant for outdoor seating.

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

The images below give a view of the developed lake having a jogging track along its circumference.

FIGURE 5: VIEW OF DEVELOPED LAKE FRONT

FIGURE 6: VIEW OF LAKE

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

5. ENVIRONMENTAL & SOCIAL IMPACT OF LAKE RESTORATION

5.1 Environmental Impact

Effective and long-term lake conservation plan is a complex undertaking that must deal with sociology as well as biology. The decision to restore or protect a particular lake has to be based on a thorough study of the lake, its watershed, and the commitment of time and money necessary for long-term management. Each lake is unique, and each management process is as complex as the concerns it addresses. But the ecological, social, and economic benefits of a well-managed lake can span generations. A lake and its adjacent wetlands provide habitat for fishes and other wildlife. For these reasons, the actual value of a lake conservation project can’t be quantified.

5.2 Economic Impact

The economic impact of lake conservation is:

1. The visual quality of the communities built around the lake is highly dependent on the condition of the water body and the lakeshore. The natural beauty of the lake is part of the quality of life for lakeshore property owners and the entire community. The quality of a lake directly affects community property values and, therefore, the local tax base. 2. A well-managed lake provides recreational opportunities for the citizens and source of revenue to the Government for maintaining the lake.

5.3 Social Impact

Lakes have been part of the historical as well as social landscape of Karnataka for many centuries now. Villages have clustered around many of these water bodies and depended on them for meeting all water related needs, from household uses to livelihood uses. Though this aspect of lakes has changed due to urbanization, there still exist many people as well as communities residing around these lakes, who depend on them. Lakes continue to exist as Common Property Resources1. The social impacts of lake conservation are:

1. Climate: Lakes are cooling agents and are essential to the urban microclimate. The cool air if allowed to flow unrestricted into the surrounding urban development creates a stress free soothing environment for the citizens in the adjacent localities.

1 Common Property Resources are broadly defined as those (non - exclusive) resources in which a group of people have co - equal user rights. Membership in the group of co-owners is typically conferred by membership in some other group, generally a group whose central purpose is not the use or administration of the resources (per se), such as a village, a tribe etc. CPRs perform several functions. They contribute to people's employment, income generation and asset accumulation (directly or through complementing the private resource based activities). Contributions of CPRs can be through physical products, income/employment gains, and larger social, ecological gain.

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

FIGURE 7: LAKE CONSERVATION BRINGS IN AESTHETIC VALUE FOR THE CITY

2. Recreational facilities: Entertainment activities along the urban lakefronts if promoted, can serve as a revenue generating measure. The lakes can form a part of urban aesthetics and visual links can be established by avoiding barriers like walls and high bunds along the lake.

3. Encroachments: Some areas of the lakefront are inaccessible and get inhabited by slums and other unauthorized usage. Such activities can be avoided by giving free access to the public with well-landscaped terraced spaces along the lakefront.

4. Rainwater harvesting and bio diversity: Lakes assist in rainwater harvesting and protection of biological resource, enhancement of water quality and watershed management.

FIGURE 8: LAKES ARE HOME TO MANY AQUATIC ANIMALS AND PLANTS

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6. PROJECT COST

A financial model for the proposed project facilities to be developed under PPP framework has been prepared. This section captures the key financial highlights of the project configuration.

6.1 Estimated Project Cost

The construction cost for developing the various facilities is set out below:

S.No Facility Area Cost (Rs.) Capex (Rs. Lakhs) 1 Play Ground 12010 110 13.21 2 Toilet 37 sq.m 18292/sq.m 6.77 3 Retaining wall 252 cu.m 5500/cu.m 13.86 4 Cycling Track 2785 cu.m 4970/cu.m 138.41 5 Ayurvedic Garden 3216 sq.m 100/sq.m 3.22 6 Signage No. of signages 40 5865/sq.m 2.35 7 Garbage Bins No. of bins 20 700/bin 0.14 8 Natural turf 67269 sq.m 18/sq.m 12.11 9 Granite Seats No. of seats 30 5000/seat 1.50 10 Landscaping 33655 sq.m 80/sq.m 26.92 11 Chain link mesh fencing 2730 sq.m 632/sq.m 17.26 12 Resort (15 cottages) 15000 sq.ft 38,91,000/cottage 583.65 13 Restaurant 930 sq.m 23672/sq.m 220.15 14 Gazebo No. of gazebo 8 40000/gazebo 3.20 15 3 Toilet Blocks 111 sq.m 18292/sq.m 20.30 16 Parking Lot 87.05 cu.m 3469/cu.m 3.02 17 Wooden Deck 92.5 cu.m 47109/cu.m 35.33 Total Construction Cost 1101.40

The estimated project cost taking into consideration the inflation, contingency cost, financing charges etc. is as below:

TABLE 3: ESTIMATED PROJECT COST Components Base Cost (Rs. cr) Escalated Cost (Rs.cr) Total Construction Cost 11.01 11.79 Contingency 2% 0.24 Master Planning and Pre Ops Charges 3% 0.35 Financing Charges 1% 0.10 Interest during construction (IDC) 1.23 Total Project cost 13.71

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Annexure A - Tourism in Udupi

A. SRIKRISHNA TEMPLE

The famous Krishna temple is located on the north side of the temple square in the heart of the town. It is a celebrated place of pilgrimage especially during the Paraya festival held in the month of January. There is a legend that the Lord Krishna gave darshan to a lower caste devotee Kanakadasa through a small window known as 'Kanakana Kindi'. The temple is set around a large tank, the Madhava Sarovar. B. MALPE BEACH

Malpe is a natural harbour and an important fishing centre on the Karnataka's coastline. It is located at about 12 kms to the west of Manipal. The endless stretches of golden sand, graciously swaying palm trees, clear blue sky and gentle murmur of the sea, all make up a perfect setup for an idyllist holiday. C. ST. MARY'S ISLAND

St. Mary's Island is a delightful boat-ride across the Malpe Harbour. It has a unique formation of volcanic rocks, crystallized into columns and split into vertical hexagonal blocks. This is neither a swimming nor a strolling beach. Legend has it that Vasco da Gama landed here in 1498 on one of these islands which he called “El Padron de Santa Maria”. It is from this that these islands got their present name.

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D. KOLLUR MOOKAMBIKA TEMPLE

78 km from Manipal, amidst the green canopy of the Western Ghats lies the village of Kollur. The Mookambika Temple located here is one of the most sacred spots of Karnataka. The temple is dedicated to the Goddess Mookambika, the goddess of emotional power and strength. The temple is mostly visited by people of Kerala and Tamil Nadu.

The temple has a gold plated crest and copper roofs. Adi Shankaracharya, the great philosopher, is said to have visited this temple to perform penance.

E. MARAWANTHE BEACH

Marawanthe is located about 57 km from Manipal town. The NH – 7 passing through Marawanthe is bordered by the Arabian Sea on one side and the Souparnika River on the other. The

beach lies in the backdrop of the Kodachadri Hills. The sky turns crimson and the golden rays of the sun are reflected in the sea as well as the river during sunset. Baindur, a hamlet 45 kms from Marawanthe has a beach too. Ottinane near Baindur is an overhanging cliff and is an ideal place for viewing the sunset.

Further drive away from Marawanthe takes one to the Belaka Theertha Falls near Baindur. The Marawanthe Beach is a popular picnic spot with it angelic beauty. The water at Marawanthe beach is safe for swimming with huge but gentle tides, both inviting and appealing.

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DEVELOPMENT OF LUXURY RESORT AND OTHER TOURISM Project Information FACILITIES AT MANAPALLA LAKE, UDUPI Memorandum

F. KUNDAPUR

Kundapur is about 40 kms from Udupi. Thie name Kundapur owes its origin to the Kundeshvara temple built by Kundavarma in the vicinity of the Panchagangavalli River.

The Portuguese settled here in the 16th century and built a fort. Haidar Ali has built the entrance to the river. After the fall of Tipu Sultan in 1799, the town was taken over by the British. Kumbhashi, about 9 km to the south of Kundapur, is famous for its two temples, Mahalingeshwara and Anegudde Vinayaka.

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