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Bihar State Housing Board Request for Proposal-Bid Document

Volume –III: Schedules

Development of Commercial Property at L- Sector in Kankarbagh, Patna 0

Bihar State Housing Board (BSHB) Government of Bihar

SCHEDULES

Grant of Lease for Commercial Development of approx. 1.70

acres of Land at L- Sector in Kankarbagh, Patna in Public

Private Partnership (PPP) mode

BY AND BETWEEN

“BIHAR STATE HOUSING BOARD”

AND

NAME & ADDRESS OF THE SPV

“DEVELOPER”

June 2013




SCHEDULE - I

PART A

SITE DESCRIPTION AND SITE PLAN

The land area for the site admeasures approx. 1.70 Acres. The location of the proposed site for commercial

development lies in the south central part of Patna in Kankarbagh. The site forms part of the locality of

Lohianagar. The Main Road No.2 (indicated below), Main Road No. 3 (indicated below) and two other

peripheral roads of Mithapur Road and Bhoonath Road provide connectivity to the region. Provided below is

a location map for the site location:

The site has a frontage of over 450 ft., and a depth of over 150 ft., and bears a rectangular shape. The site is

bound on all sides as discussed below:

North: The site lies on the Main Road No 4, joining the Main Road No. 1 in the North and Main Road No. 3

in the east. The site has frontage on this main road. The width of the site from front is in excess of 450 ft. The

Kankarbagh tempo stand and the Patna Indoor and Outdoor Stadium are situated near the site region.

South: Thakurji Anukulchandra Mutt is located on the south side of the site. The Chattrapati Shivaji Park is

located adjacent to this shrine on the southern side of the site. A small children’s park is also located further




south east of the site. The residential colonies of RMS Colony, Ashok Nagar Colony, and Ramakrishna

Nagar are located further south. Main Road No. 3, located south west of the site, connects the site to the new

bypass road.

East: The eastward boundary of the site is open. There is a residential development; a multi-storied

apartment complex of a local private builder; located opposite the eastern boundary. There is an internal 60

ft. wide road that runs parallel to the eastern periphery of the site.

West: Abutting the western periphery of the site is a 40 ft. wide road. Presently, there are LIG residential

houses situated on the west of the site. The residential agglomeration of Defence colony is located nearby.

The Kankarbagh Haat area is located opposite the western corner of the site.

Provided below is a representative map of the Site and its vicinity areas/surroundings:

PART B

SITE INVENTORY

It may be noted that the Nagar Nigam Office building is located in the central part of the site. The eastern

corner of the site has houses a pump house forming part of the subject site. These structures may be




demolished by the Developer as its sole discretion and as per the requirement of the Project at its own cost.

PART C

SITE DIMENSIONS & LAYOUT PLAN

Attached herewith is the key plan for indicative purposes only.




SCHEDULE - II

COMPLETION CERTIFICATE

On the basis of certifications procured by the Developer from various relevant governmental agency

including BSHB, permitting the Developer to commence utilization of the Assets and Project Utilities

constructed upon the Site, We, under and in accordance with the terms of the Development Agreement dated

*** (the “Agreement”), for development of undertaking commercial development over a land area of

approx. 17,200 Square Meters of Land at L - Sector in Kankarbagh, Patna, the undersigned hereby

certifies that the Assets and Project Utilities can be safely and reliably placed in commercial service of the

Users thereof on this the *** day of *** 20**.

SIGNED, SEALED AND DELIVERED

For and on behalf of

the Bihar State Housing Board by:

(Signature)

(Name)

(Designation)

(Address)




SCHEDULE – III

PERFORMANCE BANK GUARANTEE

The Managing Director,

Bihar State Housing Board

Patna

WHEREAS:

(A) ……………….. (the “Developer”) and the Managing Director, Bihar State Housing Board (the

“BSHB”) have entered into a Development Agreement dated …………….. (the “Development

Agreement”) whereby the BSHB has agreed to the Developer undertaking commercial development over a

land area of approx. 17,200 Square Meters of Land at L - Sector in Kankarbagh, Patna, India, subject to

and in accordance with the provisions of the Development Agreement.

(B) The Development Agreement requires the Developer to furnish a Performance Bank Guarantee to

the BSHB in a sum of Rs. 2,99,00,000/- (Two Crores Ninety Nine Lakhs only) (the “Guarantee

Amount”) as security for due and faithful performance of its obligations, under and in accordance with the

Development Agreement, during the Construction Period (as defined in the Development Agreement).

(C) We, ………………….. through our Branch at …………………. (the “Bank”) have agreed to

furnish this Bank Guarantee by way of Performance Bank Guarantee.

NOW, THEREFORE, the Bank hereby, unconditionally and irrevocably, guarantees and affirms as follows:

1. The Bank hereby unconditionally and irrevocably guarantees the due and faithful performance of

the Developer’s obligations during the Construction Period, under and in accordance with the Development

Agreement, and agrees and undertakes to pay to the BSHB, upon its mere first written demand, and without

any demur, reservation, recourse, contest or protest, and without any reference to the Developer, such sum or

sums upto an aggregate sum of the Guarantee Amount as the BSHB shall claim, without the BSHB being

required to prove or to show grounds or reasons for its demand and/or for the sum specified therein.

2. A letter from the BSHB, under the hand of an Officer not below the rank of Managing Director in

the Bihar State Housing Board, that the Developer has committed default in the due and faithful

performance of all or any of its obligations under and in accordance with the Development Agreement shall

be conclusive, final and binding on the Bank. The Bank further agrees that the BSHB shall be the sole judge

as to whether the Developer is in default in due and faithful performance of its obligations during the

Construction Period under the Development Agreement and its decision that the Developer is in default shall

be final, and binding on the Bank, notwithstanding any differences between the BSHB and the Developer, or

any dispute between them pending before any court, tribunal, arbitrators or any other authority or body, or

by the discharge of the Developer for any reason whatsoever.

3. In order to give effect to this Guarantee, the BSHB shall be entitled to act as if the Bank were the

principal debtor and any change in the constitution of the Developer and/or the Bank, whether by their

absorption with any other body or corporation or otherwise, shall not in any way or manner affect the

liability or obligation of the Bank under this Guarantee.

4. It shall not be necessary, and the Bank hereby waives any necessity, for the BSHB to proceed

against the Developer before presenting to the Bank its demand under this Guarantee.

5. The BSHB shall have the liberty, without affecting in any manner the liability of the Bank under this

Guarantee, to vary at any time, the terms and conditions of the Development Agreement or to extend the

time or period for the compliance with, fulfillment and/ or performance of all or any of the obligations of the

Developer contained in the Development Agreement or to postpone for any time, and from time to time, any

of the rights and powers exercisable by the BSHB against the Developer, and either to enforce or forbear

from enforcing any of the terms and conditions contained in the Development Agreement and/or the




securities available to the BSHB, and the Bank shall not be released from its liability and obligation under

these presents by any exercise by the BSHB of the liberty with reference to the matters aforesaid or by

reason of time being given to the Developer or any other forbearance, indulgence, act or omission on the part

of the BSHB or of any other matter or thing whatsoever which under any law relating to sureties and

guarantors would but for this provision have the effect of releasing the Bank from its liability and obligation

under this Guarantee and the Bank hereby waives all of its rights under any such law.

6. This Guarantee is in addition to and not in substitution of any other guarantee or security now or

which may hereafter be held by the BSHB in respect of or relating to the Development Agreement or for the

fulfillment, compliance and/or performance of all or any of the obligations of the Developer under the

Development Agreement.

7. Notwithstanding anything contained hereinbefore, the liability of the Bank under this Guarantee is

restricted to the Guarantee Amount and this Guarantee will remain in force until 6 months after the issuance

of the Completion Certificate by BSHB in terms of the Development Agreement and unless a demand or

claim in writing is made by the BSHB on the Bank under this Guarantee, no later than 21 days from the date

of expiry of this Guarantee, all rights of the BSHB under this Guarantee shall be forfeited and the Bank shall

be relieved from its liabilities hereunder.

8. The Performance Bank Guarantee shall cease to be in force and effect when the BSHB shall have

issued Completion Certificate in terms of the Development Agreement, and provided the Developer is not in

breach of the Development Agreement. Upon request made by the Developer for release of the Performance

Bank Guarantee along with the particulars required by BSHB, the BSHB shall release the Performance Bank

Guarantee forthwith.

9. The Bank undertakes not to revoke this Guarantee during its currency, except with the previous

express consent of the BSHB in writing, and declares and warrants that it has the power to issue this

Guarantee and the undersigned has full powers to do so on behalf of the Bank.

10. Any notice by way of request, demand or otherwise hereunder may be sent by post addressed to the

Bank at its above referred Branch, which shall be deemed to have been duly authorized to receive such

notice and to effect payment thereof forthwith, and if sent by post it shall be deemed to have been given at

the time when it ought to have been delivered in due course of post and in proving such notice, when given

by post, it shall be sufficient to prove that the envelope containing the notice was posted and a certificate

signed by an officer of the BSHB that the envelope was so posted shall be conclusive.

11. This Guarantee shall come into force with immediate effect and shall remain in force and effect until

the expiry of 6 months after the issuance of the Completion Certificate by BSHB.

Signed and sealed this ………. day of ……….., 20……… at ………..

SIGNED, SEALED AND DELIVERED

For and on behalf of

the BANK by:

(Signature)

(Name)

(Designation)

(Code Number)

(Address)




NOTES:

The bank guarantee should contain the name, designation and code number of the officer(s) signing the

guarantee.

The address, telephone number and other details of the Head Office of the Bank as well as of issuing Branch

should be mentioned on the covering letter of issuing Branch.




ANNEXURE A

LEASE DEED

This Lease Deed (hereinafter referred to as the "Lease Deed") made on this _____ day of __________ 2013

By And Between:

1) THE BIHAR STATE HOUSING BOARD, established under the Bihar State Housing Board Act,

1982, represented by its Managing Director and having its principal office at 6, Sardar Patel Marg, Patna

- 800015(hereinafter referred to as "BSHB" or the "Lessor", which expression shall, unless repugnant

to or inconsistent with the context or meaning thereof, mean and include its administrators,

successors and assigns) of the FIRST PART;

AND

2) (a)* M/s _______________, a Company registered under the Companies Act, 1956 having

its Registered Office at ____________ (mention full address) and Incorporation Certificate No.________

dt. _____.

(hereinafter referred to as "Developer" or the "Lessee", which expression shall, unless repugnant to

or inconsistent with the context or meaning thereof ,mean and include its successors, liquidators

and permitted assigns) of the SECOND PART.

(BSHB and the Developer shall hereinafter individually be referred to as a "Party" and collectively as

"Parties").

WHEREAS

A. Pursuant to the Development Agreement dated [insert], BSHB granted to the Developer the right to

undertake the development of Assets and Project Utilities upon the Site in accordance with the

terms and conditions thereof.

B. Therefore, for purposes of and in accordance with the provisions of the Development

Agreement, the Developer proposes to take on lease from BSHB and BSHB proposes to lease to the

Developer, the Site (as specified in Schedule - I of the Development Agreement) on the terms and

conditions set out herein.

NOW THEREFORE, in consideration of the foregoing and the respective covenants and agreements set

forth in this Lease Deed and other consideration, the receipt, sufficiency and adequacy of which is hereby

acknowledged, and intending to be legally bound hereby, the Parties agree as follows:




ARTICLE I

1.1 Definitions

In this Lease Deed, the following words and expressions shall, unless repugnant to the context or meaning

thereof, have the meaning hereinafter respectively assigned to them:

"Development Agreement" shall mean the agreement dated [insert] entered into between BSHB and the

Developer.

"Appointed Date" shall mean the date of execution of this Lease Deed.

"Lease Period" shall have the meaning ascribed to the term in Section 5.1.1.

"Parties" shall have the meaning ascribed to the term in the preamble to this Lease Deed.

"Party" shall have the meaning ascribed to the term in the preamble to this Lease Deed.

"Possession" shall have the meaning ascribed in Section 2.1.2;

"Site" shall have the meaning ascribed to the term in Section 2.1.1;

The words and expressions beginning with or in capital letters used in this Lease Deed and not defined

herein and defined in the Development Agreement shall, unless repugnant to the context, have the

meaning respectively assigned to them in the Development Agreement.

1.2 Interpretation

In this Lease Deed, unless the context otherwise requires, the rules of interpretation as specified in

Section 1.2 of the Development Agreement shall apply. In case of any inconsistency between the

provisions of this Lease Deed and the provisions of the Development Agreement, the provision of

Development Agreement shall prevail. The Development Agreement executed on………………. form

part integral part of this Lease Deed and shall govern the inter-se relations of the Parties hereto.

1.3 The terms and conditions contained in the Development Agreement executed on……………, in

so far as they relate to the Site and the lease thereof, shall mutatis mutandis, apply to this Lease Deed.

ARTICLE II

2. GRANT OF LEASE

2.1 Lease of the Site

2.1.1 The Lessor, in accordance with the terms and conditions set forth herein, hereby, demise, grant

to the Lessee, commencing from the date hereof, the Lease Rights on the land (along with any

immovable assets, if any, thereon) which is described, delineated, and shown in the Schedule

hereto (hereinafter referred to as the "Site") to hold the said Site, together with all and singular

rights, liberties, privileges, easements, appurtenances and encumbrances what so ever to the

said Site, hereditaments or premises or any part thereof belonging to or in any way appurtenant




thereto or enjoyed therewith strictly on an “as is where is basis”, for the duration of the Lease

Period for the sole purpose as provided in the Development Agreement and the Lessee's

obligations there under, and for such other purposes as are permitted under this Lease Deed.

2.1.2 Handing over of the Site by BSHB to the Developer shall be governed as specified in the

Development Agreement. Notwithstanding such handover of possession, the Developer shall

not have any claim whatsoever against BSHB with respect to the Site or any change in the Site

from the date of such handing over.

2.2 Subject to and in accordance with the terms of this Lease Deed and those set out in the

Development Agreement, the Lessee shall have the right and be at liberty to develop, construct,

erect, renovate, repair, alter, or otherwise deal with the Site in accordance with the provision of

the Development Agreement.

2.3 The grant of Lease in terms of this Deed shall entitle the Developer to develop the Project in

terms of the Development Agreement.

2.4 It is hereby expressly understood and recorded between the Parties that mining rights cannot,

and do not, form part of the lease granted to the Lessee under this Lease Deed and the Lessee

hereby acknowledges that it does not, and shall not, have any mining rights under this Lease

Deed or any interest in the underlying minerals, if any.

2.5 The Parties agree that BSHB further reserves to itself, provided that the same is not inconsistent

with the development in accordance with this Lease Deed, the right to grant any easements over

or rights of access or rights of way on, over, under, through or across the Site for:

i. the purpose of supply of electricity, gas, telecommunication cables, water, sewerage,

drainage or other services and utilities; or

ii. the provision of transport or other services to the public.

ARTICLE III

3. USAGE

The Lessee hereby expressly covenants and agrees that, throughout the Lease Period, it shall only

use the Site strictly in accordance with the terms and conditions of the Development Agreement

and this Lease Deed.

ARTICLE IV

4. CONSIDERATION

In consideration for the grant of the Lease by the Lessor to the Lessee under this Lease Deed, the

Lessee shall pay to the Lessor Annual Lease Rent at the rate of Rs. 1,50,000/- (Rupees One

Lakh Fifty Thousand only) annually to the BSHB in accordance with Clause 6.2 of




Development Agreement. The Annual Lease Rent for the initial year shall be paid before

execution of this Deed, and for every subsequent year the Annual Lease Rent shall be payable by

the end of the first month (i.e. January) of the year failing which penal interest at the rate of 18%

shall be charged for the period of default. The Annual Lease Rent shall be paid by the Developer

till the expiry of the Lease Period of the Lease Deed.

ARTICLE V

5. LEASE PERIOD, LEASE PREMIUM, LEASE RENT AND REVERSION AND RE-ENTRY

5.1 Lease Period

5.1.1 The Lease in pursuance of this Lease Deed shall be for a period of 30 (Thirty) years as specified

in the Development Agreement and to be reckoned from the Appointed Date as defined in the

Development Agreement (the "Lease Period"). Notwithstanding anything contained in this

Lease Deed, lease shall be terminated upon expiry of the Lease Period automatically or early

termination of the Development Agreement without requiring any act, deed or thing on part of

either Party. The lease under this Lease Deed shall neither be renewed nor extended in under any

circumstance whatsoever save and except in the manner provided in the Development Agreement

i.e. renewable for further period 30 (thirty) years subject to payment of Renewal Premium.

5.1.2. Lessee shall have right to transfer the Lease of built up area, grant Sub-Lease, License or enter

into similar arrangements as prescribed in the Development Agreement. Such Sub-Lease,

License or similar arrangements shall be co-terminus with the Lease Deed, Development

Agreement. For the avoidance of doubt, it is clarified that the Developer shall enter into a

sub-lease deed, on or after the achievement of Commercial Operation of the Project, with the

sub-lessees according to the terms and condition of Development Agreement and as per BSHB

rules.

5.1.3. Lessee shall pay the Lease Premium and Annual Lease Rent as provided in the Development

Agreement.

5.1.2 The Lease and/ or Sub-leases shall be renewed on the terms and conditions of Development

Agreement and upon payment of Renewal Premium, Lease Premium and enhanced lease rent and

other conditions contained therein.

5.1.3 The Lease, Sub-Lease, License or similar arrangement for enjoyment of built up area shall be

granted and transferable in a manner provided in the Development Agreement subject to payment

of applicable Transfer Dividend as prescribed in the Development Agreement.

5.2. Reversion

5.2.1 On expiry of the Lease Period, in case the same is not renewed/ extended in terms of the provisions

of Development Agreement or early termination of this Lease Deed, for any reason what so ever,




the Site, together with all the Assets, buildings, Project Utilities, other utilities and services,

fixtures, all or any singular rights, liberties, privileges, easements and appurtenances whatsoever to

the Site, hereditaments or premises or any part thereof belonging to or in any-way appurtenant

thereto or enjoyed therewith, shall revert to the Lessor or be treated in the manner set forth in the


5.2.2 The Lessee shall have only leasehold interests in relation to the Site and shall have no title to the

Site, and the Lessee agrees and acknowledges that it has only leasehold interests in the land,

built-up structures and all other assets erected on the Site to carry out the Project as envisaged in the


ARTICLE VI

6. TAXES AND DUTIES

6.1 The Lessee shall, without any limitation, pay all Taxes and other charges, dues,

assessments or outgoings payable in respect of the lease hereunder, the Site or the

structures to be constructed thereon or in respect of the materials stored therein which may be

levied by any Governmental Authority, local authority or other persons from time to time.

Furthermore, any stamp duty, registration charges or other fees, taxes or charges of any kind

whatsoever pertaining to this Lease Deed and execution thereof shall also be borne by the Lessee.

6.2 The Lessee hereby undertakes and confirms that it shall indemnify and keep indemnified the Lessor

from and against all actions, demands, claims, liabilities, losses, damages, costs, expenses and

other liabilities whatsoever brought against, suffered or incurred by the Less or resulting from or by

reason of breach, non-observance or non-performance by the Lessee of any of its obligations set out

in this Article VI.

6.3 The Lessee shall also pay any penalty or damages levied by the Lessor for any default or

non-compliance of the terms and conditions of the Development Agreement and this Lease Deed by

the Lessee.

ARTICLE VII

7. LESSEE'S WARRANTIES

7.1 The Lessee hereby represents, warrants, acknowledges and undertakes, to and for the benefit of

the Lessor, that:

7.1.1 Lessee is duly registered company under the provisions of the Companies Act, 1956 and

authorized and competent to execute into Development Agreement and this Lease Deed and

executed under the valid and proper resolution passed by its board of directors.

7.1.2 Throughout the Lease Period, it shall undertake the development in accordance with

the provisions of the Development Agreement.

7.1.3 It shall use the Site only for the Project as provided in terms of the Development




Agreement.

7.1.4 It shall obtain or cause to be obtained and shall maintain throughout the Lease Period all

regulatory approvals, clearances, permits and consents, including any and all

environmental approvals, clearances, permits or consents that may be required in order for

the Lessee to undertake its obligations in accordance with the terms of the Development

Agreement.

7.1.5 It shall not do or permit to be done on the Site or the structures thereon, any activities,

which may be contrary to any Applicable Law and Applicable Permits and it shall in

enjoyment of its rights hereunder and fulfillment of its obligations hereunder, shall

always comply with the Applicable Law and Applicable Permits.

7.1.6 It shall regularly pay the Annual Lease Rent as provided for under Section 4.1

hereinabove and shall observe, abide by and fulfill each of its obligations and covenants set

forth herein.

7.1.7 It shall indemnify the Lessor in respect of any applicable charges, deposits and other monies

levied by third parties for and in relation to the provision by such third parties to the

Lessee of water, electricity, telephone, communication facilities and other utilities and

services.

7.1.7 It shall (i) keep and maintain the Site and the buildings and structures thereon in good and

habitable condition at all times and(ii) shall ensure that the Site will be free from

encroachments at all times.

7.1.8 It has conducted due diligence of the Site, along with all structures thereon, and confirms that the

Site along with the structures thereon are fit for the Project. It acknowledges that it shall have no

recourse against the Lessor if at any time, it is found that the Site along with the structures thereon

are deficient in any manner whatsoever or not fit for the Project.

ARTICLE VIII

8. LESSOR'S WARRANTIES

8.1 The Lessor hereby represents, warrants and undertakes, to and for the benefit of the Lessee, that:

8.1.1 BHSB has valid title to the Site and it has the power and authority to grant the lease.

8.1.2 Subject to the fulfillment of Lessee's obligations hereunder and under the Development

Agreement, the Lessee shall, at all times during the Lease Period, hold and enjoy the Site and

the rights specified in this Lease Deed without any interruption or disturbance by (i) the

Lessor; or (ii) any person lawfully claiming through, under or in trust for the Lessor.

8.1.3 During the Lease Period, it shall not take or cause any action or engage in any activities that

will interfere with the construction, installation, operation, inspection, maintenance, repair

and business by the Lessee undertaken in accordance with the provisions of




the Development Agreement.

ARTICLE IX

9. MISCELLANEOUS

9.1 Notices

All notices, requests, demands or other communication required or permitted to be given under this

Lease Deed and the provisions contained herein shall be written in English and shall be deemed to

be duly sent by registered post, or transmitted by facsimile transmission or email to the other

Parties if the same has been sent to the address and in the manner as provided in the Development

Agreement.

9.2. All the terms and conditions of Development Agreement executed on…………… between the

Parties shall mutate mutandis apply to this Lease Deed. The provisions of Lease Deed and

Development Agreement shall be construed harmoniously and in case of any contradiction

provisions of Development Agreement shall prevail.

9.3 Dispute resolution

Any dispute, difference or controversy of whatever nature howsoever arising under or out of or in

relation to the Lease Deed (including its interpretation) between the Parties shall be resolved in

accordance with the provision of the Development Agreement. This Section 9.2 shall survive the

termination or expiry of the Lease Deed.

9.4 Governing Law and jurisdiction

This Agreement shall be construed and interpreted in accordance with and governed by the laws of

India, and subject to Article IX, the Courts at Patna alone shall have exclusive jurisdiction over

all matters arising out of or relating to this Agreement.

9.5 Amendment

No variation, waiver, amendment or modification of any of the terms of this Lease Deed shall be

valid unless in writing and signed by both Parties.

9.6 No Waiver

Waiver by any Party of a default by another Party in the observance and performance of any

provision of or obligations under the Lease Deed:

(a) shall not operate or be construed as a waiver of any other or subsequent default

hereof or of other provisions of or obligations under the Lease Deed;

(b) shall not be effective unless it is in writing and executed by a duly authorized

representative of the Party; and




(c) shall not affect the validity or enforceability of the Lease Deed in any manner.

Neither the failure by either Party to insist on any occasion upon the performance of the terms,

conditions and provisions of the Lease Deed or any obligation thereunder nor time or other

indulgence granted by a Party to another Party shall be treated or deemed as waiver of such

breach or acceptance of any variation or the relinquishment of any such right hereunder.

9.7 Severability

The invalidity or enforceability, for any reason, of any part of this Lease Deed shall not

prejudice or affect the validity or enforceability of the remainder. For abundant caution, it is

expressly clarified that if any provision of this Lease Deed is declared to be invalid,

unenforceable or illegal by any competent arbitral tribunal or court, such invalidity,

unenforceability or illegality shall not prejudice or affect the remaining provisions of this Lease

Deed, which shall continue in full force and effect.

9.8 Language

The language and all documents, notices, waivers and any other written communication or

otherwise between the Parties, in connection with the Lease Deed shall be in English.

9.9 Indemnity

The Lessee hereby indemnifies and shall keep indemnified the Lessor from and against all actions,

demands, claims, liabilities, losses, damages, costs, expenses and other liabilities whatsoever

brought against, suffered or incurred by the Lessor resulting from or by reason of (i) any breach of

any representation, warranty or covenant of the Lessee in this Lease Deed; and (ii) any breach,

non-observance or non-performance by the Lessee of any of its obligations under this Lease Deed

or those required in law in relation to the Site. In the event that the Lessor hereto receives a

claims or demands from a third party in respect of which it is entitled to the benefit of an

indemnity under Section 9.8 or in respect of which it is entitled to reimbursement (the

"Indemnified Party"), it shall notify the Lessee of such claim hereunder (the "Indemnifying

Party") within 15 (fifteen) days of receipt of the claim and/ or shall not settle or pay the claim/

demand without the prior approval of the Indemnifying Party, which approval shall not be

unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or

dispute the claim, it may conduct the proceedings in the name of the Indemnified Party and at its

(Indemnifying Party's) risk, costs and expense. The Indemnified Party shall provide all

cooperation and assistance in contesting any claim and shall sign all such writings and

documents as the Indemnifying Party may reasonably require.

9.10 Assignment and sub-lease

The Lessee shall not transfer, assign, sub-lease, part with possession of or Encumber the Site,

structures thereon, Assets and its rights hereunder, to any person, except to the extent provided for

in the Development Agreement. Lessee shall have the right to transfer the Commercial

Property or part thereof on Sub-Lease, License or let-out on tenancy or similar relation basis.

Sub-Lease Deed shall be executed (the “Sub-Lease Deed”), on or after the achievement of




Commercial Operation of the Project, with the sub-lessees as per the key provisions contained

in Annexure B.

9.11 Power to inspect

9.11.1. The Lessee shall permit the Lessor and its duly authorized representative to enter upon the

Site and the works or structures for the time being constructed or standing thereon to view and

inspect the same without BSHB being obliged to do such inspection or to intimate any defect.

9.11.2. No such inspection or communication of comments or non-communication of comments

by BSHB shall amount to validation or approval or acceptance by BSHB of the

construction by the Developer or its confirmation to the Applicable Law, Applicable

Permits and the terms of

this Development Agreement or waiver by BSHB of any breach by the Developer. It shall

be the obligation of the Developer alone to supervise the construction and to ensure that

the construction is being carried out in conformity with the Applicable Law, Applicable

Permits

and the terms of the Development Agreement.

9.12 Lessee not Lessor's Agents

Nothing in this Lease Deed, whether express or implied, constitutes the Lessee as the agent of

the Lessor in respect of any matter or action taken, or vice-versa.

IN WITNESS WHEREOF, the Parties hereto have executed this Lease Deed at the place and on the

date first above written.

Signed for and on behalf of the LESSOR Signed for and on behalf of the LESSEE

Name:

Designation:

Name:

Designation

Witnesse

Witnesses:




ANNEXURE B

SUBSTITUTION AGREEMENT

This substitution agreement (hereinafter referred to as "Substitution Agreement") is

entered into on this the [ ] day of [ ], 2013

AMONGST

1) THE BIHAR STATE HOUSING BOARD, established under the Bihar State Housing Board

Act, 1982, represented by its Managing Director and having its principal office at 6, Sardar

Patel Marg, Patna - 800015 (hereinafter referred to as "BSHB", which expression shall, unless

repugnant to or inconsistent with the context or meaning thereof, mean and

include its successors and assigns) of the FIRST PART;

2) (a)* M/s _______________, a Company incorporated under the Indian Companies Act,

1956 having its Registered Office at ____________ (mention full address) and Incorporation

Certificate No.________ dt. _____.

(hereinafter referred to as "Developer" which expression shall, unless repugnant to or

inconsistent with the context or meaning thereof, mean and include its successors,

liquidators and permitted assigns) of the SECOND PART; and

3) [insert name and particulars of Lenders' Representative] [description about

incorporation]and having its registered office at [insert],acting for and on behalf of

the Lenders listed in Appendix 1 hereto as their duly authorized agent with regard

to matters arising out of or in relation to the Substitution Agreement

(hereinafter referred to as the "Lenders' Representative", which

expression shall, unless repugnant to or inconsistent with the context or

meaning thereof, mean and include its successors and substitutes) of

the THIRD PART.

WHEREAS:

(A) BSHB has entered into a Development Agreement dated [ __ ] and Lease Deed

date………..with the Developer(the “Development Agreement"), whereby BSHB has

granted to the Developer rights in terms of the Development Agreement to undertake the

Project upon the Site as defined in the Development Agreement annexed hereto, as

Appendix 2.

(B) As per the provisions of the Development Agreement, it is agreed by and between BSHB

and the Developer that BSHB shall grant Lease Rights of the Site to the Developer in

accordance with the Development Agreement, with the execution of a separate lease deed

(the "Lease Deed"). The Lenders have agreed to finance the Project in accordance with




the terms and conditions set forth in the respective Financing Agreements.

(C) The Lenders have requested BSHB to enter into the Substitution Agreement for securing

their interests through assignment, transfer of the Grant and substitution of the Developer

by a Nominated Company in accordance with the provisions of the Substitution Agreement

and the Development Agreement.

(D) In order to enable implementation of the Project including its financing and construction,

BSHB has agreed and undertaken to transfer and assign the Grant to a Nominated Company

in accordance with the terms and conditions set forth in the Substitution Agreement and the


NOW THEREFORE, in consideration of the mutual covenants, terms and conditions

and understandings set forth in this Substitution Agreement and other good and valuable

consideration (the receipt and adequacy of which are hereby mutually acknowledged), the

Parties, with the intent to be legally bound, hereby agree as follows:-

ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In the Substitution Agreement, the following words and expressions shall, unless repugnant

to the context or meaning thereof, have the meaning hereinafter respectively assigned to

them:

"Claimant" shall have the meaning ascribed to the term in Section 8.4.2 hereof;

"Financial Default" means occurrence of a material breach of the terms and

conditions of the Financing Agreements or a continuous default in Debt Service by

the Developer for 3 (three) months;

"Development Agreement" shall have the meaning ascribed to the term in the foregoing

Recitals;

"Lenders" means financial institutions, banks, multilateral funding agencies, and similar

bodies undertaking lending business or their trustees/agents including their successors and

assignees, who have agreed to guarantee or provide finance to the Developer under any of

the Financing Agreements for meeting the costs of the Developer in relation to the design,

development and construction of the Assets and Project Utilities;

"Lenders' Representative" means the person referred to as the Lenders'

Representative in the foregoing Recitals;

"Lenders' Substitution Notice" shall have the meaning ascribed to the term in Section

3.2.3;

"Lenders' Substitution Representation" shall have the meaning ascribed to the

term in Section 3.3.2;




"Nominated Company" means a company, incorporated under the provisions of the

Companies Act, 1956, selected in accordance with the provisions hereof by the Lenders'

Representative, on behalf of the Lenders, and proposed to BSHB for assignment/transfer

of the Grant as provided in the Substitution Agreement;

"Notice of Financial Default" shall have the meaning ascribed thereto in Section 3.2.1;

"Notice of Intent" shall have the meaning ascribed to the term in Section 8.4.2;

"Novation" shall mean the process or the act of replacing the Developer in any agreement or

Sub-Contract in respect of the Project by another party such that the contract transferred by

the novation process transfers all rights, duties and obligations from the Developer, original

obligor, to the new obligor.

"Parties" means the parties to the Substitution Agreement collectively and "Party" shall

mean any of the Parties to the Substitution Agreement individually.

"Respondent" shall have the meaning ascribed to the term in Section 8.4.2;

"Substitution" is the process of replacement of a Nominated Company in place of the

Developer by undertaking the following activities:

a. Grant, to the Nominated Company, the right to develop, design, finance,

construct, operate and maintain the Project (including entering into sub-

contracts), under and in accordance with the terms and conditions set forth in the

Development Agreement and upon the execution of the Lease Deed in accordance

thereof, for the remainder of the Lease Period, by the Novation of the Development

Agreement in favour of the Nominated Company;

b. Grant, to the Nominated Company, the leasehold interest over the Site together with

the Assets and Project Utilities all or any singular rights, liberties, privileges,

easements and appurtenances whatsoever to the Site, for the remainder of the

Lease Period, by the Novation of the Lease Deed in the event of execution of the same

in favour of the Nominated Company;

c. Novation of the contracts and any other agreement needed to be novated for the

purpose of implementing and operating the Project in accordance with the terms and

conditions set forth in the Development Agreement and Lease Deed.

d. The execution of a new Substitution Agreement with the Nominated Company for the

remainder of the Lease Period on the same terms and conditions hereof;

e. Transfer by the Developer all its rights and obligations as provided in the

Development Agreement and in the event the Lease Deed is executed between the

Developer and BSHB, transfer of all rights thereof including possession of all Assets and

Project Utilities of the Project to the Nominated Company;

f. Grant by BSHB to the Nominated Company of all approvals, clearances and

permissions within BSHB's power and necessary for implementing and operating the

Project, provided duly completed application in accordance with Applicable Law is




submitted to BSHB; and

g. Transfer by the Developer all sub-contracts and Sub-Lease Deeds including its rights and

obligations thereof to the Nominated Company.

"Substitution Agreement" means the Substitution Agreement and any amendment thereto

made in accordance with the provisions contained in the Substitution Agreement;

1.2 Interpretation

1.2.1 References to Lenders' Representative shall, unless repugnant to the context or meaning

thereof, mean references to the Lenders' Representative, acting for and on behalf of the

Lenders.

1.2.2 References to Articles are, unless stated otherwise, references to Articles of the Substitution

Agreement.

1.2.3 The words and expressions beginning with capital letters and defined in the Substitution

Agreement shall have the meaning ascribed thereto herein, and the words and expressions

used in the Substitution Agreement and not defined herein but defined in the Development

Agreement shall, unless repugnant to the context, have the meaning ascribed thereto in the


1.2.4 The rules of interpretation stated in Section 1.2 of the Development Agreement, Lease Deed

shall apply, mutatis mutandis, to the Substitution Agreement.

ARTICLE II

ASSIGNMENT

2.1 Assignment of rights and title

The Developer hereby assigns the rights, title and interest in the Grant to, and in favour of,

the Lenders' Representative pursuant to and in accordance with the provisions of the

Substitution Agreement and the Development Agreement by way of security in respect of

financing by the Lenders under the Financing Agreement.

ARTICLE III

SUBSTITUTION OF THE DEVELOPER

3.1 Rights of substitution

3.1.1 Pursuant to the rights, title and interest assigned under Section 2.1, the Lenders'

Representative shall be entitled to substitute the Developer by a Nominated Company under

and in accordance with the provisions of the Substitution Agreement and the Development

Agreement.




3.1.2 BSHB hereby agrees to substitute the Developer by assignment of the Development

Agreement in favour of the Nominated Company selected by the Lenders' Representative in

accordance with the Substitution Agreement. For the avoidance of doubt, it is clarified that the

Lenders or the Lenders' Representative, either individually or collectively, shall not be entitled

to operate as the Developer.

3.2 Substitution upon occurrence of Financial Default

3.2.1 Upon occurrence of a Financial Default, the Lenders' Representative may issue a notice to the

Developer (the "Notice of Financial Default") along with particulars thereof, and send a copy

to BSHB for its information and record. A Notice of Financial Default under this Article III

shall be conclusive evidence of such Financial Default and it shall be final and binding upon

the Developer for the purposes of the Substitution Agreement.

3.2.2 Upon issue of a Notice of Financial Default hereunder, the Lenders' Representative may,

without prejudice to any of its rights or remedies under the Substitution Agreement or the

Financing Agreements, substitute the Developer by a Nominated Company in accordance

with the provisions of the Substitution Agreement.

3.2.3 At any time after the Lenders' Representative has issued a Notice of Financial Default, it may

make a representation to BSHB, stating that it intends to substitute the Developer by a

Nominated Company ("Lenders' Substitution Notice"). The Lenders' Representative shall be

entitled to undertake and complete the substitution of the Developer by a Nominated

Company in accordance with the provisions of the Substitution Agreement and

the Development Agreement within a period of 180 (one hundred and eighty) days from

the date of Lenders' Substitution Notice, and BSHB shall withhold Termination due to

any Developer Event of Default for the aforesaid period of 180 (one hundred and eighty)

days, and the Developer shall continue to discharge its obligations thereunder for such

period. Lenders' Representative shall forthwith send a copy of the aforesaid Lenders'

Substitution Notice to the Developer.

3.3 Substitution upon occurrence of Developer Event of Default

3.3.1 Upon occurrence of a Developer Event of Default, BSHB shall, by sending a copy of the

Termination Notice to the Lenders' Representative, inform of its intention to terminate the

Development Agreement and grant 15 (fifteen) days’ time to the Lenders' Representative to

make a representation, stating its intention to substitute the Developer by a Nominated

Company.

3.3.2 In the event that the Lenders' Representative make a representation to BSHB within the

period of 15 (fifteen) days specified in Section 3.3.1, stating that it intends to substitute the

Developer by a Nominated Company ("Lenders' Substitution Representation"), the Lenders'

Representative shall be entitled to undertake and complete the substitution of the

Developer by a Nominated Company in accordance with the provisions of the Substitution

Agreement and the Development Agreement within a period of 180 (one hundred and

eighty) days from the date of issue of Lenders' Substitution Representation, and BSHB shall




withhold Termination for the aforesaid period of 180 (one hundred and eighty) days, and the

Developer shall continue to discharge its obligations there under for such period. Lenders'

Representative shall forthwith send a copy of the Lenders' Substitution Representation to the

Developer.

3.4 Procedure for substitution

3.4.1 BSHB and the Developer hereby agree that on or after the date of Lenders' Substitution

Notice under Section 3.2.3 and/or Lenders' Substitution Representation Section 3.3.2, as the

case may be, the Lenders' Representative may, without prejudice to any of the other rights or

remedies of the Lenders under the Financing Agreements, invite, negotiate and procure offers

for selection of the Nominated Company for the take over and transfer of the Grant to the

Nominated Company upon such Nominated Company's assumption of the liabilities and

obligations of the Developer towards BSHB under the Development Agreement and towards

the Lenders under the Financing Agreements, subject to such Nominated

Company conforming to the qualification criteria prescribed by BSHB at the time of

selection of the Developer. The Nominated Company shall have to bear all the liabilities of

the Developer in terms of the Development Agreement, Financing Agreement, Sub-Lease

Deeds and contracts with the Sub-contractors which shall include but not be limited to

overdue and future payments towards taxes to be paid to the Government, repayment

or refunds to third parties, Annual Lease Rents to be paid to BSHB, Liquidated Damages

to be paid to BSHB, payment to Subcontractors relating to the Project, expenses incurred and

claims by BSHB on the Project due to the Developer's default in terms of the Development

Agreement to be paid to BSHB, servicing of Debt Due to the Lenders.

3.4.2 Upon selection of a Nominated Company, the Lenders' Representative shall request BSHB to:

(a) transfer the Grant to the Nominated Company, on the same terms and conditions,

for the remainder of the Lease Period of the Development Agreement; and

(b) enter into a new Substitution Agreement with the Lenders' Representative and the

Nominated Company on the same terms as are contained in the Substitution

Agreement.

3.4.3 If BSHB has any objection to the transfer of Grant in favour of the Nominated Company in

accordance with the Substitution Agreement, it shall within a period of 30 (thirty) days from

the date of receipt of proposal made by the Lenders' Representative, give a reasoned

decision as regards the acceptability (or objection, as the case may be) of the Nominated

Company. In the event the Nominated Company is acceptable to BSHB, BSHB shall transfer

the Grant within 15 (fifteen) days of its acceptance of the Nominated Company; provided

that in the event of an objection by BSHB, the Lenders' Representative may propose another

Nominated Company whereupon the procedure set forth in this Section 3.4 shall be

followed for substitution of such Nominated Company in place of the Developer.

Provided that it is expressly agreed between the Parties hereto that in any event the process of

Substitution of the Developer shall be completed within a period of 180 (one hundred and

eighty)days from the date of Lenders' Substitution Notice or Lenders' Substitution

Representation.




3.5 Selection to be binding

3.5.1 The decision of BSHB in selection of the Nominated Company or the approval of the

Nominated Company selected by the Lenders' Representative shall be final and binding on

the Developer and shall be deemed to have been made with the concurrence of the

Developer. The Developer irrevocably agrees and waives any right to challenge the actions of

the Lenders' Representative or the Lenders or BSHB taken pursuant to the Substitution

Agreement including the transfer/assignment of the Grant in favour of the Nominated

Company. It is hereby acknowledged by the Parties that the rights of BSHB and the Lenders'

Representative are irrevocable and the Developer shall have no right or remedy to prevent,

obstruct or restrain BSHB or the Lenders' Representative from effecting or causing the

transfer by substitution and endorsement of the Grant as requested by the Lenders'

Representative or as undertaken by BSHB. No consultation, concurrence or approval with or

of the Developer will be required for such substitution.

3.5.2 All actions of the Lenders' Representative and/or BSHB hereunder shall be deemed to be by

and on behalf of, and expressly authorized by, the Lenders, and be binding upon them.

3.6 Substitution by Nominated Company in other agreements

The Developer shall ensure and procure that each agreement or contract it enters with any

third party in relation to the Grant contains provisions that entitle the Nominated Company

to step into such agreement, in its discretion, in place and substitution of the Developer in the

event of such Nominated Company's assumption of the liabilities and obligations of the

Developer under the Development Agreement. The Nominated Company shall assume the

rights and obligations of the Developer in all such agreements and contracts including

Sub-Lease Deeds pursuant to its receiving the Grant from BSHB.

ARTICLE IV

LENDER'S REPRESENTATIVE'S FAILURE TO SUBSTITUTE

4.1 In the event that no company is nominated by the Lenders' Representative or the company

selected by the Lenders' Representative in terms of Section 3.5 within the period of 180 (one

hundred and eighty) days from the Lenders' Substitution Notice under Section 3.2.3 or the

Lenders' Substitution Representation under Section 3.3.2, is not acceptable to BSHB, it shall

be entitled to terminate the Development Agreement.

ARTICLE V

Deleted

ARTICLE VI

DURATION OF THE AGREEMENT

6.1 Duration of the Substitution Agreement




The Substitution Agreement shall come into force from the date hereof and shall expire with

the Expiry of the Development Agreement. However the rights and obligations of the

Lenders shall cease to exist on the occurrence of the following events, whichever is earlier:

(i)termination of the Financing Agreements; or

(ii) no sum remains to be advanced, or is outstanding to the Lenders, under the

Financing Agreements; or

(iii) expiry of the Lease Period of the Development Agreement.

ARTICLE VII

INDEMNITY

7.1 General indemnity

7.1.1 The Developer hereby indemnifies and agrees and undertakes to, at all times, indemnify,

defend and hold BSHB and the Lenders' Representative harmless against any and all

proceedings, actions and third party claims or demands for any loss, damage, cost and expense

of whatever kind and nature arising out of any breach by the Developer of any of its obligations

under the Substitution Agreement or the Development Agreement on account of failure of the

Developer to comply with Applicable Laws and Applicable Permits.

7.1.2 BSHB hereby indemnifies and agrees and undertakes to, at all times, indemnify, defend and hold

the Lenders' Representative harmless against any and all proceedings, actions and third party

claims or demands for any loss, damage, cost and expense arising out of failure of BSHB to

fulfill any of its material obligations under the Substitution Agreement, other than any loss,

damage, cost and expense, arising out of lawful acts done in discharge of their functions by

BSHB, its officers, servants and agents.

7.1.3 The Lenders' Representative hereby indemnifies and agrees and undertakes to, at all times,

indemnify, defend and hold BSHB and the Developer harmless against any

and all proceedings, actions and third party claims or demands for any loss, damage, cost

and expense arising out of failure of the Lenders' Representative to fulfill its obligations under

the Substitution Agreement, materially and adversely affecting the

performance of the Developer's obligations or BSHB's obligation under the Development

Agreement or the Substitution Agreement, other than any loss, damage, cost and expense,

arising out of lawful acts done in discharge of their functions by the Lenders' Representative, its

officers, servants and agents.

7.2 Notice and contest of claims

In the event that any Party hereto receives a claims or demands from a third party in respect of

which it is entitled to the benefit of an indemnity under Section 6.1 or in respect of which it is




entitled to reimbursement (the "'Indemnified Party"), it shall notify the other Party

responsible for indemnifying such claim hereunder (the "'Indemnifying Party") within 15

(fifteen) days of receipt of the claim and/ or shall not settle or pay the claim/ demand

without the prior approval of the Indemnifying Party, which approval shall not be

unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to

contest or dispute the claim, it may conduct the proceedings in the name of the Indemnified

Party and at its (Indemnifying Party's) risk, costs and expense. The Indemnified Party shall

provide all cooperation and assistance in contesting any claim and shall sign all such writings and

documents as the Indemnifying Party may reasonably require.

ARTICLE VIII

DISPUTE RESOLUTION

8.1 DISPUTE RESOLUTION

8.1.1 Disputes-Amicable Settlement

The Parties shall use their respective reasonable endeavors to settle any Dispute amicably.

If a Dispute is not resolved within sixty (60) days after written notice of a Dispute by one

Party to the other Party, then the provisions of Clause 26.2 of Development Agreement shall

apply.

8.1.2 Dispute resolution

Any dispute, difference or controversy, of whatever nature howsoever arising under or

out of or in relation to this Substitution Agreement (including its interpretation) between

the Parties, and so notified in writing by either Party to the other Party (the "Dispute")

shall, in the first instance, be attempted to be resolved amicably in accordance with the

conciliation procedure set forth in Clause 8.1.3 herein below. The Parties agree to use their

best efforts for resolving all Disputes arising under or in respect of this Substitution

Agreement promptly, equitably and in good faith, and further agree to provide each other

with reasonable access during normal business hours to all non-privileged records,

information and data pertaining to any Dispute.

8.1.3 Conciliation

In the event of any Dispute between the Parties, the disputing Parties may call upon each

other amicable settlement and upon such reference, the disputing Parties shall meet no

later than 10 (ten) days from the date of reference to discuss and attempt to amicably resolve the

Dispute. If such meeting does not take place within the 10 (ten) day period or the Dispute is not

amicably settled within 15 (fifteen) days of the meeting or the Dispute is not resolved as

evidenced by the signing of written terms of settlement within 30 (thirty) days of the notice in

writing referred to in Clause 8.1.2 or such longer period as may be mutually agreed by the

Parties, either Party may refer the Dispute to arbitration in accordance with the provisions of

Clause 8.2 here-in-below.

8.2 Arbitration




8.2.2 Any Dispute, which is not resolved amicably by conciliation, as provided in Clause 8.1.3, shall

be finally decided by reference to arbitration by an Arbitral Tribunal appointed in accordance

with Clause 8.2.2. Such arbitration shall be held in accordance with the Rules of Arbitration of

the International Centre for Alternative Dispute Resolution, New Delhi (the "Rules"), or such

other rules as may be mutually agreed by the Parties, and shall be subject to the provisions of the

Arbitration and Conciliation Act, 1996. The governing law of the arbitration shall be the laws of

India. The venue of such arbitration shall be Patna, and the language of arbitration proceedings

shall be English.

8.2.3 A notice of the intent (the "Notice of Intent") to refer the dispute to arbitration may be given by

one Party [the "Claimant(s)"] to the other Party [the "Respondent(s)"]. There shall be an Arbitral

Tribunal consisting of three (3) arbitrators. The Claimant(s) and Respondent(s) shall be entitled

to appoint one arbitrator each and the third arbitrator shall be appointed by the two arbitrators so

appointed, and in the event of disagreement between the two arbitrators, the appointment shall

be made in accordance with the Rules.

8.2.4 The Arbitral Tribunal shall make a reasoned award (the "Award"). Any Award made in any

arbitration held pursuant to this Article VIII of Development Agreement shall be final and

binding on the Claimant(s) and Respondent(s) as from the date it is made, and the Parties hereto

agree and undertake to obey and implement such Award without delay.

8.3 Continued Performance

While any Dispute under this Substitution Agreement is pending, including the

commencement and pendency of any Dispute referred to arbitration, the Parties shall

continue to perform all of their respective obligations under this Substitution

Agreement without prejudice to the final determination in accordance with the provisions

under this Article VIII. This Article VIII shall survive the termination or expiry of the

Substitution Agreement.

ARTICLE IX

MISCELLANEOUS PROVISIONS

9.1 Governing law and jurisdiction

The Substitution Agreement shall be construed and interpreted in accordance with and

governed by the laws of India, and subject to Article VIII, the Courts at Patna alone shall have

exclusive jurisdiction over all matters arising out of or relating to the Substitution Agreement.

9.2 Priority of agreements

In case of any conflict between the provisions of the Development Agreement and the

Substitution Agreement, the provision of the Development Agreement shall have an over-riding

effect over the provisions of the Substitution Agreement and the provisions of the Substitution

Agreement shall be deemed to have been modified to the extent to give effect to the provisions of

the Development Agreement




9.3 Alteration of terms

All additions, amendments, modifications and variations to the Substitution Agreement shall be

effectual and binding only if in writing and signed by the duly authorized representatives of the

Parties.

9.4 Waiver

9.4.1 Waiver by any Party of a default by another Party in the observance and performance of any

provision of or obligations under the Substitution Agreement:

(a) shall not operate or be construed as a waiver of any other or subsequent default hereof or of

other provisions of or obligations under the Substitution Agreement;

(b) shall not be effective unless it is in writing and executed by a duly authorized

representative of the Party; and

(c) shall not affect the validity or enforceability of the Substitution Agreement in any manner.

9.4.2 Neither the failure by either Party to insist on any occasion upon the performance of the

terms, conditions and provisions of the Substitution Agreement or any obligation there under

nor time or other indulgence granted by a Party to another Party shall be treated or deemed

as waiver of such breach or acceptance of any variation or the relinquishment of any such

right hereunder.

9.5 No third party beneficiaries

The Substitution Agreement is solely for the benefit of the Parties and no other person or

entity shall have any rights hereunder.

9.6 Survival

9.6.1 Termination of the Substitution Agreement:

(a) shall not relieve the Parties of any obligations hereunder which expressly or by

implication survive termination hereof; and

(b) except as otherwise provided in any provision of the Substitution 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.

9.7 Severability

If for any reason whatever any provision of the Substitution 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 will negotiate in good faith with a view to agreeing to one or more provisions which

may be substituted for such invalid, unenforceable or illegal provisions, as nearly as is

practicable to such invalid, illegal or unenforceable provision. Failure to agree upon any such

provisions shall not be subject to dispute resolution under Article VIII of the Substitution

Agreement or otherwise.

9.8 Successors and assigns

The Substitution Agreement shall be binding on and shall inure to the benefit of the Parties and

their respective successors and permitted assigns.

9.9 Notices

All notices, requests, demands or other communication required or permitted to be given

under this Substitution Agreement and the provisions contained herein shall be written in

English and shall be deemed to be duly sent by registered post, or transmitted by facsimile

transmission or email to the other Parties at the address indicated below:

(i)In the case of BSHB, to:

ATTN. OF: Mr. A. K. Suman, IRS

DESIGNATION: Managing Director

ADDRESS: Bihar State Housing Board

6, Sardar Patel Marg

Patna- 800 015 FAX NO: (0612) 2217992

E-MAIL ADDRESS: [email protected]

(ii)In the case of notices to Developer, to:

ATTN. OF: _________________

DESIGNATION: _________________

ADDRESS: _________________

_________________

FAX NO: _________________

E-MAIL ADDRESS: _________________ (iii) In the case of notices to Lenders' Representative, to:

ATTN. OF: _________________

DESIGNATION: _________________

ADDRESS: _________________

_________________

FAX NO: _________________

E-MAIL ADDRESS: _________________

or at such other address as the Party to whom such notices, requests, demands or other

mailto:[email protected]




communication is to be given shall have last notified the Party giving the same in the manner

provided in this Section, but no such change of address shall be deemed to have been given until

it is actually received by the Party sought to be charged with the knowledge of its contents. Any

notice, request, demand or other communication delivered to the Party to whom it is addressed

as provided in this Section 9.9 shall be deemed (unless there is evidence that it has been received

earlier) to have been given and received, if:

(i) Sent by registered post, 3 (Three) Business Days after posting it; and

(ii) Sent by facsimile or e-mail, on the next Business Day, when confirmation of its transmission has been

recorded by the sender's facsimile machine or e-mail account.

9.10 Language

All notices, certificates, correspondence and proceedings under or in connection with the

Substitution Agreement shall be in English.

9.11 Authorized representatives

Each of the Parties shall by notice in writing designate their respective authorized

representatives through whom only all communications shall be made. A Party hereto shall be

entitled to remove and/or substitute or make fresh appointment of such authorized

representative by similar notice.

9.12 Original Document

The Substitution Agreement may be executed in three counterparts, each of which when

executed and delivered shall constitute an original of the Substitution Agreement.

IN WITNESS WHEREOF the Substitution Agreement has been executed by the duly

authorized representatives of the Parties hereto at the place and on the date first above written.

SIGNED AND DELIVERED FOR AND ON BEHALF OF

BY: ______________

Name:

Title:

SIGNED AND DELIVERED FOR AND BEHALF OF DEVELOPER

BY:

Name: Title:




SIGNED AND DELIVERED FOR AND ON BEHALF OF LENDERS' REPRESENTATIVE

BY: ______________

Name: Title

Witnesses

1.

Name:

Address:

2.

Name:

Address:

APPENDIX 1 & 2 TO THE SUBSTITUTION AGREEMENT

LENDERS (List to be provided as per the Financing Agreement when they are signed)

Copy of Development Agreement




ANNEXURE – C

Salient Features of the Sub-Lease/ Sub-License

1. The Developer shall be solely responsible for the due performance of its obligations as

specified in the Development Agreement and the Sub-Lease Deed including but not limited to

its obligations pertaining to the timely completion of the construction of the Assets and

Project Utilities, and BSHB shall not be held liable for any claims pursuant to any loss and/or

damages suffered by the sub-lessees or any third party on account of Developer's

performance or non-performance of its obligations pursuant to the terms of the Sub-Lease

Deed.

2. The Consideration for the Sub-Lease shall be paid through account payee cheque in the

nominated account (the "Nominated Account") of the Developer. Any payment made in

a way other than through the Nominated Account shall not be acknowledged as part of the

consideration to the Sub-Lease Deed. The consideration for the sub-lease shall be structured to

have following components:

(i) There shall be a provision of interest free and refundable Security Deposit to be paid

by the Sub-Lessee prior to execution of the Sub-lease Deed. This Security Deposit

shall be returned to the Sub-Lessee on expiry of the sub-lease period or on

termination of the sub- lease prior to the expiry, after delivery of vacant physical

possession by the Sub-lessee, and any amount remains after making adjustments of all

outstanding payments.

(ii) A provision for monthly sub-lease rent to be paid in advance in the first week of the

month.

3. The consideration in a Sub-Lease Deed may be structured with a one-time upfront payment

of monthly sub-lease rent specified here above. However the amount of monthly sub-lease

rent shall still be provided in the Sub-Lease Deed. Such onetime upfront payment may also

be taken in a fixed number of installments. The payment structure shall be so designed that

the present value of all monthly sub-lease rents for the entire period of sub-lease is same as

the present value of the upfront onetime payment taken from the Sub-Lessee on the date of

execution of the Sub-Lease Deed. The present value shall be computed on the basis of an

annual discount rate of 12% (twelve percent).

4. In the event of Termination of the Development Agreement and/or Substitution of the

Developer by the Nominated Company, as the case may be, prior to the Project Completion

Date, all of the Developer's rights and interests in and to the work-in-progress and/or

incomplete Assets and Project Utilities in terms of this Development Agreement shall

automatically vest in BSHB and Lease Deed shall stand terminated, In such an event, BSHB,

may, in its sole discretion, have the right to cancel the Letter of Allotment for grant of sub

lease to the third party without incurring any kind of liability.

5. It shall contain a covenant that the third party with whom the Sub -Lease Deed is




executed, has perused all the documents pertaining to the Project and has been made

aware of the Developer's rights and obligations pursuant to the Development Agreement.

6. In the event of Termination of the Development Agreement and/or Substitution of the

Developer by the Nominated Company, as the case may be, after the Project Completion

Date but prior to scheduled expiry of the Lease Period, all of the Developer's rights and

interests in the Assets and Project Utilities in terms of this Development Agreement shall

automatically vest in BSHB and Lease Deed shall stand terminated. Upon the vesting of the

Assets and Public Utilities as aforesaid, all Sub-Lease Deeds, all sub-contracts and all other

rights and obligations of the Developer with respect to third party contracts in relation to the

Project, shall either;

(i) automatically stand attorned in favour of BSHB, which shall step in

as the Developer/ sub-lessor/ principal contractor and the third parties/ Sub-Lessees/

Sub-Contractors shall fulfill and perform all their obligations under the Sub-Lease

Deed or sub-contracts or third party contracts towards BSHB as the

Developer/sub-lessor; or

(ii) stand terminated at the sole option of BSHB or the Nominated Company, as the case

may be, without incurring any kind of liability on such third party.

7. The term of the sub-lease shall not exceed beyond the Lease Period of the Development

Agreement. Sub-leases shall be renewed on the terms and conditions of Development

Agreement subject to payment of Renewal Premium, Lease Premium and enhanced Annual

Lease Rent and other conditions contained therein.

8. The Sub-Lease Deed shall contain a clause with regard to the payment schedule according to

which the payment shall be made by the Sub-lessee.

9. All terms and conditions of the Lease Deed and Development Agreement and RFP shall be

incorporated in the sub-lease, license or similar arrangements to be entered by the

Lessee/Developer.

The above list is indicative and not exhaustive.




ANNEXURE D

Joint Handing Over Note

------joint note to be developer at the time of handover-----------




ANNEXURE- E

OPERATION & MAINTENANCE STANDARDS FOR PROJECT FACILITIES

A. General & Design Related

1. The designing of the commercial development structures should allow for best possible design

aesthetics in terms of building designs, building façade, floor to floor heights, column free

spaces, natural circulation and lighting etc. The extension of spaces beyond the plinth

areas/floor plates in form of extended balconies etc. shall not be allowed in any form.

2. The designing of the commercial development structures should be undertaken in a manner as

to ensure maximum adherence to building safety standards with regards to structural strength,

earthquake resistance, etc. In addition, the building designs and structures should meet all

requisite guidelines stipulated by Fire Department, Airport Authority, etc. as applicable.

3. The developments should also provide adequate parking spaces within the premises, either in

the form of stilt parking, underground parking, elevated parking or parking spaces in the

boundary areas. The parking requirement from commercial development users and visitors,

having two wheelers and/or four wheelers should be sufficiently provided for by the developer.

The instances of overflow of parking to surrounding areas should be mitigated to the maximum

possible extent.

4. The commercial development should provide for adequate circulation and logistics spaces for

movement of personnel, equipment, machinery, stocks, etc. In addition, the commercial

development should provide adequate open spaces such as basic landscaping, greenery,

pathway etc.

5. The developer should provide adequate spaces for maintenance areas & make provisions for

ensuring round the clock services with regards to internal and external maintenance of the

development. Provisions for proper spaces for housekeeping & cleaning, garbage disposal,

power back up, common area maintenance etc., should be provided by the developer to ensure

hygienic conditions within internal and external spaces of the commercial development.

B. Finishing, Fitment & Fitout Related

1) The developer should endeavor to provide ‘best in class’ facilities with respect to air

conditioning systems, fire-fighting systems, building management systems, security systems

etc., ensuring smooth, automated & least obstructive everyday operations.

2) In case of bare shell structures, the internal fitment and fit outs such as wall finishing,

fire-fighting sprinklers, internal wiring & electrical connections, etc. should be provided as per

the acceptable industry standards, ensuring long term utility and minimalistic maintenance

requirements from actual tenants.

3) In case of warm shell/ready to move in structures, internal fitments, as well as furnishings and

fittings such as electrical plugs/sockets, switches, wiring for telecommunication connections

(such as internal phone lines, broadband wiring, wi-fi wiring etc.) should be provided by




developer in adherence to acceptable industry standards ensuring minimalistic, recurring

maintenance requirements from actual tenants.

C. Minimum Maintenance Standards

During the Operation Period, the Developer shall be required to do the following:

1) The Developer shall be solely responsible for undertaking regular maintenance of the Assets

and Project Utilities developed on the Site as per the Applicable Law and Good Industry

Practices. In addition, the Developer shall also be required to undertaken periodic major

maintenance for remodelling/refurbishing/renovating internal and external structures as well as

for undertaking major repairs, replacement and maintenance of structures, machinery &

equipment forming part of Assets and project Utilities. The frequency of periodic maintenance

shall be decided as per acceptable industry standards for similar infrastructure facilities.

2) The Developer would be required to undertake commercial development as per environment

friendly norms and shall make provisions for rain water harvesting, effluence & sewage

treatment, etc. as deemed necessary for the commercial development as per acceptable industry

standards.

3) The Developer r would maintain conformity to the established standards & norms for Effluence

Discharge and Treatment as laid down by the Central Public Health Engineering &

Environment Organization/Central Pollution Control Board / State Pollution Control

Board/Patna Municipal Corporation, or any other competent authority, whichever applicable

4) The Developer would maintain conformity to the established standards & norms for Emissions

and Noise Control as prescribed by the Central Pollution Control Board / State Pollution

Control Board/Patna Municipal Corporation, or any other competent authority, whichever

applicable

5) The Developer would maintain conformity to the established standards & norms for

Fire-fighting, fire alarm and fire detection as laid down under the latest edition of National

Building Code

6) The Developer would maintain conformity to the stipulated standards & guidelines for

Disposal of Solid Waste as prescribed by the Central Pollution Control Board / State Pollution

Control Board/Patna Municipal Corporation, or any other competent authority, whichever

applicable

7) The Developer would maintain conformity to the stated guidelines for Air Conditioning,

Heating, Lighting, Illumination, etc. as mentioned in the latest edition of National Building

Code

8) Parking spaces, lift spaces, service areas, circulation spaces and open spaces to be maintained

by Developer as per the guidelines prescribed by the Patna Municipal Corporation/ Patna

Development Authority or as per acceptable norms established by similar Central/State level

Development Authorities/Agencies.

9) In specific instances wherein standards and norms for provision and maintenance of project

facilities /services are not clearly formulated or defined by the State level or city level relevant

agency or authority, provision and maintenance of all services/project facilities would be




undertaken by the Developer in line with relevant national standards and norms prescribed by

National level agencies and relevant competent National Authorities.

Bihar State Housing Board (BSHB) - Global Tenders State Housing Board Request for Proposal-Bid...

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