RFP number: ITPO/MSTC/Concession for star Hotel/RFP/20-21/01

With reference to the Pre Bid meeting held on 06.03.2020 for the abovementioned RFP, the response to queries raised by the Bidders is as follows:

Original Clause Amended Clause

Page 2: The site visit is available from 28.02.2020 to 05.03.2020 and the pre-bid meeting is scheduled on 04.03.2020at 1500 hrs. The last late of submission of initial proposal against the RFP is 18.03.2020 at 15:00 hrs. Alldetails for the proposed project are available in the RFP.

Page 2: The site visit is available from 28.02.2020 to 05.03.2020 and the pre-bid meeting is scheduled on 06.03.2020 at 1500 hrs. The last date of submission of initial proposal against the RFP is 08.04.2020 at 15:00 hrs. All details for the proposed project are available in the RFP.

Schedule of Bid Process:

S.no Event Description Date/Time

1. Issue of RFP Document. 28.02.2020

2. Last date of submission of queries.

05.03.2020 upto 1500 hrs

3. Pre-Bid Conference. 06.03.2020 at 1500 hrs at Conference room India Trade Promotion Organization Pragati Bhawan, Pragati Maidan New Delhi-110001

4. Publication of responses to queries.

09.03.2020

5. Start of submission of Online Proposals.

09.03.2020

Schedule of Bid Process

S.no Event Description Date/Time

1. Issue of RFP Document. 28.02.2020

2. Last date of submission of queries.

05.03.2020 upto 1500 hrs

3. Pre-Bid Conference. 06.03.2020 at 1500 hrs at Conference room India Trade Promotion Organization Pragati Bhawan, Pragati Maidan New Delhi-110001

4. Publication of responses to queries.

11.03.2020

5. Start of submission of Online Proposals.

12.03.2020

6. Last date of submission of Online Proposals along with Bid Security to Tendering Authority.

23.03.2020 upto 1500 hrs

7. Opening of Online Technical Proposals and Documents.

23.03.2020 days at 1530 hrs

8. Mock e-Bidding exercise for all bidders who have submitted Online Proposals and BID SECURITY.

26.03.2020

9. Intimation to Technically Qualified bidders and Opening of Price Bids.

27.03.2020 from before 1100 hrs.

10. e-Auction. 27.03.2020 from 1300 hrs to 1500 hrs plus auto extension if any.

6. Last date of submission of Online Proposals along with Bid Security to Tendering Authority.

08.04.2020 upto 1500 hrs

7. Opening of Online Technical Proposals and Documents.

08.04.2020 days at 1530 hrs

8. Mock e-Bidding exercise for all bidders who have submitted Online Proposals and BID SECURITY.

13.04.2020

9. Intimation to Technically Qualified bidders and Opening of Price Bids.

14.04.2020 from before 1100 hrs.

10. e-Auction. 14.04.2020 from 1300 hrs to 1500 hrs plus auto extension if any.

Clarification:

Preceding 3 Financial years for eligibility criteria will be taken as 2016-17, 2017-18 and 2018-19.

S.no Clause Reference – RFP

Query Amendment/Clarification if any

1. Clause 1.1.28 of RFP – Licensing Authority

As per the Clause Licensing Authority shall mean the SPV to be constituted by ITPO. It is requested to share the following details of the SPV:

1) What shall be the legal status of the SPV? 2) How will the land right be transferred by ITPO to SPV?

(Whether lease/license/freehold) 3) What shall be the period for which the rights of the land will

be transferred to the SPV? Are there any licenses pertaining to the project that shall be required to be taken on behalf of the ultimate owner of the land? If yes, will the license be taken on behalf of ITPO or this SPV?

1) SPV shall be a 100 % subsidy of ITPO to be incorporated under the Companies Act.

2) Land will be transferred to SPV on fixed leasehold basis.

3) ITPO will transfer land to the SPV on 99 years fixed lease hold basis. The Competent Authority has already approved this.

2. Clause 1.1.4 of RFP read with Clause 15.2 of the Concession Agreement

This clause provides definition of “Bidder”. Given that the License is over a period 60 years (plus 39 years) it is possible that a bidder, being a company may undergo restructuring etc. over such period, which may not be known today, it is recommended that the definition also include and allow such an entity to nominate and/or assign its rights and obligation under the Concession Agreement to a suitable entity. Example: Company A which has entered to the Concession Agreement with the Licensing Authority, happens to spin off its Hospitality business into a separate company - Company B. Company A should have the right to assign its rights and obligations under the Concession Agreement to Company B at its option.

Regarding assigning of Rights from Company A to Company B, the Concession Agreement already clarifies in clause 15.1” Any such change in Control shall only be permitted if the transferee entity meets the eligibility conditions under the RFP Documents, no concession whatsoever shall be permitted on the question of eligibility conditions”

3. Clause 1.1.4 The definition of Bidder in Clause 1.1 may be amended to include its

Associate company.

Since individuals and consortiums are allowed to set up Special

Purpose Company (SPC) post Successful Bids, similar flexibility should

be given to existing companies who may be filing their Bids.

It is submitted that the Bidder be permitted to utilize up to 2 Associate entities to meet the financial and technical requirements while submitting its Bid; without the need to create a new SPC under the Consortium route.

Clarification: Clause 7.2.1.1. states The Licensing Authority will be signing a Concession Agreement with a company registered under Companies Act, 2013 only. In case the successful bidder is a Company already registered under Companies Act 2013, and wishes to form a SPC as a 100% owned subsidiary, this will be permitted by the Licensing Authority before the signing of the Concession Agreement. In case bidder wants to utilize Associate entities to meet Financial and Technical criteria, they may form a Consortium as per terms of the RFP.

4. Clause 2.1 (b) of RFP- Introduction

It is requested to share the future projection (Type, size, number) of the events that are anticipated to be hosted at the IECC along with the potential hotel room nights that are expected to be generated as a result. Is there a professional event operator planned to be appointed to drive the scale of business at IECC.

ITPO does not have such data. Pragati Maidan holds nearly 35% share of the Indian Exhibitions market in terms of number of events. With the commisioning of IECC project, ITPO expects that the number of events to be held at Pragati Maidan will significantly go up within the next few years.

5. Clause 2.1 (f) of RFP- Introduction

It is requested to provide the set back rules applicable on the Hotel Plot.

The bidders have to develop hotel as per guidelines given in MPD -2021. Also, on the side adjacent to railway track, setback as per railway norms to be followed.

6. Clause 2.1 (h) of RFP- Introduction

The Clause states that ground coverage upto 60% will be allowed. Further it states that any future increase in FAR or ground coverage will belong to the licensing authority and not the Successful Bidder. It is submitted that the ground coverage be maximized save for the set back norms, the plot being part of the overall ITPO site. Further, any increase in the FAR or ground coverage must beautomatically extended to the Concessionaire.

No Change

7. Clause 2.1 (j) of RFP- Introduction

As per the clause the initial term of the Concession shall be for a period of 60 years post which a competitive bidding shall be conducted for extending the concession agreement for 39 years. It is submitted that the concession agreement term be kept at 99 years on a perpetual basis.

No Change

8. Clause 2, Clause 2.2. (j)

It is understood that, as per the industry practice the Hotel Plot development can include service apartments, shops, office and commercial space – and further sub-lease should be allowed. The Tendering/Licensing Authority is requested to clearly specify the proportion of the total area that can be leased by a bidder.

Norms prescribed by Ministry of Housing and Urban Affairs/ Delhi Development Authority from time to time for the purpose are to be followed. No change in clause.

9. Clause 3.3 (c)- Bid Security

It is submitted that the bid security of the unsuccessful bidders should be returned within 15 days of declaration of the successful bidder.

Agreed. The Tendering Authority will return the Bid security of unsuccessful bidders within 15 days of declaration of successful bidder.

10. Clause 3.3 (f) (a)- Bid Security

The bid security should be refunded to an unsuccessful bidder within 15 days from a) declaration of successful bidder, b) cancellation of the tender, c) lapse of the tender etc.

Agreed. The Tendering Authority will return the Bid security of unsuccessful bidders within 15 days of declaration of successful bidder or cancellation of RFP or Lapse of bid validity, whichever is earlier.

11. Clause 3.7 (c) – Force Majeure

It is submitted that the period within which the affected is required to inform about the probable material effect be increased from existing 2 days to atleast 7 days.

No change

12. Clause 3.7 (h) – Force Majeure

It is submitted that the right to terminate the agreement after 180 days of force majeure event should be with the Successful bidder only.

No change

13. Clause 3.8 (c) – Acknowledgment by Bidder

As per the Clause, the Bidder shall Accept the risk of inadequacy, error or mistake in the information provided in the RFP or furnished by or on behalf of Tendering Authority. It is submitted that any such event should be considered as a breach of Tendering Authorities Responsibilities and the bidders should be allowed to adequate compensation, right to terminate the concession agreement and each bidder be given the right to withdraw from the bidding process.

No change

14. Clause 3.11 (e) – Event of Default

The clause requires the successful bidder to submit the electricity bills, water bills and income tax return certified by auditor and any other document as deemed fit by the Licensing Authority within 6 months of the end of the relevant Financial Year. It is requested that this period be increased to 12 months, as companies on whom transfer pricing is applicable are required to submit the return by 30 Nov each year. Also, it is requested that the following line be added in the said clause: “In case the Concessionaire is involved in any dispute for settlement of bills, the concessionaire shall be allowed to give a representation of the same in place of the bills.”

The time period to submit the documents is hereby increased to 9 months. Further it is clarified that, “the clause only requires submission of bills and tax returns, in case of any dispute the Concessionaire may settle the dispute with the requisite authority independently and intimate the Licensing Authority of the final settlement. “

15. Clause 3.11 (i) – Event of Default

This clause needs to be deleted. No change, however please refer to point no. 87 below for clarification.

16. Clause 3.11 (p) – Event of Default

As per the clause if the concessionaire shall not cease to carry on its business, including the business of constructing, developing, operating and managing of the Hotel Premises for continuous 30 days or more, without obtaining the prior written permission from the Licensing Authority. Once the concessionaire agreement is signed, it is submitted that the above clause be deleted as an event of default.

It is clarified that the Licensing Authority will not withhold permission to the Concessionaire in case business activity is proposed to be halted for any valid reasons for temporary periods.

17. Clause 3.11 (q) – Event of Default

It is request that the period to remediate the default should be increased from 15 days to atleast 2 months.

Period of Rectification of Default is hereby amended to 90 days.

18. Clause 3.11 - Event of Default

It is submitted that the following clause should be applicable on the Licensing Authority as well - (a), (f), (g), (h) and (j) It is submitted that the following clauses be deleted – (k) and (I)

No change

19. Clause 3.11 - Event of Default

Clauses (q) to (s) should be applicable to both the Concessionaire and the Licensing Authority.

No change

20. Clause 4.1 - Design Details

The Tendering/Leasing Authority is requested to share the design of the external façade of the IECC along with the traffic movement plans to which a Successful Bidder will be bound as part of the Hotel development. It is also requested that the Auto cad drawings of the site are shared.

Auto Cad drawing is enclosed at Annexure-1 for reference.

21. Clause 4.2 – Design Details

Details regarding the width and the height of the tunnel are requested to be shared also the other key parameter with respect to length of the said tunnel along with the design/operation/maintenance parameters must be provided upfront.

Further queries with respect to this clause:

i. The space of the proposed tunnel connecting the Hotel premises to the basement parking of IECC project is within the IECC Complex.

ii. It shall be in the scope of successful bidder.

i) Whether the tunnel pass through a space underground which is not

within the IECC complex?

ii) Tunnel services like ventilation, lighting, rainwater pumping, etc.

should be under the scope of the Licensor.

iii) Which authority/agency shall be approving the tunnel?

iv) Information is sought on the mechanism provided for the flooding

control if the integrated transit corridor as this is indirectly linked to

Hotel plot basement. Is the successful bidder required to make any

provisions on this front from point of excess rains etc.?

v) It is submitted that the reception level in basement since tunnel is

connected to hotel should not form part of FSI. Confirmation is

required on the same and inclusion of such clarification in the RFP is

requested.

vi) Since the tunnel is connected to the basement parking of the hotel, hence to ensure security of the hotel a security barricade at the entry point of the tunnel at the hotel will be created. Confirmation is required that the Lessee is allowed to create such barricades. vii) Auto cad drawing or a survey drawing showing the exact location of the tunnel entering the hotel plot is requested to be shared. viii) Information relating to the load above the tunnel is required in order to plan the design of the slab.

iii. The approving authority shall be licensing /tendering authority

iv. The successful bidder has to make necessary arrangement/mechanism from drainage point of view in case of excess rains

v. The reception level in basement shall not form part of FSI for the hotel plot.

vi. Agreed vii. Auto Cad drawing is enclosed

as Annexure-1 viii. The tunnel is required to be

designed for load of 40KN sqm.

22. Clause 4.1.2.2 – Design Details

It is requested that this clause be deleted. This clause is advisory and shall not be counted towards performance of the Concessionaire as per the clauses of the Concession Agreement

23. Clause 4.1.4 – Design Details

The overall traffic plan is part of the larger infrastructure development for which the concessionaire should not be required to partake in the cost sharing/allocation.

No change

24. Clause 4.1.7 - Design Details

It is understood that usage of such design and modern technology which would enable faster construction of the Hotel Premises is a recommendation and shall not be counted as a performance covenant for the concessionaire. It is requested that clarification on the same is provided.

It is hereby clarified that use of design and modern technology enabling faster construction shall not be counted towards performance of the Concessionaire as per the clauses of the Concession Agreement

25. Clause 4.1.9 - Design Details

It is requested that an indicative cost structure is shared with us. The concessionaire should be allowed to use parking space in the IECC complex as well.

The rate of use for parking space within the IECC complex will be decided by Tendering/Licensing Authority from time to time. The same will be applicable on Concessionaire as per applicable rate. Further, it is clarified that the rate will be equal to or less than parking charges levied from visitors to IECC complex from time to time. No change

26. Clause 5.1.1 – Payment terms

Upfront Fees – It is submitted that the upfront fee be collected in equal annual installments over a period of 8 years starting from the end of the year from the date of operationalization of the hotel. Alsoclarification is sought on the applicable taxes on the payment of such fees. Annual License Fee – It is submitted that the Annual License fee charged after the operationalization of the Hotel, from the end of the first financial year.

No change

27. Clause 6.1.3 and 6.1.4 – Scope of work

The penalty under 6.1.3 should not apply and this clause must be deleted. The penalty under Clause 6.1.4 may be set at the rate of INR 10 lakhs per month of delay upto 24 months. Recommended that the overall time period of 5 years will govern the deliverables.

No change

28. Clause 6.2 - Incentive Scheme

It is submitted that the milestone dates for the incentive scheme be changed to following: 25% discount – 30 June 2024 20% Discount – 31 December 2024

No change

29. Clause 7.1 – Schedule of Bid Process

The bid date is recommended to be shifted by a month to enable completion of all administrative processes at the bidder’s end.

Refer table page 1.

30. Clause 7.2.1.1 – Eligibility Conditions

It is submitted that the requirement to form a SPV for companies already registered under the Companies Act 2013 be removed.

There is no requirement for an existing company bidding to form an SPV/SPC.

31. Clause 7.2.1.4 – Conflict of Interest

It is submitted that the limit of cross holding as mentioned in sub-clause (ii) be increased from 5% to 20%.

No change

32. Clause 7.2.1.6 – Legal Track record

It is submitted that this clause be deleted. No change

33. Clause 7.2.2.3 – Transfer at End

As per the clause – At the end of the Concession Agreement Concessionaire will transfer site (Land) and all immovable assets (i.e. buildings etc) to the Licensing Authority with no compensation of whatsoever nature payable to the concessionaire. It is submitted that the concessionaire be compensated by the Licensing Authority for the transfer at Market Price.

No change

34. Clause 7.2.2.5 (IV) – Variable Fee Parameter

It is submitted that the Variable fee parameter be kept free of escalation during the entire tenure of the concession agreement as it shall have been arrived at after a competitive bid.

No change

35. Clause 7.2.2.5 (VIII) – Calculation of Gross Revenue

This should exclude earnings from parking, commercial, rented, licensed, sub-licensed areas of every description. To add clause (d) to exclude from gross revenue all commissions, credit cards charges payable by the Concessionaire.

No change

36. Clause 8.2 – Description of Bidding Process

Clarification is sought on what is the minimum initial offer (Variable Fee Parameter) a bidder has to make in stage 1 of the auction.

Details already available in clause 7.2.2.5, point v

37. Clause 8.2.3.6 – Date for Signing of the Agreement

It is requested that a fixed date for signing the concession agreement is published by the Tendering Authority.

Fixed date for signing Concession Agreement cannot be provided due to need for interim approval(s) within that period. However, effort will be taken to minimize such period.

38. Clause 8.4.5 – Proposal Evaluation

Clarification is sought on by what date the Tendering Authority shall issue a Letter Award to the successful bidder?

Fixed date for signing Concession Agreement cannot be provided due to need for interim approval(s) within that period.However, effort will be taken to minimize such period.

39. General Tendering Authority’s performance covenants shall include providing the land free of encumbrance, physical obstruction of site and damage free site on the date of signing of the concession agreement.

Please refer to Concession Agreement, Clause 12. LICENSING AUTHORITY’S COVENANTS

40. General It is requested that “Confidentiality of Information and protection of data clauses are included in the RFP”.

Refer to Clause 9 of Disclaimer on page 6 and Annexure 5 “Integrity Pact” of RFP

41. General The Tendering Authority is requested to facilitate single window clearance for all approvals with regard to development of the Hotel project given the tight timelines.

No change. However, as clarified in pre-bid meeting, ITPO will facilitate clearances/approvals wherever feasible. A high powered Committee at level of the Cabinet Secretary is already monitoring this project

42. General Clarity is required on the guidelines for relocation of trees present at the site. Have the approvals been already taken or will be taken? If not taken who shall be responsible to obtain the requisite approvals for relocation of the trees on the Hotel Plot?

As per the approval received for the IECC project, all trees shown in the Hotel Plot have been identified as ‘Saved Trees’. Copy of the approved

drawing is enclosed at Annexure -2. The bidders have, therefore, have to take specific approval from the Forest Department either for cutting of trees or for re-location.

43. Recital A

Term

Please clarify the terms and duration in particular of license of the Land by

ITPO in favour of Licensing Authority;

Is the Licensing Authority permitted to sub – license the land to a 3rd party?

must be co-terminus or exceed the Term of the Concessionaire Agreement;

Consequence of the termination of the license?

The Competent Authority has already approved the lease by ITPO of 3.70 acres of land to an SPV for development and operation of a 5 star hotel as part of the IECC Complex at Pragati Maidan. For Termination of Concession Agreement please refer to clause 21.

44. 1.1.30

Taxes

Please clarify the reference to ‘future assessments for property’; should restrict to the term of the agreement.

No change

45. 3.1

Grant of License

There is no mention of any representation, covenants, warranties and

undertakings by the Licensing Authority;

Any review by the Licensing Authority prior to Operationalisation by the

Concessionaire?

Representation qua the land- Concessionaire has entered in to the agreement basis the representation made by the Licensing Authority; No inspection has been conducted

Please refer to Clauses 3.2 and 12 of Concession Agreement

46. 4.3

Termination

It is requested that provision for cure notice along with compensation for

costs incurred till the date of termination be added in the agreement.

Clarity is sought for eligibility for Concessionaire to re-bid in event of such

pre-determination;

Please refer to clauses 20 and 21 of Concession Agreement

It is further submitted that termination for convenience and default be

distinguished;

It is requested that Concessionaire must have the right to contest; 47. 4.4

Liability

Clarity is sought on how would the liability of the Concessionaire be ascertained?

The Liability would be on the basis of actual demand as would be raised in the eventuality of any risks,losses, taxes etc

48. 5.1

Upfront License Fee

Is any interest payable on deposits etc. to the Concessionaire in event of predetermination?

No interest will be payable by the Licensing Authority

49. 7.2

Stamp Duty

The Stamp Duty would be payable as a License or a Lease? As a License

50. 9.3

Penalty

No mention of the computation to support the ‘genuine’ pre-estimate of damages.

This is as per estimate of Licensing Authority

51. 9.6

Penalty

It is submitted that penalty shall not be imposed. No change

52. 10.1

Delay

Delays due to decision makings/ handovers etc. by the Licensing Authority to be provided for; also compensation for mobilisation costs/ demurrage etc. incurred by the Concessionaire due to delayed decision making by the Licensing Authority must be provided for in equity

No change

53. 10.2

Immovables installation- transfer of

Transfer of immovable property, whether upon termination or pre-determination, shall attract stamp duty; clarity is required on who shall be bearing the cost for the same?

The land or any other "immovable" asset of the Licensing Authority is not being transferred to/from the Concessionaire and hence no question of paying any stamp duty. However, it is hereby clarified that in case any Stamp duty is payable upon termination or completion of term of

the Concession Agreement, the same shall be borne by the licensing authority or the Concessionaire for the remaining 39 years..

54. 10.3

Sub-licensing

It is requested if there is any format prescribed for sub-licensing of the licensed space ( reads as ‘lease’);

The Concessionaire may, lease out commercial and/or retail space in the Hotel Premises as per norms of Ministry of Housing & Urban Affairs / Delhi Development Authority (DDA) only after Operationalization of the Hotel Premises within the parameters of this Concession Agreement.

55. 10.5.1

Delays

Delays in grant of permissions by Licensing Authority for Development deviations be accounted for

No change

56. 10.5.2

Delays

Delays in receiving NOCs , statutory approvals be accounted for No change

57. 10.5.11

Harm

Please modify to include “deliberate and intentional” harm No change

58. 10.5.14

Compliances

Please provide for “shall endeavour” and “shall not deliberately”…cause dust and noise.

No change

59. 10.6.1

Permissions by Licensing Authority

Licensing Authority shall not unreasonable hold / deny permission to

Concessionaire to sub-license;

also, the Licensing Authority must not permit business activities directly competing with the Concessionaire/ which have an adverse impact upon the hotel business & spa;

No change

60. 10.7.2

Project Finance

Consequences suffered by Concessionaire on account of pre-determination to be compensated

No change

61. 11

Inspection

Following addition may be considered: Entry in the Hotel Premises in case of an emergency without causing any hindrance to hotel operations/ project activities;

No change

62. 13.1.2

Submissions

Please clarify if records/ audited accounts for the entire company have to be submitted or only of the Hotel?

Only of the Hotel.

63. 13.1.12

Compliance

It is requested that this clause may be deleted. No change

64. 13.1.16

Indemnity

Indemnify only for direct consequences; remote, consequential or indirect,

damages not included; Please consider limitation/ capping;

Also, consequences/ suspension of license etc., suffered by the Concessionaire / Hotel on account of an eventuality/ mishap in any other area beyond the bounds of the Hotel, may be provided/ accounted for by way of a counter indemnity.

No change

65. 13.1.17

Vacating guests

Please delete the last sentence pertaining to immediate vacation of the Hotel Premises by the guests.

No change

66. 15

Change in Control

Not possible to comply with since being a Public ltd. company No change

67. 16.2.14

Stamp Duty

The stamp duty computation for the grant of the license for the land may be clarified considering the nature of the document; also transfer of assets, movables and immovable, pursuant to termination may be accounted/ clarified

Please refer to clause 28.

68. 16.2.16

Due- diligence

This may be clarified since the Concessionaire has acted basis the representations of the Licensing Authority

No change

69. 17

Corrupt practices

Similar representation may be provided for by the Licensing Authority to represent compliance of ethical practices and no benefit to influence decision making clause.

No change

70. 18

Insurance

Please clarify if the Licensing Authority possesses any insurance policy(ies)

to provide for eventualities;

The Concessionaire has to furnish insurance to the Licensing Authority

Insurance to provide for eventualities, including, wherein Concessionaire suffers damages due to misrepresentation, gross negligence or wilful misconduct by the Licensing Authority; Concessionaire may be made a co-insured;

as per clause 18 of Concession Agreement. It is hereby clarified that the Licensing Authority does not have any other insurance policy for this purpose.

71. 18

Force Majeure

Please include failure to attain an NOC/ statutory license for no fault by either party;

Clause 19.1.4 is hereby amended as follows: any event or circumstances of a nature analogous to any of the foregoing, including failure in obtaining requisite statutory/non‐, approvals, clearances including ApplicablePermits from the concerned agencies and GovernmentAuthorities, wherein it is established that such failure has occurred due to reasons beyond the reasonable control of the Concessionaire.

72. 18.8.2

Force Majeure

The efforts have to be cost-effective and considering business prudence No change

73. 20.1.1

Default

Please consider only material default and specify them No change

74. 20.1.3

Default

Please consider only material default and specify them No change

75. 20.1.5

Default

Non-payment/ part-payment due to contested/disputed demands, may be provided for

No change

76. 20.1.9 Please delete / specify the nature of information No change

Default 77. 20.2.4.1

Default

Please delete ‘ Subsidiary company’ considering legal entities separate Subsidiary Company is hereby removed from this clause.

78. 20.2.4.4

Damages

Please delete the portion seeking a waiver of the right to contest the damages

No change

79. 21

Termination

Grounds may be included to provide the Concessionaire grounds to terminate, especially in event of Licensing Authority failing to fulfil its obligations under the RFP and the agreement

Please refer clause 23 of Concession Agreement

80. 22.1.3

Valuation

Market value to be computed by a reputed agency jointly deputed for the purpose; costs to be shared

No change

81. 23.1

Surrender

Conflict of interest between “prior to termination by Licensing Authority”

and “subject to approval of Licensing Authority” ;

Refund to be provided for in event of surrender;

No change

82. 25

Notice

Please provide that notice by e-mail shall not be valid. No change

83. 28

Stamp Duty

Licensing Authority to clarify / provide for stamp duty for assets, movables and immovable;

No change

84. 33

Waiver

Please modify the documents to remove waiver by Concessionaire; clause should mirror the same for both parties;

No change

85. 36.1

ROFR

ROFR be granted in event of pre-determination not on grounds of gross negligence and wilful misconduct by Concessionaire; please clarify

No change

86. 37

Arbitration

Please delete Section 37 No change

87. -

Operations

Licensing Authority shall not interfere in hotel operations conducted by Concessionaire;

The Licensing Authority shall not interfere in the Hotel Operations conducted by the Concessionaire,

subject to what has been mentioned in the Concessionaire Agreement

88. Request if minimum number of rooms owned can be reduced from 200 to 150

No change

89. Our company has raised capital in May 2019 and we do not have 3 years operating history. Hence, would request if ownership requirement of 3 years can be waived.

No change

90. RFP Fee and Bid Security - Interested Bidders to pay a non-refundable amount of INR 1,00,000 plus GST @ 18% as non-refundable processing fee (“RFP Fee”). Section 5 of RFP wrongly mentions the same as Rs.1.15 Crores.

RFP Fee and Bid security have to be submitted by all bidder(s) while participating in the Bid Process. RFP processing Fee in section 5 is only payable by the successful bidder before signing of the Concession Agreement.

91. Bidding dates – the closing bid date to be extended by a month due to paucity of time for out station bidders to study the Delhi Development Regulations.

Already reviewed.

92. Term - 60-year Concession period. The renewal for 39 years after expiration of 60 years is at the option of the Licensing Authority, through competitive bidding process with the right of first refusal to the existing Concessionaire on date of expiration of 60 years. This renewal needs to be at option of the Concessionaire.

No change

93. Construction of Tunnel – Needs to be non-mandatory. Clause 4.1.4 of the RFP states “The successful bidder may therefore agree to construction of this tunnel accordingly and also bear the cost/ expenditure incurred on construction of this tunnel which is estimated to be in the range of Rs.20-22 crores.” The construction of tunnel is not mandatory

94. Development Permissions – a) A single window clearance and approval process to be given. b) Rent Free period during approval and construction.

No change

95. Other Usage & Sub-Lease - Leasing of commercial and retail space will require permission. The provision for taking permission of Licensing Authority needs to be done away with.

Clause 2.2 (J) states, “However, leasing ofcommercial and retail space will be permissible as per the norms prescribed by Ministry of Housing and Urban Affairs/ Development Authority only after Operationalization of the Hotel Premises.” No additional permission is required for the same.

96. Change of Control of the Concessionaire – Permitted with permission of Licensing Authority and such change would be permitted only if the transferee meets the eligibility criteria under the RFP. Needs to be done away with.

No change

97. Indemnity – includes loss of goodwill and reputation. Consequential losses need to be excluded.

No change

98. Insurance – Requirement should be confined to taking insurance from reputable company and not extended to the same being acceptable to the Licensing Company.

No change

99. Naming – Since our Hotels are managed by International Hotel Operators, taking view of Licensing Authority in naming may not be possible

No change The Licensing Authority will only look to ensure no conflict of interest with IECC complex or any other venue of Licensing/Tendering Authority

100. Mortgage on Land & Hotel Premises – We would need rights to mortgage land and hotel premises, subject to the rights of the Lessor. Currently mortgage of Land is only permitted for the purpose of construction of hotel, subject to approval of Licensing Authority

No change

101. Fines of Rs.10 Lakhs and Rs.1 Crore per calendar month for delay in construction, etc. are too stringent.

No change

102. License Fee – Please provide the reasoning for Upfront Licensee Fee of Rs. 200 Crores. Increase in Variable Fee Parameter by 5% every 30 years is too high. Should be 2% addon. The Gross Revenue – should exclude credit card charges / other costs payable for collection of money from customers.

No change

103. Property Tax should be borne by the Lessor. No change

104. Event of Default & Termination – (i) (3,11 of the RFP) – The period of 15 days for rectifying a default is very short. Considering that the term is 60 years, this should be changed to 6 months.

Period of Rectification of Default is amended to 90 days.

105. (ii) In all cases of termination, Licensing Authority has the right to recover pre-estimated damages of 25% of the market value of the Hotel. This is not justifiable.

No change

106. (iii) Also, Event of Default include minor issues such as: a) Right to terminate for breach should be confined to material breaches. b) Failure to provide information, electricity bill and water bills. c) There is a requirement to provide income tax return certified by Statutory Auditor. This may be a valid requirement for a company which as an SPV, however for a company which has existing business, this requirement should not be made applicable. d) Attachment or restraint being levied on the assets and / or property, which is not discharged within 30 days (this needs to be confined to attachment or restraint of assets and / or property which affects the Company as a going concern).

No change

107. (iv) Early Termination (including due to compulsory acquisition & Force Majeure) – In case of all cases of early termination, the Hotel Building should be purchased from the Concessionaire at a valuation done by an Internationally recognized Valuer.

No change

108. (v) Delay in handover – Penalty of 15% of market value on weekly basis is too high

No change