” Fens Ag tat Sika fares MAHARASHTRA METRO RAIL CORPORATION LIMITED ae rene sa eee secre seers TUE Joint Venture of Govt. of india & Govt. of Maharashtra PONE MEINO RAL PROMECT PUNE METAO No. MAHA-METRO/PMRP/PROC/Quot/ 163 % Date: 22 Dec 2020 QUOTATION NOTICE Urgent Quotations are invited on behalf of Maha Metro for “Display of Advertisements on Unipole erected at Swargate MMTH Site on License Basis” from the interested agencies having prior experience in carrying out the similar work. Name of Work: - "Display of Advertisements on Unipole erected at Swargate MMTH Site on License Basis" Blank quotations may be obtained from the office of Pune Metro Rail Project, Orion Building, 1° floor, Koregaon Park, Pune from 22 Dec 2020 to 29 Dec 2020 or downloaded from official website of Pune Metro Rail Project (www.punemetrorail.org). Instructions: 1. Stamped, Signed and Sealed quotations (in Hard Copy only) shall be submitted by interested agencies at the office of Executive Director/Procurement & Contracts, Pune Metro Rail Project, 101, The Orion Building, Koregoan Park, Pune- 411001, up till 15:00 hrs of 02 Jan, 2021. Opening of the Sealed Quotations shall take place at 15:30 hrs on 02 Jan, 2021. 2. Quotation submitted by e-mail or any other mode shall not be accepted. 3. Quotation form to be submitted by interested agency shall be referred at Annexure—A. Copy to: 1. Notice Board, Maha-Metro 2. Office File Page | of 5MAHARASHTRA METRO RAIL CORPORATION LIMITED (PUNE METRO RAIL PROJECT) ANNEXURE - A QUOTATION FORM Display of Advertisements on Unipole erected at Swargate MMTH Site on License Basis 1. Name of agency: Issued to): 2. Registered /Listéd with: 3, Address: 4, Date of Issue: 5. Last Date of submission: On or before 15.00Hrs. of 02 Jan 2021 6. Opening Date & Time: 02 Jan, 2021 at 15:30 Hrs. 7. Assigned Time period of completion of work: 01 Year from the date of LOA/Work Order 8. Place of submission: In office of Executive Director/ Procurement, Pune Metro Rail Project, 101, The Orion Building, KoregoanPark,Pune- 411001. Bill of Quantity & Financial Offer Sr. No. Particulars Location Size (sqft) | Amount of License Fees for a period of one year Fina Financial Quote for Quote for —_| Annual License Annual Fees (in words) License Fees {in figure) 1. Display of ‘Swargate Multi-Modal 30X40 Advertisements on ‘Transport Hub Site Unipole erected at Swargate MMTH Site on License Basis Terms & Conditions: 1. The agency shall submit his offer In prescribed format issued by Maha Metro along with the copy of Goods & Service Tax (GST), PAN card. 2, Rates quoted shall be exclusive of GST which shall be paid extra, as applicable. The ageney is required to pay GST and other applicable taxes (advertisement, electricity, etc) 4, All overheads, labour & material charges, electricity expenses, O&M charges and any other statutory deductions as applicable shall be borne by the Agency. Sub-meter shall be provided by Maha-Metro to certify electricity expenses. 5. Ovenwriting on the rates quoted shall not be accepted. Agency shall quote the rate for the work as stipulated in the table above. 7, Front lit Panel shall be provided for the purpose by Maha-Metro. Page 2 of 58, License Period shall be one year from the date of acceptance letter. However, License Period may be extended/reduced as per the need of Maha-Metro as per the terms and conditions of the License Agreement, 9. Agency shall be allowed to advertise subject to clearance from Mahe-Metro on the content, language, display etc, and as per the terms and conditions of the License Agreement. 10. License Fees shall be payable in advance on quarterly basis starting from the date of LOA. Revenue Security equivalent to the License Fee of two quarters (period of 3 months each) shall be submitted in the form of Bank Guarantee and shall be returned upon termination of License Agreement subject to any payments to be received by Maha-Metro. Format of the Revenue Security shall be provided in the License Agreement. 11. Agency shall be responsible to obtain and maintain all necessary approvals, permits, ete. concerned with the work of display of advertisements at the Site from all competent and required authorities, including different tiers of government, statutory, local, civic authorities, ete. at its own cost. 12. The Agency shail be responsible to obtain any or all permissions and/or clearances from any/all authorities, government bodies or otherwise and MAHA-METRO shall not be liable or responsible for any claims arising of the act or omissions, errors and legal disputes committed on the part of the Agency. 13, Agency needs to submit offer sheet to Maha-Metro with their covering letter on its company's letter head. 14. The agency must have valid GST registration and must submit the same with the offer. 15. Agency shall be an individual/Proprietorship/ Partnership firrn/ Company etc. duly registered under the statutes of India having a valid registration on submission date. Copy of the registration is to be attached with the offer. 16. Only single Agencies are eligible to submit their offer and consortium is not allowed. 17. Any condition(s) incorporated by agency other than above; shall result in outright rejection of the offer/ proposal. 18. Work Order for the quotation shall be liable for rejection if: - {i) Acceptance to LOA is not received within one week from the date of LOA. {i) Field Work and submission of data is not started from the date of LOA. 19. Details of the Unipole is attached as Annexure. 20. The licensee shall take into account that the following types of advertisements are strictly prohibited: a. Nudity b. Racial advertisements or advertisements propagating caste, community or ethnic differences. ©. Advertisements of drugs, alcohol, cigarette, or tobacco items. d, Advertisement propagating exploitation of women or child. fe. Advertisements having sexual overtone. f, Advertisements depicting cruelty to animals. 8, Advertisements depicting any nation or institution in poor light. h. Advertisements banned by the Advertising Council of India or by Law. i. Advertisements glorifying violence. j. Advertisements of destructive devices and explosives depicting items, weapons and related items. k. p «Lottery tickets, sweepstakes entries and slot machines related advertisements. Advertisement which may be defamatory, trade libelous, unlawfully threatening or unlawfully harassing. m, Advertisements which may be obscene or contain pornography or contain an “indecent representation of women”. 21, The License Agreement shall be signed within 10 days. Page 3 0f5Essential Enclosures: - 1. Copy of PAN Card 2. Copy of GST Signature of the Bidder/Agency Copy to Notice Board: - 1, Pune Metro Rail Project, Orion Building, 101, 1* Floor, Atur Park, Koregaon Park, Pune. 2, Pune Metro Rail Project office, Mahatma Phule Museum, Ghole Road, Shivajinagar, Pune. 3. Pune Metro Rail Project office, Phugewadi, Pune. 4, All Maha-Metro offices at Nagpur. Page 40f 5Annexure-1 Details of Unipole at Swargate MMTH Site Page 5 of 5MAHARASHTRA METRO RAIL CORPORATION LTD. (PUNE METRO RAIL PROJECT) Draft License Agreement For Quotation Notice No. Maha-Metro/PMRP/PROC/Quot dated 14 Oct 2020: Display of Advertisements on Unipole erected at Swargate MMTH Site on License Basis for Pune Metro Rail Project (PMRP) net Ret PUNE METRO December, 2020 MAHARASHTRA METRO RAIL CORPORATION LIMITED (MAHA-METRO) (A joint venture of Govt. of India & Govt. of Maharashtra) 101, The Orion, Opposite Don Bosco Youth Centre, Koregaon Park, Pune 411001 Email: [email protected] Website: www.mahametro.org Tel.: 020-26051072Contents ARTICLE 1: DEFINITIONS AND INTERPRETATION... 1A. Definitions... 1.2. Interpretation...... 1.3. Measurements and arithmetic conventions. 1.4. Priority of agreements, clauses and schedules.. ARTICLE 2: SCOPE OF ADVERTISING AT SWARGATE MMTH 2.1. Scope of Wurk...... 2.2. General Scope of and Conditions for Licensee are as follows - 2.3. Sub- Licensing... 2.4, Other Conditions ARTICLE 3: TENURE OF LICENSE... 3.1. License Period... 3.2. Effective Date / Commercial Operation Date (COD). 3.3. Fitment period. ARITCLE 4: LICENSE FEES, TAXES AND DUTIES. 4.1. License Fee... 4.2. Non-payment of License feos and other dues. 4.3. Taxes and Other Statutory Dues... ARITCLE 5: FACTORS GOVERNING SELECTION OF PERMISSIBLE ADVERTISEMENTS. 5.1. Factors Governing Selection of Permissible Advertisements... ARTICLE 6: OBLIGATIONS OF THE LICENSEE... 6.1. Obligations of the Licensee... 6.2. Employment of trained personnel... 6.3. Authorised Representative and Project Manager.. 6.4, Obligation with respect to Taxes, duties... ARTICLE 7: OBLIGATIONS OF THE AUTHORITY.. 7.1. Obligations of the Authority. ARTICLE 8: REPRESENTATIONS AND WARRANTIES... 8.1. Representations and warranties of the Licensee 8.2. Representations and warranties of the Authority 8.3. Disclosure..... ARTICLE 9: DISCLAIMER .rsessn 9.1. Disclaimer. ARTICLE 10: REVENUE SECURITY... Page 2 of 5310.1. Revenue Security. 10.2. Appropriation of Revenue Security. 10.3. Release of Revenue Security soon ARTICLE 11: MAINTENANCE OF BRANDING SPACES.. 11.1, Maintenance of Branding/Advertisement Site .. ARTICLE 12: OPERATION AND MAINTENANCE. 12.1. Reports of unusual occurrence ARTICLE 13: FORCE MAJEURE. 32, 13.1, Force Majeure ARTICLE 14: BREACHES, EVENTS OF DEFAULT, SURRENDER AND TERMINATION OF LICENSE AGREEMENT os rrssse 33 133 33 34 14.1. Licensee Events of Default . 14.2. Consequences of Material Breach and Licensee's event of Default... 14.3, Surrender/Termination of Advertising Rights ....r..-rnnns 14.4. Termination on the account of Operational Ground of Maha-Metro ...... so 35 ARTICLE 15: DISPUTE RESOLUTION/ARBITRATION ... 15.1, Amicable Resolution sesso 15.2. Arbitratio ARTICLE 16: MISCELLANEOUS ......sese ANNEXURES .. ANNEXURE-1 : RESTRICTED ACTIVITIES ON MAHA-METRO PREMISES.. ANNEXURE-2 : HANDING OVER NOTE.. ANNEXURE-3 - TAKING OVER NOTE ANNEXURE-4 — DELETED .... ANNEXURE-5 ~ SCHEDULE OF PAYMENT... ANNEXURE-6 ~ FORMAT FOR BANK GUARANTEE.. Page 3 of 53LICENSE AGREEMENT THIS AGREEMENT is entered into on this the ........ day of December, 2020 BETWEEN 1. Maharashtra Metro Rail Corporation Limited, a company incorporated under the Companies Act, 1956/2013, having its registered office at "Metro House, 28/2 Anand Nagar, C K Naidu Road, Civil Lines, Nagpur-440001” (hereinafter referred to as ‘Maha-Metro’ and/or the ‘Authority’ and/or the ‘Licensor’), which expression shall, unless it be repugnant to the subject or context thereof, include its administrators, successors and assigns}) of the ONE PART; AND 2. Ashwath Infracon Private Limited, a company incorporated/registered under the provisions of the Companies Act 2013, bearing registration Number U70109PN2020PTC191448 and having its registered office at Second Floor, Office No. 202, Sr. No. 46, Insignia, Wadiya, Pune, Maharashtra- 411001, (hereinafter referred to as the “Licensee” which expression shall, unless repugnant to the context or meaning thereof, include its successors and permitted assigns and substitutes) of the Other Part. WHEREAS: {A) Maha-Metro, with a view to augment its revenues through non-operating measures/earnings, had invited offers on quotation basis (by its Quotation No. Maha-Metro/PMRP/Proc/ Quot/ dated 14.10.2020 {the “Quotation”) from the interested parties for granting the rights towards Display of Advertisements on Unipole erected at Swargate MMTH Site on License Basis for Pune Metro Rail Project (PMRP]. After consideration of the offers, Maha-Metro has selected M/s Ashwath Infracon Private Limited as “Licensee” for assigning the work on “as is where basis is”. {8} Maha-Metro has agreed to provide to the Licensee, access to Unipole erected at Swargate MMTH Site on “as is where is basis", on payment of License Fee and other charges to Maha- ‘Metro on the terms and conditions hereunder contained in this License Agreement. (C) The Licensee shall be responsible to use the premises for advertisement or branding purposes only as specified in this Agreement at its own cost. {D) It is deemed necessary and expedient to enter into this Agreement to record the terms of the said Agreement. The Agreement shall include all the Recitals, Articles, Clauses, Sub-Clauses, Schedules, Annexures etc. which are made part of this document, Page 4 of 83NOW THEREFORE, in consideration of the mutual promise and consideration set out herein MAHA- METRO and the Licensee (hereinafter collectively called “Parties") witnessed and hereby agree as follows: A ‘The Licensee hereby covenants as follows: ~ i, Licensee hereby assumes responsibility for the work of Display of Advertisements on Unipole erected at Swargate MMTH Site on License Basis for Pune Metro Rail Project (PMP). Licensee shall be responsible to design, procure, manufacture, fabricate, install, commission and maintain brand name installed at the Site as specified in this Agreement at its own cost. The Licensee shall also be responsible for the space provided for advertisements under this Agreement. ii, Licensee agrees that the License Fees shall be payable in advance on quarterly basis starting from the date of LOA. Revenue Security equivalent to the License Fee of two quarters (period of 3 months each) has been submitted in the form of bank guarantee and as per the terms and conditions of this Agreement. Ill, License Fee payable for the first quarter {from 27/10/2020 to 26/01/2021) has been paid by the Licensee, details of which are as follows: a. Name of Beneficiary: b. Amount: INR 2,12,500/- (Rupees Two Lakh Twelve Thousand and Five Hundred only) c. RTGS Details: iv. Licensee irrevocably agrees to make all payments including the applicable License Fees as per this Agreement as and when due, without delay or demur, without walting for any formal advice from Maha-Metro in this regard. v. The Licensee confirms having examined the Site in detail and fully understands and comprehends the technical requirements of the work. The Licensee also confirms full satisfaction as to the business viability of undertaking the works and hereby voluntarily and unequivocally agrees not to seek any claim, damages, compensation or any other consideration, whatsoever on this account. Licensee also confirms having made Independent assessment of present and future market potential and no future claim whatsoever regerding change in market circumstances shail be used by it as a reason or excuse for non-payment of License Fee and other amounts due to Maha-Metro under this License Agreement. ‘That Maha-Metro and LICENSEE represent and warrant that they are empowered, authorized and able to make this agreement. Page 5 of 53In Witness whereof the parties hereto have caused this agreement to be signed in their respective hands as of the day and year first before written. December-2020 December- 2020 ( ) ( } Mr. A.K, Mathur, ED/Procurement & Contracts Mr. Sudarshan Khade, Director Authorized Signatory ‘Authorized Signatory FOR AND ON BEHALF OF FOR AND ON BEHALF OF MAHARASHTRA METRO RAIL CORPORATION LICENSEE UMITED (M/s ASHWATH INFRACON PVT. LTD.) In Witness whereof the LICENSEE and the MAHA-METRO have set their hands hereunto on the day, month and year first written above in the presence of the following witnesses: Name: Name: Sign: Sign: MAHA-METRO LICENSEE Page 6 of 53ARTICLE 1: DEFINITIONS AND INTERPRETATION 1.1. Definitions In this Agreement, the following words and expressions shall, unless repugnant to the context or meaning thereof, have the meaning hereinafter respectively assigned to them: “advertising” or “Branding” means display of any Branding/advertisement including pictures/video's, advertisement in the form of electric/electronic media, visual display or any other innovative advertising (electronic) media, etc. which are not objectionable or prohibited under various statutes, codes, policies, etc. as applicable from time to time; “advertising Tax” means any amount payable to local government authorities as a result of public display of commercial messages or any other Branding campaign; “Agreement” means the License Agreement to be executed between MAHA-METRO and the Selected Agency/ Licensee; “Applicable Laws” means all laws, brought into force and effect by Govt. of India, State Governments, local bodies and statutory agencies and rules / regulations / notifications issued by them from time to time. It also includes judgments, decrees, injunctions, writs and orders of any court or judicial authority as may be in force and effected from time to time; “As is where is basis” means the space for advertisement at Swargate MMTH including all Installations, fittings and fixtures is given on ‘as is where is basis’. The LICENSEE may make additions ‘or alterations in the space, carry out various installations including electric installations and wiring, where it does not impact the interest of MAHA-METRO, with the prior permission of MAHA-METRO in writing and at its own cost. Licensee shall not be entitled for any compensation with regard to additions or alterations carried out by them. LICENSEE shall be required to hand over the space allotted for advertisement under this work, reasonably undamaged, at the end of license period; “arbitration Act” means the Arbitration and Conciliation Act, 1996 and shall include modifications to or any re-enactment thereof, as in force from time to time; “Authority Representative” means such person or persons as may be authorised in writing by the Authority to act on its behalf under this Agreement and shall include any person or persons having authority to exercise any rights or perform and fulfil any obligations of the Authority under this Agreement; “Bank” means any Nationalised/Scheduled Commercial Bank of Indian or Foreign origin having business office in India; “Commencement Date” means the date of commencement of License Agreement which shall ‘commence immediately after handing over of the Site; Page 7 of 53“Change in Law” means the occurrence of any of the following after the date of Bid: (a) the enactment of any new Indian law; (b) the repeal, modification or re-enactment of any existing Indian law; {c) the commencement of any Indian law which has not entered into effect until the date of Bid; (4) a change in the interpretation or application of any Indian law by a judgement of a court of record which has become final, conclusive and binding, as compares to such interpretation or application by a court of record prior to the date of Bid; or {e) any change in the rates of any of the Taxes that have a direct effect on the Project; “Damages” shall mean any claim of MAHA-METRO against the Licensee for breach of this Agreement, including but not limited to, losses, dues, arrears etc. against which MAHA-METRO shall be entitled to claim and adjust the Revenue Security; “Effective Date” “means the date of issue of Letter of Acceptance cum Work Order; “Emergency” means a condition or situation that is likely to endanger the security of the individuals on or about the Pune Metro Rail Project, including Users thereof, or which poses an immediate threat of material damage to any of the Project Assets; “Force Majeure” or “Force Majeure Event” shall have the meaning ascribed to it in Article 13; GOI" or “Government” means the Government of India; “License” means the Advertising Rights granted by Maha-Metro to the Licensee at the Hoarding/Unipole erected at the Swargate MMTH site under terms and conditions of this License Agreement; “Licensee” means the Selected Agency, who has executed this License Agreement with MAHA-METRO pursuant to the conclusion of the bidding process; “License Fee” means the amount payable by the Licensee to MAHA-METRO as per terms and conditions of this License Agreement and as set forth in Article 4; “License Period” means a period of one year from the date of issuance of the Letter of Acceptance ‘cum Work Order; “Maha-Metro” means Maharashtra Metro Rail Corporation Limited; “Parties” means the parties to this Agreement collectively and “Party” shall mean any or both of the parties to this Agreement individually; Revenue Security” means 3 bank guarantee submitted by the Licensee with MAHA-METRO as a security against the revenue to accrue under this License Agreement and as set forth in Article 10 of this License a 6 ae ; & ) Page 8 of 63“Re.", “Rs.” or “Rupees” or “Indian Rupees” means the lawful currency of the Republic of India; “Selected Agency” means the agency who has been selected by MAHA-METRO, pursuant to the bidding process for award of license; “Site” means the place identified for advertisement purposes at the Unipole erected at Swargate MMTH along with pre-specified advertisements minutes for advertisement and branding, in accordance with terms & conditions of this Agreement; “state” means the State of Maharashtra and “State Government” means the government of that State; “Taxes” means and includes all taxes, fee, cesses, levies that may be payable by the Licensee under the Applicable Law to the Government or any of its agencies; “Termination” means the expiry of the License period or termination of this Agreement and the License hereunder, whichever is ea “Transfer Date” means the date on which this Agreement and the License hereunder expires pursuant to the provisions of this Agreement or is terminated by a Termination Notice; 1.2. _ Interpretation 1.2.1 In this Agreement, unless the context otherwise requires, (2) references to any legislation or any provision thereof shail include amendment or re- enactment or consolidation of such legislation or any provision thereof so far as such amendment or re-enactment or consolidation applies or Is capable of applying to any transaction entered into hereunder; (b) references to laws of India or Indian law or regulation having the force of law shall include the laws, acts, ordinances, rules, regulations, bye laws or notifications which have the force of law in the territory of India and as from time to time may be amended, modified, supplemented, extended or re-enacted; (c) references to a “person” and words denoting a natural person shall be construed as a reference to any individual, firm, company, corporation, society, trust, government, state or agency of a state or any association or partnership (whether or not having separate legal personality) of two or more of the above and shall include successors and assigns; (d) the table of contents, headings or sub-headings in this Agreement are for convenience of reference only and shall not be used in, and shall not affect, the construction or interpretation of this agreement; (e) the words “include” and “including” are to be construed without limitation and shall be deemed to be followed by “without limitation” or “but not limited to” whether or not they are followed by such phrases; AS)3 Page 9 of 63(f) any reference to any period of time shall mean a reference to that according to Indian Standard Time; (g] any reference to day shall mean a reference to a calendar day; (h) references to a “business day” shall be construed as a reference to a day (other than a Sunday] on which banks in Pune are generally open for business; (i) any reference to month shall mean a reference to a calendar month as per the Gregorian calendar; i) references to any date, period or Project Milestone shall mean and include such date, period or Project Milestone as may be extended pursuant to this Agreement; {K) any reference to any period commencing “from” a specified day or date and “till” or “until” a specified day or date shall include both such days or dates; provided that if the last day of any period computed under this Agreement is not a business day, then the period shall run until the end of the next business day; (l)_ the words importing singular shall include plural and vice versa; (m) references to any gender shall include the other and the neutral gender; (n) “lakh” means a hundred thousand (100,000) and “crore” means ten million (10,000,000); {o) “indebtedness” shall be construed so as to include any obligation (whether incurred as principal or surety) for the payment or repayment of money, whether present or future, actual or contingent; references to the “winding-up”, “dissolution”, “insolvency”, or “reorganisation” of a ‘company or corporation shall be construed so as to include any equivalent or analogous proceedings under the law of the jurisdiction in which such company or corporation is, incorporated or any jurisdiction in which such company or corporation carries on business including the seeking of liquidation, winding-up, reorganisation, dissolution, arrangement, protection or relief of debtors; {q) save and except as otherwise provided in this Agreement, any reference, at any time, to any agreement, deed, instrument, licence or document of any description shall be construed as reference to that agreement, deed, instrument, licence or other document as amended, varied, supplemented, modified or suspended at the time of such reference; provided that this Sub-clause shall not operate so as to Increase liabilities or obligations of the Authority hereunder or pursuant hereto in any manner whatsoever; (0) any agreement, consent, approval, authorisation, notice, communication, information or report required under or pursuant to this Agreement from or by any Party shall be valid and effective only ifit is in writing under the hand of a duly authorised representative of such Party, in this behalf and not otherwise; (5) the Schedules and Recitals to this Agreement form an integral part of this Agreement and will be in full force and effect as though they were expressly set out in the body of this, ‘Agreement; (t) references to Recitals, Articles, Clauses, Sub-clauses or Schedules in this Agreement shall, except where the context otherwise requires, mean references to Recitals, Articles, Clauses, Sub-clauses and Schedules of orto this Agreement, and references to a Paragraph shall, subject to any contrary indication, be construed as a reference to a Paragraph of this () LIN ‘Agreement or of the Schedule in which such reference appears; $a rs) Page 10 of 53(u) the damages payable by either Party to the other of them, as set forth in this Agreement, whether on per diem basis or otherwise, are mutually agreed genuine pre-estimated loss and damage likely to be suffered and incurred by the Party entitled to receive the same and are not by way of penalty (the “Damages”); and (v) time shall be of the essence in the performance of the Parties’ respective obligations. If any time period specified herein is extended, such extended time shall also be of the essence. 1.2.2 Unless expressly provided otherwise in this Agreement, any Documentation required to be provided or furnished by the Licensee to the Authority shall be provided free of cost and in three copies, and if the Authority is required to return any such Documentation with their comments and/or approval, they shall be entitled to retain two copies thereof. 1.2.3 The rule of construction, if any, that a contract should be interpreted against the parties responsible for the drafting and preparation thereof, shall not apply. 1.2.4 Any word or expression used in this Agreement shall, unless otherwise defined or construed in this Agreement, bear its ordinary English meaning and, for these purposes, the General Clauses ‘Act 1897 shall not apply. 1.3. Measurements and arithmetic conventions All measurements and calculations shall be in the metric system and calculations done to 2 (two) decimal places, with the third digit of 5 (five) or above being rounded up and below 5 (five) being rounded down, 1.4, Priority of agreements, clauses and schedules |. This Agreement, and all other agreements and documents forming part of or referred to in this ‘agreement are to be taken as mutually explanatory and, unless otherwise expressly provided elsewhere in this Agreement, the priority of this Agreement and other documents and ‘agreements forming part hereof or referred to herein shall, in the event of any conflict between them, be in the following order: (a) This Agreement; and (b)The Bid/Tender Document along with all the corrigendum issued. {c} All other agreements and documents forming part hereof or referred to herein; i.e. the Agreement at (a) above shall prevail over the agreements and documents at (b) and (c), {b) above shall prevail over the agreements and documents at (c) above. Subject to the provisions of Clause i., in case of ambiguities or discrepancies within this Agreement, the following shall apply: {a)between two or more Clauses of this Agreement, the provisions of a specific Clause relevant to the issue under consideration shall prevail over those in other Clauses; es sy SS 7 (G): Page 11 of 53 yd yy(b)between the Clauses of this Agreement and the Schedules, the Clauses shall prevail and between Schedules and Annexes, the Schedules shall prevail; {c) between any two Schedules, the Schedule relevant to the issue shall prevail; (d)between the written description on the Drawings and the Specifications and Standards, the latter shall prevail; {e)between the dimension scaled from the Drawing and its specific written dimension, the latter shall preveil; and (f) between any value written in numerals and that in words, the latter shall prevail = Page 12 of 83ARTICLE 2: SCOPE OF ADVERTISING AT SWARGATE MMTH 2.2. Scope of Work 2.1.1, The Unipole erected at Swargate MMTH is hereby licensed to the Licensee M/s Ashwath Infracon Private Limited for Advertisement purposes, for a period of one (01) year: 2.2, General Scope of and Conditions for Licensee are as follows ~ 2.2.1, The Licensee shall be granted advertisement rights at the Site on “as is where is basis”. 2.2.2. The font and size, material of signage boards etc. should be as per the requirement and design specifications of Maha-Metro. The proposed installation will have to be pre-approved by Maha- Metro before installation. 2.2.3. The Licensee shall not be allowed to display the brand name and/or advertisement on any other signages except the Site anywhere in the vicinity which forms part of the Swargate MMTH. 2.2.4, Revenue Sharing/Advertisement taxes with PMC/c borne by the Licensee separately, agency, if applicable/demanded will be 2.2.5. The Licensee shall be allowed to change the advertising inventory at Its own cost after prior written approval from Maha-Metro. 2.2.6, Audio advertisement in any form is not permitted. 2.2.7. The Licensee shall be permitted to use and display the logo of the brand at the Site. 2.2.8. The Licensee shall have rights and obligations to perform as specified below: a) Operate, manage and maintain the entire installations made with respect to work including ‘mounting, de-mounting of the advertisements on the panel during the License Period. b) Obtain all necessary approvals, permits, etc. concerned with the advertisements, from all competent and required authorities, including different tiers of government, statutory, local, civic authorities, etc. at its own cost. Comply with all statutory requirements in connection with this License Agreement. 4) Ensure regular and timely payments of all amounts due to Maha-Metro and discharge all obligations as per this License Agreement. e) Payment of al statutory taxes, local levies, statutory dues, etc as and when due. f) Payment of indirect taxes such as GST/Advertisement Taxes/Entertainment Taxes etc. as applicable shall be borne by the Licensee as per prevailing rates. 2.2.9. The Licensee shall be responsible for installation, operation, maintenance and removal of the materials/installations made with respect to this Agreement. While Maha-Metro shall provide security at Site, Maha-Metro shall not be responsible for any vandalism, theft or damage to anything/material put up/installed by Licensee at the Site premises. The Licensee shall ensure that walls, floor, roof etc, of any Maha-Metro structures are not damaged in any manner during installation, operation & maintenance. The works related to installations and removal of signages if any shall be done only after taking prior written permission of Maha-Metro. The branding/display plan prepared by licensee shall also be in compliance with the requirements Page 13 of 53of Pune Municipal Corporation’s Advt. policy/EPCA guidelines/directives given by Hon’ble courts, or any other prevailing policy as applicable in India. 2.2.10. the structural safety and integrity shall be the sole responsibility of the Licensee. The Licensee shall also ensure that the installations within the Site is not a safety hazard for Maha-Metro civil structures and public at large. The Licensee shall maintain Employer's Liability ‘and workers’ compensation insurance for its staff in accordance with the relevant provisions of the Applicable Law and Third Party insurance or any other insurance as may be appropriate, valid up to the License Period shall be procured and maintained for the entire License Period. ‘Maha-Metro shall not be liable for any claims, damages arising out of such liability of the Licensee due to any accidents affecting the public at large. 2.3, Sub-Licensing 2.3.1. Sub-Letting or Sub-Licensing of the rights under this Agreement shall not be allowed. However, Licensee shall have the right to display advertisements of its clients’ subject to the terms and conditions of this License Agreement. 2.4, Other Conditions 2.4.1. Security and other services: Maha-Metro shall provide reasonable security services at Site. General cleaning & adequate lighting in the vicinity areas within the MMTH and compound lighting shall be provided. In the event that any one of the services provided by Maha-Metro may be interrupted or suspended by reason of accident, repair, alterations, strikes, lockout, etc. Maha-Metro shall not be liable for any compensation to be paid to the Licensee. However, Maha-Metro shall use its best efforts to restore such services as soon as reasonably possible. ‘The Licensee shall be solely responsible for taking case of all the inventory and panels/material installed at the Site for branding/advertisement purpose. In the event of any theft or mishap, Maha-Metro shall not be liable for any compensation to the Licensee. ‘a. If during the License period, any loss of property and/or life takes place, the loss on account of the same shall be borne entirely by the Licensee and Maha-Metro shall not be liable for any such claims. The Licensee would be responsible for the payments arising out of any third party claims. The Licensee is advised to procure insurance for meeting such liabilities at its ‘own cost. 2.4.2, The Licensee shall provide unfettered access to the authorized representative of Maha-Metro and its operation staff for the purpose of maintenance works (with respect to Pune Metro Rail Project), if applicable, inside the specified area at all times during the License period. 2.4.3. Maha-Metro shall not be made party in any litigation arising between the Licensee and any third party associated with the development and operations/maintenance of the project. All civil and inal liability shall be the responsibilty of the Licensee, rit 2.4.4. The Licensee shall not employ any person who is under the age of 18 years. i 5. The Licensee shall not have any right to infringe the Maha-Metro premises (other than the area SE % CB ): Page 14 f 53 Peat e®246. leased to him) and normal business, operation and commuters’ facilities of Metro Rail Services. Upon observation of any such infringement, the Authority shall issue a notice of compliance. IF the Licensee fails to comply the three such notices and continue such infringement, the authority has the right to impose a penalty of Rs. 5000 per day for the period such infringement ues. This penalty shall be in addition to License Fees & other taxes payable to Authority. In the event if penalty is imposed on Licensee for 3 times within the License Period, then this Agreement shall be liable for termination, subject to decision of Maha-Metro. Page 15 of 53ARTICLE 3: TENURE OF LICENSE 3.1, License Period BLL 312, 3.13, 3.14, 3.5. ‘The Licensee shall be provided the advertisement rights for the Site for a period of One (1) Year unless otherwise terminated by Maha-Metro or surrendered by the Licensee, in terms of License Agreement. provisions of ‘The tenure of this License Agreement shall commence from the Effective Date. Tenure of the License Period for any additional advertisement Sites provided within the Swargate MMTH handed over subsequently shall be co-terminus with above period irrespective of date of actual permission over for such additional rights. In case the Licensee exits or does not provide the 180 days’ advance notice, the Revenue Security shall by encashed by Maha-Metro. ‘The License Period shall be extendable/reduced as per the need of Maha-Metro in line with the terms and conditions of this Agreement. In case the License Period is extended, License Fees shall be escalated by 10% year-on-year and so-on and so-forth for the increased License Period. 3.2. Effective Date / Commercial Operation Date (COD) ‘The Effective Date/ Commercial Operation Date shall mean the date of issue of the Letter of Acceptance cum Work Order. 3.3. Fitment period 3.3.1 The Fitment period shall be inclusive of the License Period. Page 16 of 63ARITCLE 4: LICENSE FEES, TAXES AND DUTIES 4.1.1, The License fee shall be charged as per the financial proposal submitted by the Licensee which is.as follows: Particulars Location Size | Amount of License Fees for a (sqft) period of one year in INR Financial | Financial Quote Quote for | for Annual Annual License Fees (in License Fees | words) Z (in figure) 1. | Display of ‘Swargate Multi | 30X40 | 8,50,000 | Eight Lakh Fifty Advertisements on | Modal Transport Thousand only Unipole erected at | Hub Site ‘Swargate MMTH Site on License - Basis 4.1.2, License Fees shall be payable in advance on quarterly basis starting from the date of Letter of ‘Acceptance cum work order. 4.1.3. License Period shall commence immediately from the date of Letter of Acceptance cum work order including the fitment period. 4.1.4. Licensee shall be required to pay statutory taxes, statutory dues, local levies, third party dues, GST, other applicable taxes, advertisement taxes and electricity charges etc. as per actuals. Electricity charges shall be payable as per sub-meter reading. 4.1.5. The utility charges including consumption of electricity, etc. shall also be payable by Licensee in addition to above in accordance with terms & conditions of this Agreement. These utility charges shall be payable by Licensee for the License Period as and when the demand raised by the concerned statutory authorities. The sub-meter shall be installed for Licensee for calculating the consumption of electricity, if any. Necessary charges for the same shall be borne by the Licensee, ‘The Licensee agrees voluntarily and unequivocally to make all payments to Maha-Metro as may be due before the due date, without waiting for any formal advice from Maha-Metro. The Licensee shall preferably make the payment of the License fee to Maha-Metro, as mentioned above, by electronic mode i.e. RTGS/NEFT after taking prior approval of Maha-Metro ‘& complying with the laid down procedure. The Licensee shall at all times indemnify Maha-Metro from any claims that may arise from the statutory authorities in connection with this License Agreement including any change in Tax structure or change in laws that have a bearing on this License Agreement. fe iS KS " A, Page 17 of 63 ORY4.2. Non-payment of License fees and other dues. 4.2.4. Non-payment of License Fee and other dues within the prescribed date will constitute Material Breach of Contract and Licensee Event of Default under this Agreement and shall entitle Maha- Metro to terminate this Agreement as per provisions stipulated in Article 15 of this Agreement. 4.2.2. Incase of default in payment of License Fees, the Licensee shall have to pay the License Fees along with interest within 90 days of due date failing which Revenue Security shall be encashed by Maha-Metro and the Licensee shall be liable for termination. 4.2.3. Any delay in payments of Licensee Fees shall attract interest @ SBI base rate plus 39% or 12% per annum, whichever is higher, on the amount outstanding (calculated on a per day basis for ‘a maximum period of 90 days), till the time the respective payments have been received by Maha-Metro. 4.2.4, Interest shall continue to accrue on compounding basis until the License Fee and other dues are finally paid. Such interest shall be charged for the delayed days only. 4.2.5. Licensee shall periodically advise the details of payment deposited with Maha-Mettro. In the case of non-submission of such details, initially Third party dues Le. statutory dues/liabilities shall be settled (mandatory liabilities of Maha-Metro), then others dues/liabilities like electricity, water supply, etc. and lastly License fee shall be accounted for. 4.2.6. The Licensee agrees voluntarily and unequivocally to make all payments as may be due before the due date, without waiting for any formal advice/invoice from Maha-Metro. 4.2.7. In case payment is not made by due date, a 90 days’ notice to cure the Licensee’s Event of Default shall be issued. In the event of Licensee failing to cure the Default, Maha-Metro shall be entitled to terminate the License with 30 days’ notice and shall be free to encash the Revenue Security and take such other action available to it under this Agreement and as per Law. 4.2.8. Any representation or any request by the Licensee in this regard shall only be entertained if the Licensee deposits 100% dues as per issue / demand wi 15 days of issue of Licensee Event of Default Notice, along with a written request in the matter. 4.2.9. The Licensee shall vacate the premises within 30 days of termination of this License Agreement, ‘A certificate from authorized representative in proof of Licensee having vacated the site will be required to be submitted by the Licensee to the authorized representative of Maha-Metro. Any claim of vacation/non-vacation without the endorsement the authorized representatives of the respective Parties shall not be entertained. 4.2.10. In no case, payments shall be allowed to remain outstanding for a period of more than 90 days. If any stage, the dues remain outstanding for the period of more than 90 days, this agreement may stand terminated without giving any notice to the Licensee and the Revenue Security shall be encashed by Maha-Metro. 4.3, Taxes and Other Statutory Dues 4.3.1. The Advertisement Tax, as applicable if any, shall be borne by Licensee, in addition to the License Fee, Page 18 of 8343.2. 43.3. 434. 435. 436. ‘The property tax as applicable, if any, on the property of Maha-Metro shall be the responsibility of Maha-Metro. All other statutory taxes, statutory dues, security deposit for meters, local levies, payment of taxes/charges to local bodies as applicable (except those mentioned above) shall be charged extra and will have to be remitted separately. The Licensee shall indemnify Maha-Metro from any claims that may arise from the statutory authorities in connection with this License ‘Agreement, Revenue Sharing/Advertisement taxes with local authority/civic_ agency, if applicable/demanded, will be borne by the Licensee separately. Payment of stamp duty on execution & registration of this License Agreement, if any, to be executed shall be solely borne by the Licensee. If the Licensee fails to pay any Taxes, charges, outgoings payments, claims etc., which are expenses it is required to bear, and the same are instead paid by the Authority, then the Authority shall be entitled, to be reimbursed for such amounts by the Licensee along with interest at a rate of 18% (Eighteen percent) per annum. In addition, the Licensee shall pay as damages, to the Authority, 10% (Ten Percent) of the sum total of amount paid by Authority and interest payable to Authority. Page 19 of 53ARITCLE 5: FACTORS GOVERNING SELECTION OF PERMISSIBLE ADVERTISEMENTS: 5.1. Factors Governing Selection of Permissible Advertisements 5.1.1. The Licensee shall take into account the following aspects while selecting advertisements at the Site and abide by all the instructions of the authorized Maha-Metro representative on the same: 2) The advertisement is prohibited from carrying information or graphic or other items relating to alcohol and tobacco products. b) The advertisement will have no objectionable and indecent portrays of people, products or any terms. ¢) The use of Maha-Metro name, logo or title without prior written permission is strictly prohibited. No co-branding with the Authority is allowed, without prior permission. 4d) No Surrogate advertisements are permitted unless application for placement of the same is accompanied by “no objection certificate" from the Ministry of Information and Broadcasting. e) Advertisement in any form of audio are not allowed, f) Advertisements pertaining to achievements by different Governments, their Departments, Ministries, Government Undertakings, other Authorities or Political Parties shall be permitted. However, no advertisement of any political party, person violating "Model Code of Conduct” shall be allowed during the period whereby "Model Code of Conduct" has been enforced by Election Commission. Further, no advertisement which violates “Model Code of Conduct" shall be permitted during the period whereby "Model Code of Conduct” has been ‘enforced by the Election Commission of India or its authorised representatives. 'g) Licensee shall take into account that the advertisements as per Annexure-1 of this License Agreement are strictly prohibited. h) Licensee shall be allowed to advertise subject to clearance from Maha-Metro on the content, language, display etc. and as per the terms and conditions of this License Agreement. Page 20 of 53ARTICLE 6: OBLIGATIONS OF THE LICENSEE 6.1. Obligations of the Licensee 6.1.1. The Licensee’s Responsibilities and Duties shall include the following, in addition to and without prejudice to other obligations under this Agreement a, to ensure that no structural damage is caused to the existing buildings and other permanent structures at the MMTH Site as a result of his activities or any of its agents, contractors etc; b. to take all reasonable steps to protect the environment and to limit damage and nuisance to people and property resulting from installation of branding names, within guidelines specified as per Applicable Laws and Applicable Permits; to duly supervise, monitor and control the activities of contractors, agents, etc, if any, under their respective License Agreements as may be necessary; d._use non-combustible material for branding and installation at the Site. Use of combustible ‘material shall not be permitted under any circumstances. 6.1.2. Sub-Letting or Sub-Licensing of the rights under this Agreement shall not be allowed. However, Licensee shall have the right to display advertisements of its clients’ subject to the terms and conditions of this License agreement, 6.1.3. Licensee shall at all times adhere to all provisions of the Metro Railway (Operation and Maintenance) Act, 2002 and amendments thereto and shall also comply with all notices and tulars issued by MAHA-METRO in this regard. 6.1.4, Licensee shall be responsible to obtain any or all permissions and/or clearances from any/all authorities, government bodies or otherwise and Maha-Metro shall not be liable or responsible for any claims arising of the act or omissions, errors and legal disputes committed on part of the Licensee. 6.1.5. Licensee shall be responsible to obtain and maintain all necessary approvals, permits etc. concerned with the work of display or advertisements at the site from all competent and required authorities including different tiers of government, statutory, local, civic authorities, etc. at his own cost. 6.2. Employment of trained personnel 6.2.1. The Licensee shell ensure that the personnel engaged by it in the performance of its obligations under this Agreement are at all times property trained for their respective functions. 62 The Licensee shall also ensure that the persons employed for work are above 18 years of age, and no child labour is being engaged for the work. 6.3. Authorised Representative and Project Manager 6.3.1. The Licensee shall, within 30 (thirty) days from the Effective Date, nominate its Authorised Representative and shall authorise him for all correspondence, communication, signing of documents, participation in meetings etc. with Authority in respect of the Project and issues ty y) Page 21 of 83 \ @))63.2. relating to or arising out of the Agreement. The Licensee shall at all times, take all reasonable precautions to prevent any unlawful, riotous, or disorderly conduct, by or amongst, his staff and labour, and to preserve peace and protection of persons and property in the neighbourhood of the Site, against such conduct. The Licensee along with his Sub-Contractors (if any) shall disclose a list of all their employees and workmen, who are involved in the operation and maintenance of the Site, The Licensee shall ensure that. under no circumstances, the employees and workmen of the Licensee or any Sub-Contractor, are otherwise deemed to be employees of Authority. 6.4, Obligation with respect to Taxes, duties 6.4.1. 6.4.2. 6.4.3. 6.44. The Licensee shall be solely responsible to pay all other statutory taxes, (except Property tax), statutory dues, local levies along with third party dues, if any, as applicable on this Agreement. The Licensee shall indemnify Maha-Metro from any claims that may arise from the statutory authorities in connection with this License Agreement. Any change in Tax structure or dues becoming payable due to change in legislation or laws as per Govt. guidelines shall also be applicable. ‘Any new levies, taxes, cess, etc. if any, imposed by Government Authorities on MAHA-METRO for awarding the contract shall be recovered from the Licensee separately by MAHA-METRO. However, itis to be noted that Income tax if any which is imposed on MAHA-METRO shall be borne by MAHA-METRO only. Payment of stamp duty on execution & registration of license agreement, in pursuance of this bid shall be solely borne by the Licensee. any, to be executed If the Licensee fails to pay any Taxes, charges, outgoing payments etc, which are expenses he is required to bear, and the same are instead paid by the Authority, then Authority shall be entitled, to be reimbursed for such amounts by the Licensee along with interest ata rate of 18% (Eighteen percent) per annum, In addition, the Licensee shall pay as damages to the Authority 110% (Ten Percent) of the sum total of amount paid by Authority and interest payable to ‘Authority. Page 22 of 83ARTICLE 7: OBLIGATIONS OF THE AUTHORITY 7.1. Obligations of the Authority 7.1.1. The Authority shall, at its own cost and expenses undertake, comply with and perform all its obligations set out in this Agreement or arising hereunder. 7.1.2, The Authority agrees to provide the support to the Licensee and undertakes to observe, comply with and perform, subject to and in accordance with the provisions of this Agreement and the Applicable Laws, the following: (a) Front lit panel shall be provided for the purpose by Maha-Metro for the subject work. (b) Grant the Licensee the advertisement rights of the Site in accordance with the conditions stipulated in Article 2 and Article 3 of this License Agreement. (c) Ensure that no barriers are erected or placed on or about the Site by any Government Instrumentality or persons claiming through or under it, except for reasons of Emergency, ‘national security, law and order or collection of inter-state taxes; (d) Not do or omit to do any act, deed or thing which may in any manner be violative of any ‘of the provisions of this Agreement; {e) Support, cooperate with and facilitate the Licensee for clearances and approvals as necessary in accordance with the provisions of this Agreement; Page 23 of 53ARTICLE 8: REPRESENTATIONS AND WARRANTIES 8.1. Representations and warranties of the Licensee BA. The Li nse represents and warrants to the Authority that: (a) it is duly organised and validly existing under the laws of India, and has full power and authority to execute and perform its obligations under this Agreement and to carry out the transactions contemplated hereby; (b) it has taken all necessary corporate and other actions under Applicable Laws to authorise the execution and delivery of this Agreement and to validly exercise its rights and perform its obligations under this Agreement; (c] it has the financial standing and capacity to undertake the said advertisement rights (in the form of advertisement minutes) in accordance with the terms of this Agreement; (d) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with the terms hereof, and its obligations under this Agreement will be legally valid, binding and enforceable obligations against it in accordance with the terms hereof; (e) it is subject to the laws of India, and hereby expressly and irrevocably waives any immunity in any jurisdiction in respect of this Agreement or matters arising there under including any obligation, liability or responsibility hereunder; (A) the information furnished in the Bid and as updated on or before the date of this Agreement is true and accurate in all respects as on the date of this Agreement; (g) there are no actions, suits, proceedings, or investigations pending or, to its knowledge, threatened against it at law or in equity before any court or before any other judicial, quasi- Judicial or other authority, the outcome of which may result in the breach of this Agreement or which individually or in the aggregate may result in any material impairment of its ability to perform any of its obligations under this Agreement; (h) it has no knowledge of any violation or default with respect to any order, writ, injunction or decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on its ability to perform its obligations under this Agreement and no fact or circumstance exists which may give rise to such proceedings that would adversely affect the performance of its obligations under this Agreement; () ithas complied with Applicable Laws in all material respects and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal liabilities which in the aggregate have or may have a material adverse effect on its ability to perform its obligations under this Agreement; (j)_allits rights and interests among the advertisernent rights shall pass to and vest in the Authority on the Transfer Date free and clear of all liens, claims and Encumbrances, without any further act or deed on its part or that of the Authority, and that none of the Project Assets shall be acquired by it, subject to any agreement under which a security interest or other lien or © wey age 4018Encumbrance is retained by any person, save and except as expressly provided in this ‘Agreement; {k) no sums, in cash or kind, have been paid or will be paid, by itor on its behalf, to any person by way of fees, commission o otherwise for securing the License or entering into this Agreement oF for influencing or attempting to influence any officer or employee of the Authority in connection therewith; and {))_allinformation provided by the Licensee in response to the Request for Proposal or otherwise, is to the best of its knowledge and belief, true and accurate in all material respects, 8.2. Representations and warranties of the Authority 8.2.1, The Authority represents and warrants to the Licensee that: (a) it has full power and authority to execute, deliver and perform its obligations under this ‘Agreement and to carry out the transactions contemplated herein and that it has taken all actions necessary to execute this Agreement, exercise its rights and perform its obligations, under this Agreement; {b) it has taken all necessary actions under the Applicable Laws to authorise the execution, delivery and performance of this Agreement; (c)_ thas the financial standing and capacity to perform its obligations under this Agreement; (4) this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with the terms hereof; {e) it has no knowledge of any violation or default with respect to any order, writ, injunction or any decree of any court or any legally binding order of any Government Instrumentality which may result in any material adverse effect on the Authority's ability to perform its obligations under this Agreement; {f) thas complied with Applicable Laws in all material respects; {g) it has the right, power and authority to manage and operate the Pune Metro Rail Project; (h)_ it has good and valid ownership of the Site and has power and authority to grant a Licence in respect thereto to the Licensee, 8.3. Disclosure In the event that any occurrence or circumstances comes to the attention of either Party that renders any of its aforesaid representations or warranties untrue or incorrect, such Party shall immediately notify the other Party of the same. Such notification shall not have the effect of remedying any breach of the representation or warranty that has been found to be untrue or incorrect nor shall it adversely affect or waive any right, remedy or obligation of either Party under this Agreement. Page 25 of 63ARTICLE 9: DISCLAIMER 9.1. Disclaimer oad 94.2 943 91.4. 915. ‘The Licensee acknowledges that prior to execution of this Agreement, it has extensively studied and analysed and satisfied itself about all the requirement of this License Agreement including but not limited to market and market conditions. ‘The Licensee acknowledges that prior to execution of this Agreement, it has carefully assessed. the commercial viability of the Project and that it will be fully responsible for al ts assessment In this regard. The Licensee confirms having seen/visited/assessed the Site and fully understands and ‘comprehends the technical, financial, commercial and invest ment requirements. ‘The Licensee also confirms that it has fully analysed to its fullest satisfaction, business viability ofthe License and hereby voluntarily and unequivocally agrees nat to seek any claim, damages, compensation or any other consideration, whatsoever on this account. This Agreement shall not in any way be construed asa lease or license of the MMTH or any part thereof, and only represents a contractual obligation of MAHA-METRO to provide advertisement rights at the Site. Page 26 of 53ARTICLE 10: REVENUE SECURITY 10.1. Revenue Security 10.1.1, The Licensee shall, for the performance of its obligations hereunder during the License Period ‘and as a security against the License Fee provides to the Authority, within 15 Days of Letter of Acceptance, submit the Revenue Security of appropriate value equivalent to License fee payable for 2 quarters (period of 3 months each). Revenue Security has been submitted in the form of Bank Guarantee valid for 28 days after end of License Period, issued from any Scheduled Commercial Bank having branch in India. The Revenue Security details are as follows: a. Name of the Beneficiary: Maharashtra Metro Rail Corporation Limited b. Name of the issuing Bank: ‘c. Amount: INR 4,25,000/- (Rupees Four Lakh and Twenty-Five Thousand Only) d. Validity Period: valid up to 24 November 2021. 10.1.3. Maha-Metro reserves the right for deduction dues from Licensee’s Revenue Security for: - @. Any penalty imposed by MAHA-METRO for violation of any terms and conditions of agreement committed by the Licensee. b, Any amount which MAHA-METRO becomes liable to the Government/Third party due to any default of the Licensee or any of his director/employees/representatives/servant/agent, etc. ¢. Any payment/fine made under the order/judgment of any court/consumer forum or law ‘enforcing agency or any person duly empowered in his behalf. d. Any outstanding payment/ claims of MAHA-METRO remained due after completion of relevant actions as per agreement. 10.2. Appropriation of Revenue Security 10.2.1. Upon occurrence of a Licensee’s Default, the Authority shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to encash and appropriate the relevant amounts from the Revenue Security for such Licensee Default or failure to meet any Condition Precedent. Upon such encashment and appropriation from the Revenue Security, the Licensee shall, within 30 (thirty) days thereof, replenish, in case of partial appropriation, to its original level the Revenue Security, and in case of appropriation of the entire Revenue Security provide a fresh Revenue Security, as the case may be, and the Licensee shall, within the time so granted, replenish or furnish fresh Security Deposit as aforesaid failing which the Authority shall be entitled to terminate this Agreement. Upon replenishment or furnishing of a fresh Revenue Security, as the case may be, as aforesaid, the Licensee shall be entitled to an additional Cure Period of 90 (ninety) days for remedying the Licensee Default, and in the event of the Licensee ot curing its default within such Cure Period, the Authority shall be entitled to encash and appropriate such Revenue Security as Damages, and to terminate this Agreement in accordance with terms stipulated in Article 14, Page 27 of 53