MAHARASHTRA METRO RAIL CORPORATION LTD.

(NAGPUR METRO RAIL PROJECT)

Volume II - Draft License Agreement

For
Licensing of Property Business Spaces having Area Less Than
100 Sqm at Selected metro stations of Nagpur Metro Rail
Project for a period of 09 Years

Tender No: N1PD-98/2025

August- 2025

MAHARASHTRA METRO RAIL CORPORATION LTD.

“Metro Bhavan”,
VIP Road, Near Dikshabhoomi,
Ramdaspeth, Nagpur-440010.

Website: http://www.metrorailnagpur.com
 Licensing of Property Business Spaces having Area Less Than 100 Sqm at Selected metro stations of Nagpur Metro Rail Project for a period of 09 Years.

Contents
ARTICLE 1 DEFINITIONS AND INTERPRETATION ............................................................................. 6
1.1. Definitions ..................................................................................................................................... 6
1.2. Interpretation ................................................................................................................................ 9
1.3. Measurements and arithmetic conventions ............................................................................... 10
1.4. Priority of agreements, clauses and schedules ........................................................................... 11
ARTICLE 2 SCOPE OF WORK ........................................................................................................ 12
2.1. General Terms and Conditions .................................................................................................... 12
2.2. Scope of Work ............................................................................................................................. 13
2.3. Handing over of Licensed Spaces ................................................................................................ 16
2.4. Works to be executed ................................................................................................................. 17
2.5. Property Tax and Registration of this Agreement ...................................................................... 17
2.6. Infrastructure Services ................................................................................................................ 17
2.7. Signages and Advertisements ..................................................................................................... 20
2.8. Extension of Date of Commencement / Fitment Period / License Period .................................. 21
2.9. Grace Period ................................................................................................................................ 21
2.10. Other Conditions ......................................................................................................................... 21
ARTICLE 3 GRANT OF LICENSE ..................................................................................................... 23
3.1. The License .................................................................................................................................. 23
3.2. Grant subject to obligation ......................................................................................................... 24
3.3. License Period ............................................................................................................................. 24
3.4. Sub-leasing/sub-licensing the use of the Licensed Area or any part thereof ............................. 25
ARTICLE 4 THE CONSIDERATION TO MAHA-METRO ..................................................................... 28
4.1. Consideration to Maha-Metro .................................................................................................... 28
4.2. Common Area Maintenance ....................................................................................................... 29
4.3. Facilitation Charges: .................................................................................................................... 29
4.4. Other Conditions ......................................................................................................................... 29
4.5. Taxes and Penalties ..................................................................................................................... 30
4.6. Fixed Rental Charges: .................................................................................................................. 31
ARTICLE 5 OBLIGATIONS OF THE LICENSEE .................................................................................. 32
5.1. Obligations of the Licensee ......................................................................................................... 32
5.2. Employment of trained personnel .............................................................................................. 33
5.3. Authorised Representative. ........................................................................................................ 33
5.4. Obligation with respect to Taxes, duties..................................................................................... 34
5.5. Approvals & Licences .................................................................................................................. 34

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ARTICLE 6 OBLIGATIONS OF THE AUTHORITY .............................................................................. 36

6.1. Obligations of Maha-Metro ........................................................................................................ 36
ARTICLE 7 REPRESENTATIONS AND WARRANTIES ....................................................................... 37
7.1. Representations and warranties of the Licensee........................................................................ 37
7.2. Representations and warranties of Maha-Metro ....................................................................... 38
7.3. Disclosure .................................................................................................................................... 38
ARTICLE 8 DISCLAIMER ............................................................................................................... 39
8.1. Disclaimer .................................................................................................................................... 39
ARTICLE 9 SECURITY DEPOSIT ..................................................................................................... 40
9.1. Security Deposit .......................................................................................................................... 40
9.2. Appropriation of Security Deposit .............................................................................................. 40
9.3. Release of Security Deposit......................................................................................................... 41
ARTICLE 10 ENTRY TO COMMERCIAL SERVICE ............................................................................. 42
10.1. Effective Date .............................................................................................................................. 42
10.2. Commercial Operation Date (COD) ............................................................................................. 42
10.3. Fitment Period............................................................................................................................. 42
ARTICLE 11 OPERATION AND MAINTENANCE .............................................................................. 43
11.1. O&M obligations of the Licensee ................................................................................................ 43
11.2. Maintenance Requirements........................................................................................................ 45
11.3. Safety, breakdowns and accidents.............................................................................................. 45
11.4. De-commissioning due to Emergency......................................................................................... 46
11.5. Maha-Metro’s right to take remedial measures. ........................................................................ 46
11.6. Overriding powers of Maha-Metro ............................................................................................. 46
11.7. Restoration of loss or damage to Licensed Space ....................................................................... 47
ARTICLE 12 INDEMNITY AND INSURANCE ................................................................................... 48
12.1. Insurance ..................................................................................................................................... 48
12.2. Indemnity .................................................................................................................................... 48
ARTICLE 13 MONITORING OF OPERATION AND MAINTENANCE ................................................... 50
13.1. Reports of unusual occurrence ................................................................................................... 50
ARTICLE 14 FORCE MAJEURE ...................................................................................................... 51
14.1. Force Majeure ............................................................................................................................. 51
14.2. Notice of Force Majeure Event ................................................................................................... 51
14.3. Performance of Obligations ........................................................................................................ 51
14.4. Termination due to a Force Majeure Event ................................................................................ 52
ARTICLE 15 BREACHES/SURRENDER/TERMINATION OF LICENSE AGREEMENT .............................. 53
15.1. Surrender of this Agreement: ..................................................................................................... 53

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15.2. Breach of License Agreement/ Licensee’s Events of Default: ..................................................... 54

15.3. Termination of this Agreement by Maha-Metro: ....................................................................... 55
15.3.2. Further license shall be blacklisted for three years for participating in the tenders / bids of
Maha-Metro. ......................................................................................................................................... 55
15.4. On Operational Ground: ............................................................................................................. 55
15.5. Termination for Force Majeure:.................................................................................................. 55
15.6. Other Terms & Conditions: ......................................................................................................... 56
15.7. Rights of Maha-Metro on Termination ....................................................................................... 57
15.8. Right to re-market the said Licensed Space(s) on Termination .................................................. 57
ARTICLE 16 DISPUTE RESOLUTION/ARBITRATION ........................................................................ 58
16.1 Amicable Resolution ................................................................................................................... 58
16.2 Conciliation.................................................................................................................................. 58
16.3 Arbitration ................................................................................................................................... 59
ARTICLE 17 REPRESENTATIONS AND WARRANTIES ..................................................................... 63
17.1. The Licensee represents and warrants to Maha-Metro that -.................................................... 63
17.2. Obligation to notify change:........................................................................................................ 64
ARTICLE 18 MISCELLANEOUS ...................................................................................................... 65
18.1. Interest and Right of Set Off ....................................................................................................... 65
18.2. Miscellaneous.............................................................................................................................. 67
ANNEXURES ............................................................................................................................... 70
ANNEXURE – 1 DETAILS OF SPACE OFFERED FOR LICENSING. ....................................................... 71
ANNEXURE – 2 : LIST OF PREFERABLE ACTIVITIES AND BANNED/DIS-ALLOWED ACTIVITIES .......... 73
ANNEXURE-3 : PROFORMA OF HANDING OVER NOTE ................................................................. 74
ANNEXURE 4 – PROFORMA OF TAKING OVER NOTE .................................................................... 75
ANNEXURE 5 – TERMS AND CONDITIONS TO BE INCLUDED IN THE SUB-LEASE AGREEMENT. ........ 76

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 Licensing of Property Business Spaces having Area Less Than 100 Sqm at Selected metro stations of Nagpur Metro Rail Project for a period of 09 Years.

LICENSE AGREEMENT

THIS AGREEMENT is entered into on this the ……….. day of ………, 20…..

BETWEEN
1. Maharashtra Metro Rail Corporation Limited, a company incorporated under the Companies
Act, 2013 having its registered office at “Metro House, 28/2 Anand Nagar, C K Naidu Road,
Civil Lines, Nagpur-440001” and corporate office at “Metro Bhavan”, VIP Road, Near
Dikshabhoomi, Ramdaspeth, Nagpur-440010 (hereinafter referred to as ‘Maha-Metro’, 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. _______________________ a company/Partnership Firm/Proprietorship Firm/Society/Trust

incorporated/registered under the provisions of the ___________________ Act,
____________________ bearing registration Number _________________________ and having
its registered office at ___________________________________________-, (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 open bids (by its Tender No. N1PD-98/2025 dated 22-08-2025 (the “Request for
Proposal” or “RFP”)) from the interested parties for “Licensing of Property Business Spaces
having area less than 100 Sqm at _____________ Metro Station of Nagpur Metro Rail Project
for a period of 09 Years”. After considering the offers, Maha-Metro has selected
M/s._____________________________________________________________________ as
“Licensee” for assigning licensing rights of Property Business space/s no. ____________
admeasuring ________ Sqm as given in Annexure- 1 ‘Details of Property Business Space
offered for Licensing’ Metro Station of Nagpur Metro Rail Project, hereinafter called “Licensed
Space”, on “as is where is basis”.

(B) Maha-Metro has agreed to provide to the Licensee, the Licensing Rights of Licensed Space
(pre identified by Maha-Metro) on “as is where is basis”, on payment of Annual License Fees
and other charges to Maha-Metro on the terms and conditions hereunder contained in this
Agreement.

(C) The Licensee shall be responsible to develop, furbish, finish, manage, operate and maintain
the Licensed Space, licensed to them as specified in this Agreement, at its own cost and
expense.

(D) It is deemed necessary and expedient to enter into this Agreement to record the terms of the
said Agreement.
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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 Licensed Space bearing No. ______ as
assigned to him by Maha-Metro at _______ Metro Station of Nagpur Metro Rail project
as given in Annexure- 1 ‘Details of Property Business Space offered for Licencing’. The
Licensee shall be responsible to finish/furbish, manage, operate, maintain and use, the
Licensed Space as specified in this Agreement at its own cost and expense.
ii. Licensee irrevocably agrees to make all payments including the applicable Annual
License Fees as per this Agreement as and when due, without delay or demur, without
waiting for any formal advice from Maha-Metro in this regard.
iii. The Licensee confirms having examined the potential locations inside the
______________________Metro station in detail and fully understands and
comprehends the technical requirements of the Licensed Space. The Licensee also
confirms full satisfaction as to the business viability of the Licensed Space inside the
_______________________ metro station and hereby voluntarily and unequivocally
agrees not to seek any claim, damages, compensation or any other consideration,
whatsoever on this account. The Licensee also confirms having made independent
assessment of present and future market potential and no future claim whatsoever
regarding change in market circumstances shall be used by it as an alibi or excuse
grounds for non-payment of Annual License Fees and other amounts payable to Maha-
Metro under this Agreement.

B. That Maha-Metro and Licensee represent and warrant that they are empowered, authorized
and able to make this Agreement.

The terms and conditions on which this Agreement is based are as follows -

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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:

“Accounting Year” means the financial year commencing from the first day of April of any calendar
year and ending on the thirty-first day of March of the next calendar year;

“Agreement” or “License Agreement” means this License Agreement to be executed between Maha-
Metro and the Successful Bidder in the format approved by Maha-Metro and includes any
amendments, annexure hereto made in accordance with the provisions hereof, its Recitals, the
Schedules hereto and any amendments thereto made in accordance with the provisions contained in
this Agreement;

“Applicable Laws” means all laws, brought into force and effect by GOI or the State Government
including rules, regulations and notifications made thereunder, and judgements, decrees, injunctions,
writs and orders of any court of record, applicable to this Agreement and the exercise, performance
and discharge of the respective rights and obligations of the Parties hereunder, as may be in force and
effect during the subsistence of this Agreement;

“Applicable Permits” means all clearances, licences, permits, authorisations, no objection certificates,
consents, approvals and exemptions required to be obtained or maintained under Applicable Laws in
connection with the respective property business space during the subsistence of this Agreement;

“As is where is basis” means License of the said Property Business Space/ Licensed Space including all
equipment’s, installations, fittings and fixtures is given on ‘as is where is basis’. The Licensee may make
additions or alterations in the Licensed Space, carry out various installations including electric
installations and wiring, with the prior permission of Maha-Metro in writing at its own cost. Licensee
shall not be entitled for any compensation with regard to additions carried out by them in the Licensed
Space. Licensee shall be required to hand over the Licensed Space at the end of License Period in its
original form as it was at the time of taking possession along with fixtures that have become a
permanent part of the Licensed Spaces. The proforma for handing over of the Licensed Space at the
end of the License Period i.e. taking over of Licensed Space by Maha-Metro is attached at Annexure 4
– Proforma of Taking Over Note.

“Arbitration Act” means the Arbitration and Conciliation Act, 1996 and The Arbitration And
Conciliation (Amendment) Act, 2019 shall include amendments to or any re-enactment thereof, as in
force from time to time;

“Maha-Metro Representative” means such person or persons as may be authorised in writing by

Maha-Metro 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 Maha-Metro under this
Agreement;

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“Bank” means any Nationalised/Scheduled Commercial Bank of Indian or Foreign origin having
business office in India;

“Bid” means the documents in their entirety comprised by the bid submitted by the Successful
Bidder/Licensee in response to the Request for Proposals in accordance with the provisions thereof;

“Bid Security” means the security provided by the Successful Bidder/Licensee to Maha-Metro along
with the Bid, in accordance with the Request for Proposals, and which is to remain in force until
substituted by the Security Deposit.

"Commencement Date" or "Handover Date" or "Handing Over Date" or "Effective Date" means the
date of handing over of the particular Property Business Space or Licensed Spaces. In case the Licensee
fails to take-over the possession of the Property Business Space or Licensed Space within the date
stipulated by Maha-Metro, the License Period shall be deemed to have commenced from the date of
handover of the Licensed Spaces."

“Commercial Operation Date” shall mean the immediate next day of completion of the stipulated
Fitment Period or commercial operation date of the station, whichever is later.

“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;
(d) 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 compared 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 allotment of the
Property Business Space;

“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 Security Deposit/ Performance Guarantee.

“Drawings” means all of the drawings, calculations and documents pertaining to the property business
space and shall include ‘as built’ drawings;

“Emergency” means a condition or situation that is likely to endanger the security of the individuals
on or about the Nagpur 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 14 FORCE
MAJEURE;

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“GOI” or “Government” means the Government of India;

“Interest Free Security Deposit” means interest free amount to be deposited by the Licensee with
Maha-Metro as per terms and conditions of this Agreement as a security against observance of this
Agreement and the payment of all dues as per terms and conditions of this Agreement.

“License” means the licensing rights granted by Maha-Metro to the Licensee with respect to the
Property Business Space, based on the terms and conditions of this Agreement.

“Licensee” means the Successful Bidder, who has been awarded the Letter of Acceptance for the
Property Business Space and has executed this Agreement with Maha-Metro pursuant to Bidding
Process for carrying out commercial activities (any activity excluding banned list of usage of the
Licensed Space) within the allotted Property Business Space of ________Metro Station.

‘License Period’ means a period of 09 years from the date of handing over of the Property Business
Space;

“Licensed Space” means the specified Property Business space bearing space number __________
admeasuring ___________ sqm. at ________________Metro station for commercial operations,
handed over by Maha-Metro to the Licensee under and in accordance with this Agreement.

“License Fees” shall have the meaning set forth in ARTICLE 4 THE CONSIDERATION TO MAHA-METRO;

“Parties” means the parties to this Agreement collectively and “Party” shall mean any of the parties
to this Agreement individually;

“Permits” shall mean and include all applicable statutory, regulatory licenses, authorization, permits,
consents, approvals, registrations and franchises from concerned authorities.

“Re.”, “Rs.” or “Rupees” or “Indian Rupees” means the lawful currency of the Republic of India;

“Scope of the Project” shall have the meaning set forth in ARTICLE 2 SCOPE OF WORK;

“Successful Bidder” means the bidder who has been selected by Maha-Metro, pursuant to the Bidding
Process for award of License.

“State” means the State of Maharashtra and “State Government” means the government of that
State;

“Taxes” means and includes all central, state and local 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 earlier;

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“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,

(a) references to any legislation or any provision thereof shall 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;
(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 Nagpur are generally open for business;
(i) any reference to month shall mean a reference to a calendar month as per the Gregorian
calendar;
(j) references to any date, period or Milestone shall mean and include such date, period or
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 accured as
principal or surety) for the payment or repayment of money, whether present or future,
actual or contingent;
(p) 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
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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 Maha-Metro hereunder or pursuant hereto in any manner whatsoever;
(r) 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 if it is in writing under the hand of a duly authorised representative of
such Party, in this behalf and not otherwise;
(s) 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 or to this Agreement, and references to a Paragraph
shall, subject to any contrary indication, be construed as a reference to a Paragraph of this
Agreement or of the Schedule in which such reference appears;
(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 the essence in the performance of the Parties’ of 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 Maha-Metro shall be provided free of cost and in three
copies, and if Maha-Metro 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)
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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

i 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.

ii 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;
(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 prevail; and
(f) between any value written in numerals and that in words, the latter shall prevail.

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ARTICLE 2 SCOPE OF WORK

The scope of the work (“the “Scope”) shall mean and include the following:

2.1. General Terms and Conditions

a. Brief details of the Property Business Space to be handed over to the Licensee are as follows:
Level Property
Area
Sr. No. Station Name Business Space
(Sqm.)
Number
1 Khapri Concourse KHP/PD-03 36.20
2 Ajni Square Concourse AJS/PD-02 25.00
3 Ajni Square Concourse AJS/PD-04 22.32
4 Rahate Colony Concourse RHC/PD-01 29.90
5 Rahate Coloney Concourse RHC/PD-02 17.34
6 Congress Nagar Concourse CSS/PD-01 70.40
7 Congress Nagar Platform CSS/PD-04 36.57
8 Sitabuldi Interchange Concourse SIT/PD-03 57.26
9 Zero Mile Station Concourse ZOM/PD-19 12.820
10 Zero Mile Station Concourse ZOM/PD-20 12.820
11 Zero Mile Station Concourse ZOM/PD-20 A 13.270
12 Zero Mile Station Concourse ZOM/PD-20 B 13.280
13 Zero Mile Station Concourse ZOM/PD-20 C 13.280
14 Zero Mile Station Concourse ZOM/PD-21 85.410
15 Gaddi Godam Square Ground Floor GSE/PD-01 33.63
16 Gaddi Godam Square Ground Floor GSE/PD-02 85.73
17 Gaddi Godam Square Ground Floor GSE/PD-2A 73.30
18 Gaddi Godam Square Ground Floor GSE/PD-04 20.40
19 Gaddi Godam Square Ground Floor GSE/PD-05 19.73
20 Gaddi Godam Square Ground Floor GSE/PD-06 19.98
21 Gaddi Godam Square Ground Floor GSE/PD-08 20.04
22 Gaddi Godam Square Ground Floor GSE/PD-09 17.97
23 Gaddi Godam Square Ground Floor GSE/PD-10 30.35
24 Kasturchand Park Concourse KPR/PD-02 37.270
25 Kasturchand Park Concourse KPR/PD-03 37.230
26 Lokmanya Nagar Concourse HLY/PD-01 14.73
27 Lokmanya Nagar Concourse HLY/PD-02 21.30
28 Bansi Nagar Concourse BAN/PD-06 25.00
29 Bansi Nagar Concourse BAN/PD-02 82.42
30 Vasudev Nagar Concourse VUD/PD-01 23.55
31 Vasudev Nagar Concourse VUD/PD-02 13.15
32 Rachna Ring Road Concourse RRC/PD-01 21.49
33 Subhas Nagar Concourse SUB/PD-01 17.68
34 Dharampeth College Concourse AVW/PD-03 16.70
35 Dharampeth College Concourse AVW/PD-08 46.07
36 Dharampeth College Concourse AVW/PD-02 13.60
37 Dharampeth College Ground Floor AVW/PD-07 13.80
38 LAD Chowk Mezzanine LWK/PD-02 95.56

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 Licensing of Property Business Spaces having Area Less Than 100 Sqm at Selected metro stations of Nagpur Metro Rail Project for a period of 09 Years.

Level Property
Area
Sr. No. Station Name Business Space
(Sqm.)
Number
39 Institution of Engineers Ground Floor IOE/PD-01 78.68
40 Institution of Engineers Ground Floor IOE/PD-02 14.92
41 Jhansi Rani Square Concourse JQE/PD-01 16.00
42 Jhansi Rani Square Concourse JQE/PD-02 15.00
43 Dosar Vaisya Chowk Concourse DVS/ RETAIL - A 13.980
44 Dosar Vaisya Chowk Concourse (Entry A) DVS/ RETAIL - D 80.690
45 Agrasen Chowk Concourse ASS/ RETAIL - B 19.295
46 Agrasen Chowk Concourse ASS/ RETAIL - C 20.000
47 Agrasen Chowk Ground Floor ASS / RETAIL - A 12.765
48 Chitaroli Chowk Concourse ASS / RETAIL - C 33.000
49 Telephone Exchange Concourse TPX/ RETAIL - A 35.900
50 Telephone Exchange Concourse TPX/RETAIL - B 27.212
Street Level (North
51 Ambedkar Chowk AKC/ PD 1 66.500
Entry Structure)
52 Ambedkar Chowk Concourse AKC/PDC1 60.244
Street Level South Entry
53 Vaishno Devi Chowk VDC/ PD 1 53.670
structure
54 Vaishno Devi Chowk Ground Floor VDC/ RETAIL-B 30.513
55 Prajapati Nagar Concourse PJG/PD-12 18.770
Note: At the time of signing the license agreement, separate license agreement will be signed for
each PB space.

2.2. Scope of Work

a. The Licensee shall, at its sole expense and risk, carry out the financing, construction,
procurement, management, operations and maintenance of the Licensed Space in accordance
with the provisions of this Agreement.
b. The offered Licensed Space/s as referred above will be provided on “as is where is basis”
including but limited to-
o All necessary modification shall be carried out by the Licensee at its own cost after taking
valid prior written permission from Maha-Metro. If there is any damage/loss to any
structure/asset of Maha-Metro their cost shall be borne by the licensee.
o If available, Licensee can use the parking facility available/provided at the metro station.
The usage of parking shall be subject to payment of applicable parking charges as decided
by Maha-Metro/nominated agency from time to time.
c. The Property Business space shall be provided to Licensee on license basis for a period of 09
Years.
d. It shall be responsibility of the Licensee to furbish/finish the entire Licensed Space for
commercial utilization at their own cost and as per the specifications approved by of Maha-
Metro.
e. The usage of Licensed Space shall be in accordance with the activities as listed in

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f. Annexure – 2 : List of Preferable Activities and Banned/Dis-allowed Activities. The Licensed

space(s) can be used for any activity except for activities mentioned in list of banned usages/
negative list placed at

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g. Annexure – 2 : List of Preferable Activities and Banned/Dis-allowed Activities. Maha-Metro has

full right to ensure strictly that there is no violation in this regard.
h. The Licensee may use or allow the use of the Licensed Space for other activities which are not
envisaged in point no. (e.) above, only after taking prior written approval of Maha-Metro.
i. The Licensee shall be required to adhere to the building design, but there are no limitations on
planning and subdivision of the interior floor space without damaging the metro station
structure or part thereof. However, within these parameters, maintaining the structural safety
and integrity shall be the sole responsibility of the Licensee. The Licensee shall also ensure that
the furbishing within the Licensed Space is not a safety hazard for Maha-Metro civil structures
and public at large. The Licensee shall also ensure that all existing utilities and facilities (if any)
falling within the Licensed Space will be kept accessible and the Licensee shall not interfere or
tamper with those installations at any time.
j. Notwithstanding anything mentioned above, the Licensee is required to adhere to the
provisions of the prevailing National Building Code applicable for metro stations for the various
works to be undertaken within the Licensed Space.
k. The Licensee shall be solely responsible for procuring all the permissions/ licenses etc. required
from the statutory/ regulatory/ civic authorities concerned, to be able to use the Licensed
Space for desired commercial purposes/ business. Maha-Metro shall not be responsible for
any such procurement and shall not entertain any claims in this regard.
l. Firefighting and other infrastructure so created within the Licensed Space must be integrated
with the infrastructure already provided /planned for the respective metro station by Maha-
Metro.
m. The 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
circulars issued by Maha-Metro in this regard.
n. Operate, manage and maintain the entire Licensed Space with adequately trained and
experienced team for responsibilities as defined in this Agreement.
o. Under no circumstances, shall the Licensed Space or facilities constructed or installed at the
Licensed Space be mortgaged, charged or otherwise put under any lien (including negative
lien), charge or encumbrance be created or agreed to be created in favour of any person,
including the Lenders/ Financial Institution (s)/ Banks etc.
p. The Licensee shall not be allowed to monetize the License Space, facilities, constructions or
installations therein, through Real Estate Investments Trusts (REITs)/Infrastructure Investment
Trusts/etc.
q. The Licensee ensures that no polythene baggage is utilised/used at the tendered area/ licensed
area. Moreover, Licensee shall ensure the proper segregation of waste i.e. dry and wet waste
(if any) before disposal of same.
r. The Licensee shall be responsible to keep the license space and surrounding area neat and
clean.
s. Comply with all statutory requirements in connection with this tender document.
t. Ensure regular and timely payments of all amounts due to Maha-Metro and discharge all
obligations as per provisions of this tender document.
u. Payment of all statutory taxes, service tax, local levies, statutory dues, etc. as and when due
and as applicable.
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2.3. Handing over of Licensed Spaces

i. After the evaluation of bids, Letter of Acceptance (LOA) has been issued to the Licensee vide
_________________. The Licensed Space, as mentioned in Annexure-1, shall be handed over
on the effective date. The Proforma Certificate for handing over of property business space is
attached at Annexure-3 : Proforma of Handing Over Note.
ii. The Licensee shall not be eligible to claim any compensation on account of any delay in handing
over of respective Property Business Space to him.
iii. Areas indicated above are approximate. Actual area shall be measured at the time of handing
over of space(s). If there is any variation in area the License Fees shall be charged on pro-rata/
actual area basis. Interest free security deposit will not be readjusted if the variation in area
handed over is up to 10% else while security deposit will be readjusted according to actual area
of the shop.
iv. Subsequently, if the Licensee applies for additional ‘adjacent / same area’ (even if for utility)
up-to 10% variation in the tendered area within the fitment period (as defined below), the same
shall be provided on pro-rata basis, if found feasible, at the sole discretion of Maha-Metro. For
area beyond this time frame and/or above 10% variation range of Licensed Space, the same
shall be provided on negotiated / market rate, if found feasible, on the sole discretion of Maha-
Metro. Maha-Metro is free to market, area beyond this time frame and/or above 10% variation
on open/limited/single tender basis. The License Fees for such additional space shall commence
after the expiry of 30 days from the date of handing over of the space.
v. Consequent to any alteration / renovation of the Licensed Space, for which prior approval from
Maha-Metro has been taken by the Licensee, if resulting in any decrease in the handed over
area, the variation shall not be considered for any change in the License Fees or other payment
terms. However, at the time of termination / surrender or natural completion of the License
Period, Maha-Metro reserves the right to ask the Licensee to restore the Licensed Spaces as
per the original allotment along with fixtures that have become a permanent part of the
Licensed Space.
vi. If the Licensee installs an awning with a fixed / stretchable length of 3 feet to shield the Licensed
Space/ commuters from sunlight/ rain/ adverse weather conditions, the same shall not be
charged, provided the License Space is having opening outside station building. Awning beyond
fixed/stretchable length of 3 feet is not allowed.
vii. As evident from the delineated plans, these areas mentioned in above table, apart from carpet
area also include the area of balconies, refuge areas, common areas like staircase, lift lobby,
ducts area etc. (the “Common Area”). The Licensee shall have no exclusive rights for using the
Common Area which shall only be used for the intended purposes. The Common Areas shall
not be allowed to be encroached or used for any other purpose and any encroachment of the
Common Area shall be construed as breach of the License Agreement inviting action as
applicable for breach of the same.
viii. At the time of termination/natural completion of license, Maha-Metro reserves the right to ask
the Licensee to restore the said licensed space as per the original allotment.

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ix. The Licensee acknowledges and accepts that the parking facility shall be as per the availability
at the respective metro rail station and no special arrangement or exclusive parking area shall
be provided by Maha-Metro.

2.4. Works to be executed

i. Licensee shall be required to execute all works as required for the commercial use in the
Licensed Space(s) without damaging any loads bearing / structural members and any services /
utility etc. The works to be executed by Licensee shall include but shall not be limited to the
following:
a. To complete the following construction work associated with the licensed space/s within
fitment period -
▪ All external/internal finishing works including walls, internal partitions, doors, flooring,
plastering, painting etc within the Licensed Space.
▪ Make necessary arrangement for distribution of electricity within the Licensed Space.
Note: The above list is only indicative, and Licensee shall make its own assessment of the works
needed as per their requirement.
Note: It is to be noted that construction of mezzanine (mid) floors/ Lofts within the Property
Business Space shall not be permitted by Maha-Metro under any circumstances.

2.5. Property Tax and Registration of this Agreement

a. The property tax applicable, if any, on the Licensed Space shall be borne by the Licensee. The
property tax if applicable shall be paid by Maha-Metro and shall be recovered from Licensee,
proportionate to the Licensed Space.
b. Payment of stamp duty for execution & registration of this Agreement, if any, to be executed in
pursuance of this bid shall be solely borne by the Licensee.

2.6. Infrastructure Services

1. It shall be mandatory for the Licensee to follow Green Building norms while doing the
renovation/finishing/furbishing of the respective property business space(s).
2. The Internal distribution of electric power, air conditioning systems, firefighting sprinklers, fire
detection, advisable fire alarm panel etc. as per the norms required for the Licensed Space(s)
shall be provided by the Licensee at his own cost.
The Licensee shall be required to take prior approval from the respective departments of Maha-
Metro regarding the use of available infrastructure like electricity, air conditioning etc.
The licensee shall follow the Guidelines of National Building Code, codal provisions of relevant
Indian standard Codes and “General Fitout Guidelines”, if any, issued by Maha-Metro and comply
with the same and its further amendments as issued from time to time
3. The Licensee shall submit all plans / drawings and specification of material whatsoever including
but not limited to construction, internal partitions, fire detection & fighting, flooring, lighting,
electrical, signage advertisement panels etc; for approval of Maha-Metro before start of any
work/s inside the Licensed Spaces.
It shall be mandatory for the Licensee to submit the notarised undertaking on Rs. 500/- stamp
paper before start of any work/s inside the Licensed Space, stating that:
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1. The material used in the Licensed Space will be non-combustible and shall be as per the
Guidelines of National Building Code, and as per relevant Indian standard Codes.
2. Will be providing / installing all the mandatory fire frightening arrangement inside the
Licenced Spaces.
The Maha-Metro reserves the right not to give approval if it deems such works may act as a
hindrance in the smooth functioning of its operations of the Licensed Space. All materials to be
used including electrical materials should be fire resistant and should meet the minimum
specifications as mentioned in the respective National Building Code applicable for metro
stations and other relevant IS Codes. The prior approval of Maha-Metro is mandatory before
commencement of the installation.
4. The Maha-Metro officials of Property Development Department, Civil Department, Electrical
Department and MEP (Fire-Fighting) Department of the Maha-Metro will have full and
unfettered access to inspect and check the materials before and after the installation, and during
the License Period. All instructions issued by them in this regard will be complied by Licensee in
full and within time stipulated by the said officials. No claim or compensation will be sought by
the Licensee on this account.
5. Electricity, Installation of DG sets, Air Conditioning and Fire Fighting & Fire Protection:
i) The Licensee shall have to take power connection from Maha-Metro /respective power
distribution company directly. The Licensee shall be responsible to pay its respective
electricity bills directly to the concerned power distribution company.
ii) If the power is taken from Maha-Metro grid, Maha-Metro will supply electric power
@ 0.29 KVA /Sqm for the Licensed Space, at one point located at respective floor of the
Licensed Spaces (existing panel/isolators installed at electrical rooms of respective metro
stations). Further, LT transformation and distribution will be the responsibility of the
Licensee. The tariff and all terms and conditions will be as per the appropriate electric
authority regulations as applicable from time to time. Licensee shall have to maintain its
power demand within the power load allocated.
iii) DG power available in Maha-Metro network will not be made available to the Licensee.
iv) All costs of shifting of existing lighting/small power sockets circuits/ AHUs etc. if any, that are
in Licensed Space, would be borne by the Licensee. This would include all cost involved in
shifting/modification/addition.
v) Licensee has to carry out all works for functioning of the Licensed Space on their own with
all cost including installation & commissioning of MCB/MCCB/ELCB in spare space of Panel at
respective floor, ongoing feeders form panel, cable laying, cable trays, hangers in cable route,
earthling, internal wiring, lighting, power distribution etc.
vi) Any addition / up-gradation/ modification of existing electrical power system works if
required, are to be taken up subjected to technical feasibility and approval from Maha-
Metro, If approved, same work can be carried out by Licensee along with associated costs.
vii) Licensee shall install only LED electrical lights and energy efficient Air-Conditioners to ensures
energy conservation.
viii) Any augmentation to existing fire protection system, if required for the Licensed Space as per
norms of Maha-Metro and Nagpur Fire Services Department, shall be done by the Licensee
at his own risk & cost after obtaining necessary approval from Maha-Metro as well as Nagpur
Fire Services Department.

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6. Fire Fighting & Fire Protection

i. All equipment’s, pumps & common piping etc required to be installed outside Licensed Space
for firefighting arrangements will be provided by Maha-Metro up-to one point outside or
near the Licensed Space, from where the Licensee will take the tap off & make further
arrangement inside Licensed Space for fire-fighting.
ii. Inside the Licensed Space, all fire-fighting arrangements, including the fire alarm & detection
system for above & below false ceiling shall have to be provided by the Licensee including
repeater panel at station control room and integrated in seamless manner with the Maha-
Metro system. Such fire-fighting arrangements would conform to the National Building
Code, relevant Building Byelaws/ IS Codes, Fire Safety (Fire Prevention) Rules & any other
instructions issued by Maha-Metro in this regard.
iii. Only after certification by the O&M officer / authorized representative of Maha-Metro, shall
the Licensee be permitted to occupy and use the Licensed Space(s) for conduction of
businesses related to ……………………………....
iv. The Maha-Metro reserves the right to inspect the Licensed Space(s) at any time during the
License Period for all purposes including in connection with fire-fighting readiness. Maha-
Metro may also issue directives in this regard, which shall have to be adhered to and
complied by Licensee. Any additional works as may be indicated on this account will also be
carried out by the Licensee at its own cost. No claim for damages or compensation for
inconvenience in this regard will be entertained by the Maha-Metro.
7. Civil Utilities:
Public toilets are available at ________________________________ Metro station.
8. Disposal of Waste:
The Licensee shall have to make their own arrangements for daily disposal of waste (after
segregation of dry and wet waste) out of Maha-Metro premises. The wastes shall be dumped at
sites approved by concerned civic agencies to ensure perfect cleanliness. If any kind of waste is
found disposed off on Maha-Metro land or premises a penalty/fine of Rs. 5000/- per instance
shall be imposed by Maha-Metro for each occasion.
9. Security and other services:
Maha-Metro shall provide reasonable security services in _________________Metro station
general cleaning & adequate lighting in the common areas and compound lighting outside the
building, operation of existing lifts. 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 the Licensee, however,
Maha-Metro shall use its best efforts to restore such services as soon as reasonably possible.
10. The Licensee shall ensure that all relevant approvals / NOC’s are obtained by him from respective
departments. He shall also ensure:
a. Maintenance of its fire equipment’s in good condition at all times.
b. Availability of trained staff round the clock at the Licensed Space.
c. No additions/ alterations are done without the prior approval of competent authority of the
Maha-Metro.
d. Record of periodic check of fire equipment’s and installation is maintained as per relevant
code of practice.

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e. Deviation if any may be brought to the notice of the Maha-Metro on account of its being the
controlling authority.
11. Further, it is clarified that the Licensee will be completely responsible for any loss of life or
property in case of an emergency and/or due to the non-functioning of the fire safety system
that is exclusively under scope and control of Licensee. The Maha-Metro shall not be responsible
for any loss of life and property in the Licensed Space due to any malfunctioning of the fire system
in case of any fire emergency within the Licensed Spaces.

2.7. Signages and Advertisements

a. The Licensee shall have the right to display signage(s) of suitable size for displaying its generic
name of each Licensed Space. The signage may be illuminated or non-illuminated at the
Licensee’s option, however it shall need to confirm to all governmental laws, regulations or
ordinance relevant thereto. The Licensee shall also need to obtain a written approval from Maha-
Metro before putting up any form of signage and Maha-Metro reserves the right to refuse or to
suggest an alternation to the same. The size, shape, location, etc. of signage are subject to
architectural controls to be issued by Maha-Metro. Signage should be used only for the business
being run by the Licensee in the Licensed Space. In addition, the Licensee shall also be required
standard materials as per standards prevalent in Maha-Metro, for which he shall seek necessary
approval from Maha-Metro.
b. Space for 1 common totem pole shall be provided by the Maha-Metro without any additional
License Fee at a suitable location. Space for Totem pole will be provided on the Ground/
Concourse floor of appropriate size. The totem pole shall be backlit. Branding of all the property
Business spaces shall be done on the common totem pole. The installation cost, electricity
consumption charges, taxes etc. (if any) shall be borne by the Licensee.
c. No advertisement in any format shall be permitted on the outer surface of the Licensed Space.
However, the licensee shall be allowed to use interior of the Licensed Spaces for display of
advertisement only about the business / commodity being run / sold by the Licensee in the
Licensed Space(s).
d. The Licensee shall need to obtain a written approval from Maha-Metro by way of a notice before
putting up any form of signage/ advertisement within/outside their Licensed Space and Maha-
Metro reserves the right to refuse or to suggest an alternation to the same. The signage/
advertisement shape and location etc are subject to architectural controls to be issued by Maha-
Metro.
e. Placement of signage/ advertisement without the permission of Maha-Metro or placement in
non-approved locations shall attract a penalty of Rs.5,000/- per signage/ advertisement on the
first occasion and Rs.50,000/- per signage/ advertisement on the second occasion. In case of
persistence default, Maha-Metro reserve the right to terminate the agreement with forfeiture of
the (interest free) security deposit and advance License fee paid in its favour.
f. Maha-Metro shall not unreasonably interfere with the signage/ advertisement plan. If Maha-
Metro is not satisfied and raises any objections, the Licensee shall be required to appropriately
amend/ modify his scheme within a reasonable timeframe and seek Maha-Metro approval once
again.

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 Licensing of Property Business Spaces having Area Less Than 100 Sqm at Selected metro stations of Nagpur Metro Rail Project for a period of 09 Years.

2.8. Extension of Date of Commencement / Fitment Period / License Period

a. If in event of, delay in handing over of the Licensed Spaces by Maha-Metro, either
Commencement Date or Fitment Period or License Period individually or in combination may be
extended suitably, as in the opinion of Maha-Metro are reasonable having regard to the nature
and period of delay.
b. Apart from above, the Licensee shall not be eligible for any other compensation for works so
carried forward to the extended period of time. In addition, Licensee shall also make constantly
its best endeavours to bring down or make good the delay and shall do all that may be reasonably
required to the satisfaction of Maha-Metro to proceed with the works.
c. Any failure or delay by Maha-Metro to provide the Licensee possession of the Licensed Space(s),
or to give the necessary permission or necessary drawings or instructions or any other delay
caused by the Maha-Metro due to any other cause whatsoever, then such failure or delay shall
in no way affect or vitiate this Agreement or alter the character thereof or entitle the Licensee to
any damages or compensation.
d. Nevertheless, in the event of the delay being due to reasons being attributable to Licensee, or its
failure to complete its obligations within specified time as per this Agreement, for the reasons
other than the reasons attributable to Maha-Metro, Licensee shall not be entitled for any
extension of date of Commencement Date or Fitment Period or License Period whatsoever.

2.9. Grace Period

i. The Grace period for Property Business Space shall be 30 (Thirty) days. The Grace period shall be
at the end of License Period.
ii. The Grace period shall be free of cost i.e. no License Fee will be charged for this period.
iii. If, the Licensee fails to vacate the Licensed Space within the Grace Period, penalty of twice the
prevalent monthly License Fee shall be chargeable for occupation for this 30 (Thirty) days period.
And after lapse of this 30 (Thirty) days grace period, Maha-Metro shall take over the goods /
property treating at NIL value, even if it is under lock & key: and Maha-Metro shall be free to
dispose of the goods / property in whatsoever manner as it deems fit. Licensee shall have no
claim for compensation or consideration / damages after completion of grace period. If Licensee
fails to pay the penalty applicable in case of non-vacation of the Licensed Space, the same shall
be adjusted from the Interest Free Security Deposit available with Maha-Metro. No grace period
shall be provided to Licensee if the Licensee decides to terminate this Agreement within the lock-
in period.

2.10. Other Conditions

a. If during the License Period, any loss of property and/or life takes place, the loss and 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 all the payments arising out of any third-
party claims. The Licensee is advised to procure insurance for meeting such liabilities at his
own cost.
b. 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 Nagpur Metro Rail
Project), if applicable, inside the Licensed Spaces at all times during the License Period.

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c. Maha-Metro shall not be made party in any litigation arising between the Licensee and any
third party during and/or associated with the furbishing / finishing / operations / maintenance
of the Property Business Space. All civil and criminal liability shall be the responsibility of the
Licensee.
d. The Licensee shall not employ any person who is under the age of 18 years.
e. Entry and access in paid area by the workmen of the Licensee shall be through smart card and
its cost shall be borne by the Licensee. Identity Cards shall be issued by Maha-Metro but these
ID cards shall not be applicable for making journey in trains and entry/ exit to paid areas of
Stations. All the Licensee’s personnel shall be required to possess ID card while working in
Maha-Metro’s premises as per prevailing procedure. Access inside the stations in paid areas
shall be through smart cards as per prevailing applicable charges, in addition to the valid ID
cards.
f. The Licensee shall not have any right to infringe the Maha-Metro premises (other than the
Licensed Space) and normal business, operation and commuters’ facilities of Metro Rail
Services.
g. Upon observation of any such infringement the Maha-Metro shall issue a notice of
compliance. If the Licensee fails to comply with three such notices and continue such
infringement, the Maha-Metro shall have right to impose a penalty of Rs. 5000/ per day. This
penalty shall be in addition to License Fees & other taxes payable to Maha-Metro. In the event
if penalty is imposed on Licensee for 3 times during the entire License Period, then this
Agreement shall be liable for termination, subject to decision of Maha-Metro, and Licensee
will be blacklisted for the period of three years for participating in the tenders of Maha-Metro.
h. It shall be mandatory for the Licensee to follow the operational timings of Nagpur Metro Rail.

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ARTICLE 3 GRANT OF LICENSE

3.1. The License

3.1.1 Subject to and in accordance with the terms and conditions set forth in this Agreement, and in
particular subject to the due fulfilment of all the obligations assumed towards Maha-Metro by
the Licensee, Maha-Metro hereby grants and authorizes the Licensee to the following (the
“Specified Purpose”) :

a. To have access to Licensed Space(s) during the License Period, develop, finance, commission,
operate, manage and maintain the Licensed Space(s) during the License Period at the cost
and risk of the Licensee. Any development made by the Licensee on the Licensed Space(s)
shall be deemed to be the property of Maha-Metro and all the rights of the Licensee in the
Licensed Space(s) shall relinquish in the favour of Maha-Metro.
b. Subsequent to the Fitment Period, to utilise the Licensed Space, at its own costs and risk, for
carrying out activities stated at Point No. 2.2 (e) during the License Period on the terms and
conditions stated herein and derive income from it.
3.1.2 Nothing contained herein, including the act of granting permission to develop the Licensed
Space(s) and use of the developed Licensed Space or any part thereof shall vest or create any
proprietary interest in the Licensed Space or any part thereof including any permanent fixtures,
fittings, etc. installed in the Licensed Space in favour of the Licensee or any part thereof or any
other person claiming through or under the Licensee. The Licensee shall not in any manner sell,
transfer, assign, mortgage, charge, create any lien or otherwise encumber or deal with the
Licensed Space in any manner whatsoever.

3.1.3 Subject to and in accordance with the provisions of this Agreement, the License is hereby
granted and shall oblige or entitle (as the case may be) the Licensee to:
(a) Right of Way, access and Licence of the Property Business Space i.e. built-up area
allotted for the purpose of and to the extent conferred by the provisions of this
Agreement;
(b) manage, operate and maintain the Property Business Space allotted and regulate the
use thereof by third parties;
(c) demand, collect and appropriate revenue from the users for using the property business
area or any part thereof;
(d) perform and fulfil all the Licensee’s obligations under and in accordance with this
Agreement;
(e) bear and pay all costs, expenses and charges in connection with or incidental to the
performance of the obligations of the Licensee under this Agreement; and
(f) neither assign, transfer or sublet or create any lien or Encumbrance on this Agreement,
or the License hereby granted or on the whole or any part of the Property Business
Space nor transfer, License or part possession thereof.

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 Licensing of Property Business Spaces having Area Less Than 100 Sqm at Selected metro stations of Nagpur Metro Rail Project for a period of 09 Years.

3.2. Grant subject to obligation

3.2.1 It is clarified that the rights granted in respect of operation and maintenance of the Property
Business Space under this Article 3 to the Licensee are subject to the conditions attached to
exercise of such rights and performance of its obligations as set out in the Agreement and other
documents executed pursuant to the Agreement.

3.3. License Period

a. The License is hereby granted in favour of the Licensee for a total period of 09 (Nine) years from
the Commencement Date subject to unless otherwise terminated by Maha-Metro or
surrendered by the Licensee, in terms of provisions of this Agreement.
b. The License Period shall commence from the date of handover of the Licensed Space.
c. Tenure of the License Period of any additional space handed over subsequently shall be co-
terminus with above period irrespective of date of actual handing over for such additional space.
d. There shall be a lock in period of one (01) year from the effective date.
e. The Licensee shall have option to exit from this Agreement immediately after completion of lock
in period of 01 (one) year. For it, the Licensee shall have to issue 180 days prior notice to Maha-
Metro. Such prior notice intimation of can be given after six months however option to exit will
be available only after one (01) year.
f. At no time during the License Period, the Licensee shall be allowed to surrender partial Licensed
Space which has been handed over to the Licensee by Maha-Metro.
g. At the end of License Period or in the event of termination of this Agreement prior to completion
of License Period, for any reason whatsoever, all rights given under this Agreement shall cease
to have effect and the Licensed Space shall revert to Maha-Metro, without any obligation to
Maha-Metro to pay or adjust any consideration or other payment to the Licensee.
h. The License Period shall be inclusive of the Fitment Period as applicable for the Licensed Space.
i. On completion/ termination of this Agreement, the Licensee shall hand over the Licensed Space
with normal wear & tear. The Licensee shall be allowed to remove its assets like temporary
structure, furniture, almirahs, air-conditioners, DG sets, equipment’s, etc. without causing
damage to the existing structure. However, the Licensee shall not be allowed to remove any
facility, equipment, fixture, etc. which has become an integral part of the development plan of
the Licensed Space.
j. At the end of the License Period or sooner determination of this Agreement for any reason
whatsoever all rights given under this Agreement shall cease to have effect and the Licensed
Space with all the furniture and fixtures and other assets permanently attached to the Licensed
Space shall revert to Maha-Metro without any obligation on part of Maha-Metro to pay or adjust
any consideration or other payment to the Licensee. The Licensee voluntarily gives Maha-Metro
the right to seal the said Licensed Space(s) and remarket the same as part on its discretion upon
Termination of this Agreement. No claim, compensation or damages will be entertained by
Maha-Metro on this account.
k. The Licensee shall not assign any of its rights or interest in respect to this Agreement in favour of
any company/person(s) at any time and for any reasons whatsoever.
l. The Licensee shall have “First Right of Refusal” at the end of License Period, provided no default
is made in the payments of License fees to Maha-Metro and the Licensee participates in the
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tender invited then and agrees to match the highest bid received. If the Licensee avails the First
Right of Refusal, the new license period shall be deemed to have started from the date of
Issuance of the new LOA and there shall be no fitment period applicable then.
The clause of First Right of refusal shall be applicable to licensee only for one term, further the
licensee shall not be able to claim the clause for second term.

3.4. Sub-leasing/sub-licensing the use of the Licensed Area or any part thereof

The Licensee shall be entitled to sub-license the Licensed space with the prior approval of Maha-
Metro. However, for any such sub-license the following guiding principles shall be scrupulously
observed:
a. The successful bidder/licensee shall be entitled to sub-license, the licensed space, during the
subsistence of the License period with a clear stipulation that sub-licenses granted shall
terminate simultaneously with the termination of the License Agreement (Co-terminus),
including on sooner termination of the License Period for any reason whatsoever. The Sub-
Licensee shall have no right to further sub sub-license the Licensed Space in part or full in any
manner whatsoever.
b. All contracts, agreements or arrangements with sub-licensees shall specifically stipulate this
covenant of termination of the sub-licensee’s rights, and further that the successful bidder /
licensee/sub-licensee shall not have any claim or seek any compensation from Maha-Metro
for any such termination.
c. The successful bidder (Licensee) shall prepare a draft standard format of the sub-license
agreement, which he/she/they shall be required to sign with the sub-licensees for the use of
the Licensed Space based on terms and condition of License Agreement between Maha-Metro
and the Successful Bidder.
d. The Sub-Licensee will be required to maintain with a Scheduled Commercial Bank, acceptable
to Maha-Metro, an Escrow Account as a payment security mechanism to protect the interest
of Maha-Metro. All the revenues of the Sub-licensee from the Licensed space, of whatsoever
nature (including revenue from operation of the Licensed Space, upfront/ onetime payments,
refundable & non-refundable deposits, License fees, maintenance fees and user charges,
revenue from internal billboards/signages etc.) shall be credited to this account and outflows
of cash on account of payments to Maha-Metro and other purposes shall be debited, in
accordance with the provisions of the Leave & License Agreement. Maha-Metro shall have
first charge over the rent receivables only to the extent of amount to be received by Maha-
Metro in that respective year.
e. Responsibility of Licensee: The Licensee shall be solely responsible for all payments due to
Maha Metro under this Agreement. Maha Metro shall have no direct dealings or obligations
with any sub-licensee in this regard.
f. General Condition as to Termination:
a. It is expressly agreed and acknowledged that the Licensee shall not be entitled to
terminate the license agreement entered into with the licensor (Maha Metro) unless
and until all sub-license agreements granted by the Licensee to the Sub-Licensee in
respect of the Licensed Space (or any part thereof) have first been validly and
effectively terminated.

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b. The Licensee shall ensure that any and all Sub-Licensee(s) have vacated the Licensed
Space and that their respective rights under the sub-license agreement (s) have been
fully extinguished prior to initiating or effecting termination of the license agreement
with Maha Metro.
c. Maha Metro shall have no obligation to accept or process any notice of termination
from the Licensee, and such notice shall be deemed invalid and non-binding, unless
the Licensee furnishes documentary evidence, to the satisfaction of the Maha Metro,
that all sub-license arrangements have been lawfully concluded and possession of the
Licensed Space has been restored free of any third-party occupancy or claims.
d. This provision shall be deemed a material condition precedent to the termination of
the primary license agreement between Maha Metro and Licensee, and any attempt
by the Licensee to terminate the agreement without complying with the above shall
be considered null and void.
e. The list of terms to be included in the Sub-Lease Agreement are at “Annexure 5:
Terms and Conditions to be included in the Sub-License Agreement”.
g. The Licensee shall be required to submit a true, complete, and duly executed copy of each
Sub-License Agreement entered into with any Sub-Licensee(s) to Maha Metro within [7] days
of its execution. Such submission shall be made for the records and prior knowledge of Maha
Metro, and shall not in any manner be construed as creating any privity of contract between
Maha Metro and the Sub-Licensee. Failure to submit the copy of the Sub-License Agreement
within the stipulated timeline shall constitute a breach of this Agreement, and Maha Metro
shall be entitled to take such action as it deems appropriate, including but not limited to
issuance of a notice of default.
h. Right of Maha Metro to Disconnect Utilities for Non-Payment by Sub-Licensee
a. In the event the Sub-Licensee(s) fails to pay electricity charges, water charges, or any
other utility charges as and when due, Maha Metro shall have the absolute right,
without prior notice, to suspend or disconnect the respective utility services to the
concerned portion of the Licensed Space occupied by the Sub-Licensee till payment
of dues.
b. Such disconnection or suspension of services shall be at the sole discretion of Maha
Metro and shall not be construed as a breach of any obligation on the part of Maha
Metro. The Licensee shall ensure that the Sub-Licensee is made fully aware of this
provision and accepts the same as a binding condition of occupancy
c. Maha Metro shall not be held liable for any loss, damage, or inconvenience caused to
the Licensee or Sub-Licensee as a result of such disconnection arising due to non-
payment of dues by the Sub-Licensee.
i. The format of standard Sub-License Agreement shall be approved by Maha-Metro before
execution of any sub-license to third party.
j. In case of any deviation from the above-mentioned standard draft sub-license agreements,
Licensee shall obtain the prior written consent and approval of Maha-Metro before entering
into an agreement with a sub-licensee. Maha-Metro reserves the sole right not to give
consent/approval to such a request and no compensation or claim on this account shall be
entertained.

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k. This Agreement executed between Maha-Metro and the Successful Bidder shall form part of
the sub-lease agreement.

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ARTICLE 4 THE CONSIDERATION TO MAHA-METRO

4.1. Consideration to Maha-Metro

4.1.1 The consideration to Maha-Metro shall consist of Annual License Fees, payable as per the
terms of this Agreement.
4.1.2 The financial offer quoted by the Licensee is amounting to Rs. ……….. per Sqm per month
for the base year. The Annual License Fees shall be charged on actual area handed over to
the Successful Bidder / licensee.
4.1.3 The Annual License fee as applicable for the base year shall be computed as follows –
Actual area of
License Fee per
property
Annual Sqm. as quoted
Business 12
License Fees by Licensee *
* space months
= (rate per sqmt
allotted to
per month)
the Licensee.
4.1.4 The license fee shall be escalated by 10% every year on compounding basis.
4.1.5 The charging of License Fees shall commence immediately after the end of Fitment period
i.e. a period of 30 days from the date of handing over of Property Business space to the
Licensee, irrespective of scenario where Fitment Period is exceeding the allowed period of
30 days.
4.1.6 The License fee shall be charged from the 31st day from the date of signing of License
Agreement and shall be charged until the termination/completion of this Agreement.
4.1.7 The Annual License Fees shall be paid on half yearly basis and shall be paid in two
instalments i.e. on 1st April and 1st October, of each calendar year.
4.1.8 The License Fees shall be paid in advance as illustrated below:

The Billing period 1st April – 30th September 1st October –31st March

Period for the issue of

16th February to 15th March 16th August to 15th September
Demand Note
Last Date of payment of
31st March 30th September
Dues to Maha-Metro

4.1.9 The first payment of License Fees applicable for initial 06 months from the date of signing
of License Agreement shall be paid within 30 days of issuance of LOA by Maha-Metro. The
adjustment of License Fees duly considering Fitment Period and pro-rata adjustment to fit
the billing period as mentioned in clause 4.1.8 above shall be taken into consideration while
charging of License Fees applicable for second half of first year tenure (i.e. 06 months to
12 months of the License Period.)
4.1.10 The License Fees shall be paid for complete 06 months tenure from the 3rd payment due to
the Licensee.
4.1.11 In the event if the License Period towards the end of this Agreement is lesser than the
period of three months, then the License Fees shall be paid on pro-rata basis.
4.1.12 In the event of default of Licensee in making payments of License fees, maintenance
charges (as applicable), charges for electric supply, air conditioning charges, taxes or any
other dues towards MAHA-METRO in prescribed time, MAHA-METRO shall be entitled to
discontinue / disconnect the service of electricity /air conditioning / water / sewer etc. in
the Licensed Space and debar the Licensee from availing use of common areas / facilities
(viz., use of stair case / lifts, etc). Apart from the said rights as stated, MAHA-METRO shall
also have the rights including but not limited to restrict the access of Licensee in the
Licensed Space and recover all dues along with interest.

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Any delay in payments of the Annual Licensee Fees, Security Deposit or any other dues
payable by the Licensee shall attract interest @ SBI base rate plus 3% or 15% per annum,
whichever is higher on the amount outstanding (calculated on a per day basis) (max default
90 days), till the time the outstanding payments have been received by Maha-Metro.

4.1.13 The License Fees can be paid by Demand Draft/ Pay Order/NEFT/RTGS in favour of
Maharashtra Metro Rail Corporation Ltd., payable at Nagpur. The designated account
number for Maha-Metro and IFSC Code for crediting the License fees will be provided in
the demand note generated.

4.1.14 In the event if the Licensee fails to take-over the possession of the Property Business Space
on the date communicated by Maha-Metro, the License Period shall be deemed to have
commenced from effective date, irrespective of the date of actual handing over of the
Property Business Space.
4.1.15 In case of extension of the Commencement Date or Fitment Period or both, as the case
may be, for whatsoever reason, the escalation on the License Fee and common area
maintenance charges shall be counted from the Commencement Date.

4.2. Common Area Maintenance

a. The Licensee shall also be required to pay Common Area Maintenance Fees for the respective
Property Business Space allotted to him. A Half-yearly Common Area Maintenance Charges of
Rs 300/- per sqm + GST/taxes as applicable, of actual area of the Licensed Space shall be
payable to Maha-Metro along with the advance License Fees. For consequent License Period,
the common area maintenance fees shall be in accordance with the timely revision made by
Maha-Metro in this regard.
b. The charging of Common Area Maintenance Fees shall commence immediately after the end
of Fitment period i.e. a period of 30 days from the date of handing over of Property Business
space to the Licensee, irrespective of scenario where fitment period is exceeding the allowed
period of 30 days.

4.3. Facilitation Charges:

A non-refundable, facilitation charges (inclusive of GST) during fitment period, to be levied as

per table below, per shop / location per station as applicable would also be paid to Maha-
Metro.

Sr. Area of the PD/PB space Fix charges in fitment period

No. (in Sq. Feet) (Rs. / month)
1 Up-to 1000 3,000.00

4.4. Other Conditions

a. In case of extension of the Commencement Date or Fitment Period or both, as the case may
be, for whatsoever reason, the escalation on the License Fee and common area maintenance
fee shall be counted from the commencement date only.
b. The account shall be reconciled by Maha-Metro on annual basis.

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c. 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. In
the events of non-receipt of any invoice, the Licensee agrees to collect the same from the
office of authorized representative of the Licensor.
d. Licensee shall periodically advise the details of payment deposited with Maha-Metro. In the
case of non-submission of such details, initially Third-Party dues i.e. statutory dues/ liabilities
shall be settled (mandatory liabilities of Maha-Metro), then others dues/ liabilities like
electricity, etc. and lastly the Annual License fee shall be accounted for.
e. If the Licensee fails to pay or partly pay the Annual license fee and/or any other dues required
to be paid as per terms and condition of this Agreement by the due date, this shall constitute
as Material Breach of Contract as per clause 15.2.1 (b), making the Licensee liable for actions
as per clause 15.3 of the License Agreement, and licensee will be blacklisted for the period of
three years for participating in the tenders of Maha-Metro.
f. In the event of default of Licensee in making payments of License fees, maintenance charges
(as applicable), charges for electric supply, air conditioning charges, taxes or any other dues
towards Maha-Metro in prescribed time, Maha-Metro shall be entitled to discontinue /
disconnect the service of electricity /air conditioning etc. in Licensed Space and debar the
Licensee from availing use of common areas / facilities (viz., use of staircase / lifts, etc). Apart
from the said rights as stated, Maha-Metro shall also have the rights including but not limited
to restrict the access of Licensee in the Licensed Space and recover all dues along with interest.
g. In case Licensee makes default in payment of License Fees for 3 (three) times during the entire
License Period, this Agreement shall be liable for termination by Maha-Metro.
h. Other charges as applicable and detailed in this Agreement will have to be borne by the
Licensee.
i. All payments of License Fees be made by Licensee through online payment gateway mode,
Demand draft and Cheques in the Bank Account of Maha-Metro. The information of E-
Payment Gateway available on E-Tendering Website https://mahametrorail.etenders.in.

4.5. Taxes and Penalties

4.5.1. The applicable Goods and Service Tax (GST)along with applicable cess (if any) or any other
taxes as applicable shall be payable extra, as applicable, from time to time.
4.5.2. All other statutory taxes, statutory dues, local levies, third party dues (i.e. electricity
consumption charges etc.) as applicable shall be charged extra and shall have to be remitted
along with the License Fees for onward remittance to the respective Government agencies.
4.5.3. The Licensee shall indemnify Maha-Metro from any claims that may arise from the statutory
authorities in connection with this tender document / license agreement. Any change in Tax
structure or Govt. guidelines will be imposed on the property business space separately.
4.5.4. In the event of termination of this Agreement before completion of the Lock in period, the
License Fees and any other payment along with Security Deposit as the case may be submitted
to Maha-Metro till date shall be forfeited and the Licensee shall be blacklisted.

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4.6. Fixed Rental Charges:

4.6.1. The licensee will have to pay fixed rental charges as per approved rate as per Maha-Metro’s
policy. The Licensee will have to declare the load required for the Property Business Space at
the time of possession of the Property Business Space as per (Annexure-A). Depending on the
load the fixed rental charges will be levied by Maha-Metro, which will be revised yearly during
the License Period. Licensee shall have to maintain its power demand within the declared load.
However, the Licensee if request for additional power load the Maha-Metro will provide the
same with the fixed charges applicable for increased load. Licensee will have to apply the same
one month in advance.

Sr. Monthly fixed rental Charges (Rs. / kW / month)

Establishments
No. 2025-26 2026-27 2027-28

1 Normal Shop 3900 3810 3760

2 Cold Storage 4230 4140 4080

4.6.2. The responsible persons, one each from O&M team, Accounts / finance team and third-party
user representative will check the connected load initially and at surprise visits and will sign
the report as per Annexure-A.

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ARTICLE 5 OBLIGATIONS OF THE Licensee

5.1. Obligations of the Licensee

5.1.1. The Licensee’s Responsibilities and Duties shall include the following, in addition to and
without prejudice to other obligations under this Agreement:
a. to obtain due permits, necessary approvals, clearances and sanctions from Maha-Metro
and all other competent authorities for all activities or infrastructure facilities including
interior decoration, power, waste disposal, telecommunication, etc.;
b. to comply and observe at all times with all Applicable Permits, approvals and Applicable
Laws in the performance of its obligations under this Agreement including those being
performed by any of its contractors;
c. to develop, operate and maintain the Licensed Space at all times in conformity with this
Agreement;
d. to furnish Maha-Metro with the “As built” Drawings of the Licensed Space(s) within the
Fitment Period;
e. to ensure that no structural damage is caused to the existing buildings and other
permanent structures at the station as a result of his activities or any of its agents,
contractors etc.;
f. to take all reasonable steps to protect the environment (both on and off the property
business space) and to limit damage and nuisance to people and property resulting from
construction and operations, within guidelines specified as per Applicable Laws and
Applicable Permits;
g. to duly supervise, monitor and control the activities of contractors, agents, etc., if any,
under their respective License Agreements as may be necessary;
h. to take all responsible precautions for the prevention of accidents on or about the
property business space and provide all reasonable assistance and emergency medical aid
to accident victims;
i. not to permit any person, claiming through or under the Licensee, to create or place any
encumbrance or security interest over whole or any part of the Licensed Space and/or
other installed assets, or on any rights of the Licensee therein or under this Agreement,
save and except as expressly permitted in this Agreement;
j. to keep the Licensed Space free from all unnecessary obstruction during execution of
works and store the equipment or surplus materials, dispose of such equipment or surplus
materials in a manner that causes least inconvenience to the Metro Station, metro
commuters or Maha-Metro’s activities.
k. at all times, to afford access to the Licensed Space to the authorised representatives of
Maha-Metro, other persons duly authorised by any Governmental Agency having
jurisdiction over the business of Licensed Property Business Space, to inspect the Licensed
Property Business Space and to investigate any matter within their authority and upon
reasonable notice; and
l. use non-combustible material in the allotted space for creation/erection/installation of
any kind of furniture, fixtures and or partitions within the space. Use of combustible

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material within the property business space shall not be permitted under any
circumstances.
m. to comply with the divestment requirements and hand over the Licensed Property
Business Space to Maha-Metro upon Termination of this Agreement;
5.1.2. The Licensee shall be solely and primarily responsible to Maha-Metro for observance of all
the provisions of this Agreement on behalf of its employees and representatives and agents
and any person acting under or for and on behalf of the Licensee, contractor (s) appointed
for the Licensed Space as fully as if they were the acts or defaults of the Licensee, its agents
or employees.
5.1.3. 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
circulars issued by Maha-Metro in this regard.

5.1.4. No tenancy/sub-tenancy is being created by Maha-Metro in favour of Licensee under or in

pursuance of this Agreement and it is distinctly & clearly understood, agreed and declared
by/ between the parties hereto that:

a. The Licensee shall not have or claim any interest in the said licensed space as a
tenant/sub-tenant or otherwise.
b. The rights, which Licensee shall have in relation to the said licensed space, are only those
set out in this Agreement.
c. The relationship between Maha-Metro and Licensee under and/or in pursuance of this
Agreement is as between Principal and Principal. Consequently, neither party shall be
entitled to represent the other and/or make any commitment on behalf of and/or with
traders or any other party. Furthermore, no relationship in the nature of Principal Agent
or Partnership or Association of persons is hereby being created or intended to be
created between Maha-Metro on the one hand and Licensee on the other hand in
connection with and/or relating business to be operated by Licensee at the said Licensed
Space.

5.2. Employment of trained personnel

a. The Licensee shall ensure that the personnel engaged by it in the performance of its
obligations under this Agreement are at all times properly trained for their respective
functions.
b. 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.

5.3. Authorised Representative.

5.3.1. 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 Maha-Metro in respect of the Property
Business Space and issues relating to or arising out of the Agreement.

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5.3.2. 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 Property business space,
against such conduct. The Licensee along with his Contractors (if any) shall disclose a list of all
their employees and workmen, who are involved in the operation and maintenance of the
property business space. The Licensee shall ensure that under no circumstances, the
employees and workmen of the Licensee or any Contractor, are otherwise deemed to be
employees of Maha-Metro.

5.4. Obligation with respect to Taxes, duties

5.4.1. The Licensee shall be solely responsible to pay all other statutory taxes, statutory dues, local
levies, Property tax (proportionate to the Property Business space) as applicable on the
agreement. The said taxes and all other third-party dues (i.e. electricity consumption charges
etc.) as applicable shall be charged extra and shall have to be remitted along with the license
fees for onward remittance to the Government. The Licensee shall indemnify Maha-Metro
from any claims that may arise from the statutory authorities in connection with this tender
document / license agreement. Any change in Tax structure like introduction of GST as per
Govt. guidelines will also be applicable.
5.4.2. Any new levies, taxes, cess etc. if any, imposed by Government Authorities on Maha-Metro
for awarding the contract shall be recovered from the Bidder separately by Maha-Metro.
However, it is to be noted that Income tax if any which is imposed on Maha-Metro shall be
borne by Maha-Metro only.
5.4.3. Payment of stamp duty on execution & registration of this Agreement, if any, to be executed
in pursuance of this bid shall be solely borne by Licensee.
5.4.4. If the Licensee fails to pay any Taxes, charges, outgoings payments etc., which expenses he is
required to bear, and the same are instead paid by Maha-Metro, then Maha-Metro shall be
entitled, to be reimbursed for such amounts by the Licensee along with interest at a rate of
15% (Fifteen percent) per annum. In addition, the Licensee shall pay as damages to Maha-
Metro @ 25% (Twenty Five Percent) of the sum total of amount paid by Maha-Metro and
interest payable to Maha-Metro.

5.5. Approvals & Licences

5.5.1. The Licensee shall observe and conform to all Applicable Laws relating to its business the
Property Business Space, the Property Business Space in any way and in particular but not
limited to all public and labour related issues including health and sanitation in force for the
time being. The Licensee shall ensure and shall remain responsible that its Contractors and
End Users shall also adhere with Applicable Laws as required in the Agreement.
5.5.2. The Licensee shall at all times, obtain and keep valid all Applicable Permits, which are required
by Applicable Law, to undertake the Property Business Space. The Licensee shall at all times
comply all laws in force in India.
5.5.3. Without prejudice to the foregoing:
o The Licensee and its Contractors shall be responsible to ensure compliance with the
provision of the Minimum Wages Act, 1948 and the Rules made thereunder.
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o The Licensee and its Contractors shall be responsible to ensure compliance with the
provisions of the Apprentice Act, 1961 and the Rules and orders issued thereunder from
time to time in respect of apprentices.
o The Licensee and its Sub-Contractors shall comply with the provisions of the Payment of
Wages Act, 1936 and the rules thereunder.
o The Licensee shall comply with the provisions of all labour laws, rules & Regulations in
force and as modified from time to time, wherever applicable.
o The Licensee shall be responsible for the safety of all employees directly or through
Contractor employed by it on the property business space and shall report serious
accidents to any of them however and wherever occurring on the Licensed Space to
Maha-Metro Representative and shall make every arrangement to render all possible
assistance.
o For the purposes of all Applicable Laws, the Licensee shall be deemed to be the principal
employer of all workers working at the Licensed Space. The Licensee shall indemnify
Maha-Metro from and against any Liabilities under any of the Acts or Rules thereunder
mentioned in this Article or any other Applicable Laws, and in case through order of any
Government Authority, Maha-Metro has to pay any compensation in respect of the
Licensed Spaces, Maha-Metro shall recover such amount of compensation so paid from
the Security Deposit or the Escrow Account or otherwise from the Licensee under these
conditions.

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ARTICLE 6 OBLIGATIONS OF THE AUTHORITY

6.1. Obligations of Maha-Metro

6.1.1. The Maha-Metro shall, at its own cost and expenses undertake, comply with and perform all
its obligations set out in this Agreement or arising hereunder.
6.1.2. The Maha-Metro 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) grant the Licensee the right of way to the respective Property Business Space where the
Licensee is selected as Highest Bidder.
(b) ensure that no barriers are erected or placed on or about the Property Business Space 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;
(c) 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;
(d) support, cooperate with and facilitate the Licensee in the usage, operation and
maintenance of the Property Business Space allotted in accordance with the provisions of
this Agreement;

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ARTICLE 7 REPRESENTATIONS AND WARRANTIES

7.1. Representations and warranties of the Licensee

The Licensee represents and warrants to Maha-Metro 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 property business space 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;

(f) 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;

(i) it has 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) all its rights and interests in the Property Business Space shall pass to and vest in Maha-Metro
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 Maha-Metro, and that none of the Licensed Space’s Assets
shall be acquired by it, subject to any agreement under which a security interest or other lien
or Encumbrance is retained by any person, save and except as expressly provided in this
Agreement;

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(k) no sums, in cash or kind, have been paid or will be paid, by it or on its behalf, to any person by
way of fees, commission or otherwise for securing the License or entering into this Agreement
or for influencing or attempting to influence any officer or employee of Maha-Metro in
connection therewith; and

(l) all information 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.

7.2. Representations and warranties of Maha-Metro

The Maha-Metro 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) it has the financial standing and capacity to perform its obligations under this Agreement;
(d) 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 Maha-Metro’s ability to perform its obligations
under this Agreement;
(f) it has complied with Applicable Laws in all material respects;
(g) it has the right, power and authority to manage and operate the Licensed Space up to the
Effective Date; and
(h) it has good and valid ownership of the property business space, and has power and authority
to grant a licence in respect thereto to the Licensee.

7.3. 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.

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ARTICLE 8 DISCLAIMER
8.1. Disclaimer

8.1.1. The Licensee acknowledges that prior to the execution of this Agreement, the Licensee has,
after a complete and careful examination, made an independent evaluation of the Request
for Proposal, Scope of the Licensed Space, Specifications and Standards, existing structures,
local conditions, traffic volumes and all information provided by Maha-Metro or obtained,
procured or gathered otherwise, and has determined to its satisfaction the accuracy or
otherwise thereof and the nature and extent of difficulties, risks and hazards as are likely to
arise or may be faced by it in the course of performance of its obligations hereunder. Maha-
Metro makes no representation whatsoever, express, implicit or otherwise, regarding the
accuracy, adequacy, correctness, reliability and/or completeness of any assessment,
assumptions, statement or information provided by it and the Licensee confirms that it shall
have no claim whatsoever against Maha-Metro in this regard.
8.1.2. Licensee acknowledges that prior to execution of this Agreement, they have extensively
studied and analysed and satisfied itself about all the requirement of this License Agreement
including but not limited to market and market conditions.
8.1.3. Licensee acknowledges that prior to execution of this Agreement, they have carefully assessed
of intended earnings from said business and that they will be fully responsible for all its
assessment in this regard.
8.1.4. Licensee confirms having seen / visited / assessed the intent of this Agreement and fully
understands and comprehends the technical, financial, commercial and investment
requirements.
8.1.5. Licensee also confirms that it has fully analysed to their fullest satisfaction, business viability
of the Licensee and hereby voluntarily and unequivocally agrees not to seek any claim,
damages, compensation or any other consideration, whatsoever on this account.
8.1.6. Licensee hereby undertakes that as on date

o Maha-Metro/MOUD/MOUHUA/GoI/Govt. of Maharashtra has not banned business with

the Licensee or Any Central/State Government Department/PSU/Other Government
entity or local body has not have banned business with the licensee which is applicable to
all ministries (approved by the Committee of Economic Secretaries, Ministry of
Commerce).
8.1.7. The Licensee acknowledges and hereby accepts the risk of inadequacy, mistake or error in or
relating to any of the matters set forth in Clause 8.1.1 above and hereby acknowledges and
agrees that Maha-Metro shall not be liable for the same in any manner whatsoever to the
Licensee or any person claiming through.

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ARTICLE 9 SECURITY DEPOSIT

9.1. Security Deposit

9.1.1. The Licensee shall, for the performance of its obligations hereunder during the entire License
Period, provide to Maha-Metro within 30 Days of Letter of Acceptance, a Security Deposit for
Amount equivalent to 09 (nine) Months license fees for the base year for each Property
Business Space.
9.1.2. The Security Deposit shall be submitted in the form of Cash/Demand Draft/Account Payee
Cheque/NEFT/RTGS and shall be retained by authority for the entire License Period. The EMD/
Bid Security already submitted with bid shall be adjusted with the Security Deposit, in case of
successful bidder / Licensee, balance amount shall be paid by the Licensee to “Maharashtra
Metro Rail Corporation Limited”.
9.1.3. The Security Deposit shall be with Maha-Metro for the entire License Period and shall be
treated as “Interest Free deposits”.
9.1.4. The Interest Free Security Deposit for the Property Business Space shall be equal to 09 (nine)
Months license rental and renewed every three years for similar amount after incorporating
escalation.
The interest free security deposit is proposed to be submitted in manner as follows –
o Up to Rs. 10 Lakhs in the form of DD/PO/ Online Account transfer.
o For amount more than Rs. 10 Lakhs, first Rs. 10 Lakhs in the form of DD/PO/ Online
Account transfer; amount exceeding Rs. 10 Lakhs, minimum 50% in the form of DD/PO/
Online Account transfer (subject to maximum of Rs. 50.00 Lakhs) & balance amount in
the form of Bank Guarantee.
9.1.5. The Interest Free Security Deposit shall be escalated by 20% on compounding basis after
completion of every three (3) years on compounding basis.
9.1.6. It is to be noted that the Bid Security shall be adjusted in the Security Deposit only when the
other conditions precedents for signing of this Agreement are fulfilled by the Licensee.
9.1.7. Maha-Metro shall encash/adjust the Security Deposit against penalties as levied upon the
Licensee during the License Period.

9.2. Appropriation of Security Deposit

Upon occurrence of a Licensee’s Default, Maha-Metro shall, without prejudice to its other rights
and remedies hereunder or in law, be entitled to encash and appropriate the relevant amounts
from the Security Deposit as Damages for such Licensee Default or failure to meet any Condition
Precedent. Upon such encashment and appropriation from the Security Deposit, the Licensee
shall, within 30 (thirty) days thereof, replenish, in case of partial appropriation, to its original level
the Security Deposit, and in case of appropriation of the entire Security Deposit provide a fresh
Security Deposit, as the case may be, and the Licensee shall, within the time so granted, replenish
or furnish fresh Security Deposit as aforesaid failing which Maha-Metro shall be entitled to
terminate this Agreement. Upon replenishment or furnishing of a fresh Security Deposit, 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 not curing its default
within such Cure Period, Maha-Metro shall be entitled to encash and appropriate such Security

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Deposit as Damages, and to terminate this Agreement in accordance with Article 15.

9.3. Release of Security Deposit

The Security Deposit amounting to Rs. ……………./- (Rupees ………….. Lakhs) shall remain in force
and effect for the entire License Period. This Security Deposit shall be released upon Completion
of entire License Period and/or the termination (payable only in the event of non-Licensee
default) date whichever is earlier. The Security Deposit shall be released subject to Maha-Metro’s
right to receive or recover amounts if any due from Licensee under this Agreement. No interest
shall be paid on the Security Deposit.

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ARTICLE 10 ENTRY TO COMMERCIAL SERVICE

10.1. Effective Date

The Effective Date shall mean the date of handing over of possession or date mentioned in letter
or notice for taking over possession of the Licensed Space, whichever is later. However, in case
the Licensee fails to take-over the possession of the Property Business space within the date
stipulated by Maha-Metro, the Effective Date shall be deemed to have commenced from the
date of signing of License Agreement, irrespective of date of actual handing over of the Property
Business space.

10.2. Commercial Operation Date (COD)

The Commercial Operation Date (COD) shall mean the immediate date upon completion of
Fitment period.
10.3. Fitment Period

For carrying out the fit-outs, finishing works etc., Licensee would be permitted a rent-free
Fitment Period of 30 days from the date of handing over of the Property Business Space. The
Licensee shall have to complete in all respects the development of the Licensed Space, within
the period of 30 days from the date of ‘handing over’ of the space by MAHA-METRO under this
Agreement, as License Fees would be applicable after expiry of 30 days rent free Fitment Period.
This Agreement shall be valid for the License Period effective from the date of handover of
property business space, irrespective of extension of Fitment Period by Maha-Metro. The
License Fees shall commence immediately after expiry of applicable rent-free Fitment period.
The escalation on License Fees shall be counted from the commencement date of the License
Period.

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ARTICLE 11 OPERATION AND MAINTENANCE

11.1. O&M obligations of the Licensee

11.1.1. During the Operation Period, the Licensee shall operate and maintain the Licensed Space in
accordance with this Agreement and if required, modify, repair or otherwise make
improvements to the Licensed Space to comply with the provisions of this Agreement,
Applicable Laws and Applicable Permits, and conform to Specifications and Standards and
Good Industry Practice. The obligations of the Licensee hereunder shall include:

(a) permitting safe, smooth and uninterrupted flow of visitors on the Licensed Space
during normal operating conditions;
(b) undertaking routine maintenance including prompt repairs;
(c) undertaking routine maintenance of equipment if any;
(d) preventing, with the assistance of concerned law enforcement agencies, any
unauthorised use of the Licensed space;
(e) preventing, with the assistance of the concerned law enforcement agencies, any
encroachments on the Licnesed Space;
(f) protection of the environment and provision of equipment and materials therefore;
(g) operation and maintenance of all communication, control and administrative systems
necessary for the efficient operation of the Licensed Space;
(h) maintaining a public relations unit to interface with and attend to suggestions from
the Users, government agencies, media and other agencies; and
(i) complying with Safety Requirements in accordance with Article 18.

11.1.2. The usage of property business space shall be in accordance with the activities as listed in

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11.1.3. Annexure – 2 : List of Preferable Activities and Banned/Dis-allowed Activities.

11.1.4. Licensee shall keep and maintain the Licensed Space in neat & clean, safe & sound condition
by maintaining it properly at their own cost during the License Period. Licensee shall bear the
cost of minor day-to-day repairs, annual refurbishing and routine special repairs required due
to normal wear & tear with the efflux of time or due to planning/ constructional defects
remained during augmentation of the Licensed Space. Any defective, weak or corroded
structure should be replaced immediately with new proper structure after due certification
from reputed agency.
11.1.5. Licensee shall ensure that all electrical wiring, power outlets and gadgets used are maintained
properly, guarded against short circuits / fires. The instructions of Maha-Metro’s electrical
inspectors/ authorized representative shall be complied by the licensee at its own cost.
11.1.6. Licensee shall ensure that fire detection and suppression measures installed inside the
Licensed Space are kept in good working condition at all times. The Fire extinguishers must be
regularly checked & refilled and must be visible & easily accessible at all times of emergency.
The Licensee’s staff must be capable of addressing the safety issues during any emergency
including operation of fire extinguisher.
11.1.7. In case of accident caused due to negligence of the Licensee resulting into injury/ death to
Maha-Metro employees/ other users/ any person or loss to Maha-Metro property, Licensee
shall compensate the loss(es), pay compensation without prejudice to other actions under this
Agreement at the sole discretion of Maha-Metro, including termination of this Agreement,
and Licensee will be blacklisted for a period of three years for participating in the tenders of
Maha-Metro.
11.1.8. The Licensee voluntarily and unequivocally agrees not to seek any claims, damages,
compensation or any other consideration whatsoever because of implementing the
instruction issued by Maha-Metro fire officer, electrical inspector, Security officer or their
authorized representatives from time to time.
11.1.9. The overall control and supervision of the Licensed Space shall remain vested with Maha-
Metro who shall have right to inspect the whole or part of the Licensed Spaces as and when
considered necessary, with respect to its bonafide use and in connection with fulfillment of
the other terms and conditions of the license agreement.
11.1.10. The Licensee voluntarily and unequivocally agrees to provide un-fettered access to
the fire officer & other officials of Maha-Metro for inspection of Licensed Space or for repair
of Maha-Metro utilities passing through the Licensed Space at any time and to abide by and
comply with all instructions as may be indicated by the fire officer & other officials. If any
fixtures or utility relating to operation of the MRTS (Metro) is running through the licensed
area, proper protection as advised by Maha-Metro shall be done by Licensee.
11.1.11. Licensee and its employees or other persons involved in the execution of the work shall not,
in any way, impinge on the safety and security of metro operations, passenger safety, safety
of metro properties and its assets.
11.1.12. The Licensee and their authorized representatives shall have free access to the licensed
spaces at all the times. The necessary identity cards to such person(s) shall be issued by

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Maha-Metro in accordance with its extant policy. However, entry into paid area or travelling
by Metro trains shall be as per general policy to Maha-Metro commuters.
11.1.13. Encroachment: The Licensee shall not encroach up common areas/circulating areas or any
other space, and restrict their operation to within the Licensed Space. In case, the Licensee
encroaches upon the common area, circulating area or any other space then a fine/
compensation @ Rs.1,000/- on the first occasion, Rs.2,000/- on the second occasion and
Rs.3,000/- after second occasion shall be imposed by Maha-Metro. Thereafter Maha-Metro
reserves the right to revoke the license for breach of contract.
11.1.14. Further, Maha-Metro can impose the fine on Licensee up to Rs.5,000/- per offence on the
following offenses:
i. Any staff of Licensee found in drunken condition/ indulging in bad conduct.
ii. Any staff of the Licensee found creating nuisance.
iii. Improper maintenance & defacement of the Metro Property.
iv. Dishonour of drafts and Cheques given by Licensee in favour of Maha-Metro.
v. Misbehaviour with staff and commuters of Maha-Metro.
vi. Not following safety and security norms as may be indicated by authorized
representative of Maha-Metro.
vii. Any staff of the Licensee found without uniform and ID Card and/or found creating
nuisance on duty.
viii. Not following the instructions issued by Maha-Metro authorities from time to time
11.1.15. The option to impose fine, penalty, etc. under this License Agreement shall be exercised by
Maha-Metro official not below the rank of Deputy General Manager (DGM).
11.1.16. It shall be sole responsibility of the Licensee to maintain law and order in its Licensed Space.
Maha-Metro shall, in no way, will be responsible/accountable of any mis-happenings in the
Licensed Space given on License basis to the Licensee.

11.2. Maintenance Requirements

11.2.1. The Licensee shall at all times during the Operation Period of the Licensed Space conforms to
the maintenance requirements. The Licensee shall repair or rectify any defect or deficiency
occurred during Operation & Maintenance of the Licensed Space. The obligations of the
Licensee in respect of maintenance requirements shall include repair and rectification of the
defects and deficiencies occurred during operation of the Licensed Space.

11.3. Safety, breakdowns and accidents

11.3.1. The Licensee shall ensure safe conditions within the Licensed Space and surrounding areas,
and in the event of unsafe conditions, breakdowns and accidents, it shall follow the relevant
operating procedures. Such procedures shall conform to the provisions of this Agreement,
Applicable Laws, Applicable Permits and Good Industry Practice.

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11.4. De-commissioning due to Emergency

11.4.1. If in the reasonable opinion of the Licensee, there exists an Emergency which warrants de-
commissioning and closure of the whole or any part of the property business space, the
Licensee shall be entitled to de-commission and close the whole or any part of the Property
Business Space allotted to him so long as such Emergency and the consequences thereof
warrant; provided that such decommissioning and particulars thereof shall be notified by the
Licensee to Maha-Metro without any delay, and the Licensee shall diligently carry out and
abide by any reasonable directions that Maha-Metro may give for dealing with such
Emergency.
11.4.2. The Licensee shall re-commission the operations and maintenance of the Licensed Space or
the affected part thereof as quickly as possible after the circumstances leading to its
decommissioning and closure have ceased to exist or have so abated as to enable the Licensee
to re-commission the property business space /Licensed Space. However, the
recommissioning of the space be done only after the written approval of Maha-Metro.

11.5. Maha-Metro’s right to take remedial measures.

11.5.1. In the event the Licensee does not maintain and/or repair the Licensed Spaces and such
breach is causing or likely to cause the safety and security of a public at a large, Maha-Metro
shall, without prejudice to its rights under this Agreement including Termination thereof, be
entitled to undertake such remedial measures at the risk and cost of the Licensee, and to
recover its cost from the Licensee. In addition to recovery of the aforesaid cost, a sum equal
to 25% (twenty five percent) of such cost shall be paid by the Licensee to Maha-Metro as
Damages.
11.5.2. Maha-Metro shall have the right, and the Licensee hereby expressly grants to Maha-Metro
the right, to recover the costs and Damages specified in Clause 11.5.1 above.

11.6. Overriding powers of Maha-Metro

11.6.1. If in the reasonable opinion of Maha-Metro, the Licensee is in material breach of its obligations
under this Agreement and, in particular, the maintenance requirements, and such breach is
causing or likely to cause material hardship or danger to the Users, Maha-Metro may, without
prejudice to any of its rights under this Agreement including Termination thereof, by notice
require the Licensee to take reasonable measures immediately for rectifying or removing such
hardship or danger, as the case may be.
11.6.2. In the event that the Licensee, upon notice under Clause 11.6.1, fails to rectify or remove any
hardship or danger within a reasonable period, Maha-Metro may exercise overriding powers
under this Clause 11.6.2 and take over the performance of any or all the obligations of the
Licensee to the extent deemed necessary by it for rectifying or removing such hardship or
danger; provided that the exercise of such overriding powers by Maha-Metro shall be of no
greater scope and of no longer duration than is reasonably required hereunder; provided
further that any costs and expenses incurred by Maha-Metro in discharge of its obligations
hereunder shall be deemed to be O&M Expenses, and Maha-Metro shall be entitled to recover
them from the Licensee in accordance with the provisions of Clause 11.5 along with the
Damages specified therein.

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11.6.3. In the event of a national emergency, civil commotion or any other act specified in Clause
11.4, Maha-Metro may take over the performance of any or all the obligations of the Licensee
to the extent deemed necessary by it or as directed by the Government, and exercise such
control over the Licensed Space or give such directions to the Licensee as may be deemed
necessary; provided that the exercise of such overriding powers by Maha-Metro shall be of
no greater scope and of no longer duration than is reasonably required in the circumstances
which caused the exercise of such overriding power by Maha-Metro. For the avoidance of
doubt, it is agreed that the consequences of such action shall be dealt in accordance with the
provisions of Article 26. It is also agreed that the Licensee shall comply with such instructions
as Maha-Metro may issue in pursuance of the provisions of this Clause 11.6, and shall provide
assistance and cooperation to Maha-Metro, on a best effort basis, for performance of its
obligations hereunder.

11.7. Restoration of loss or damage to Licensed Space

11.7.1. Save and except as otherwise expressly provided in this Agreement, in the event that the
Property Business Space or any part thereof suffers any loss or damage during the License
Period from any cause whatsoever, the Licensee shall, at its cost and expense, rectify and
remedy such loss or damage forthwith so that the builtup area allotted conforms to the
provisions of this Agreement.

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ARTICLE 12 INDEMNITY AND INSURANCE

12.1. Insurance

12.1.1. The Licensee shall, at its own cost and expenses, purchase and maintain during the License
Period insurance to cover against:

a. Loss, damage or destruction of the Licensed Space, at replacement value;

b. The Licensee’s general liability arising out of this Agreement;
c. Liability to third parties; Injury, disability and death of licensee’s employee.
d. The risks that may devolve on Maha-Metro as a consequence of any act of negligence or
omission by the Licensee or its employees, agents, contractors etc.; and

Any other insurance that may be necessary under and in accordance with the financing
documents, Applicable Laws to protect the Licensee and its employees, including all Force
Majeure Events that are insurable, and not otherwise covered in items above. The Licensee
within 45 days from the date of handing over of Property Business Spaces , shall submit copy
of insurance to Maha-Metro.

12.1.2. The aggregate of the maximum sums insured under the insurance taken out by the Licensee
pursuant to this Article 12 are herein referred to as the “Insurance Cover”.

12.1.3. The Licensee shall, immediately upon obtaining any insurance policy as per the requirement
of this Agreement, provide to Maha-Metro copies or appropriate endorsements, certifications
or other satisfactory evidence of insurance including copies of all premium payment receipts
or renewals of all such insurance policies.

12.1.4. Such insurance shall not be cancelled, changed or terminated until the expiration of at least
45 (forty-five) days after written notice of such cancellation, change or Termination has been
given to Maha-Metro in writing. If at any point of time the Licensee fails to maintain in force
and effect any or all of the insurance policies required under this Agreement, Maha-Metro
may, at its option, purchase and maintain such insurance at the cost and expense of the
Licensee. All sums incurred by Maha-Metro thereon shall be reimbursed by the Licensee
forthwith on demand, failing which the same shall be recovered by the Maha-Metro from the
Security Deposit of the Licensee.
12.1.5. In the event of default i.e. failure of the Licensee to maintain the Insurance Cover, the Licensee
agrees and undertakes to indemnify and hold the Maha-Metro harmless against any and all
liabilities, losses, damages, claims, expenses suffered by the Maha-Metro.

12.2. Indemnity
12.2.1. The Licensee hereby undertakes to indemnify, defend, save and hold harmless Maha-Metro
and its officers, servants, agents, (hereinafter referred to as the “Licensor’s Indemnified
Persons”) against any and all suits, proceedings, actions, demands and claims from third
parties for any loss, damage, cost and expense of whatsoever kind and nature, whether arising
out of any breach by the Licensee of any of its obligations under this Agreement or any related
agreement or Applicable Laws or from any negligence of the Licensee under contract or tort
or on any other ground whatsoever.

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12.2.2. The Licensee hereby undertakes to indemnify and hold Licensor Indemnified Persons harmless
against all costs, damages, liabilities, expenses arising out of any third-party claims, relating to
non- completion of the Fit-Out Activities; quality of the Fit-out Activities, the activities related
to development and operations of the Licensed Space(s).

12.2.3. The Licensee hereby undertakes to indemnify Licensor Indemnified Persons against all losses
and claims in respect of death or injury to any person or loss or damage to any property which
may arise out of or in consequence of the execution and completion of works and remedying
defects therein and against all claims, proceedings, damages, costs charges and expenses
whatsoever in respect thereof or in relation thereto.

12.2.4. The Licensee hereby indemnifies Licensor Indemnified Persons against any loss or damage to
Property business space or otherwise for any act and omission of the Licensee including for
breach of License Agreement or any Applicable Law by Licensee as the case may be.

12.2.5. The Licensee hereby undertakes that Licensor Indemnified Persons shall not be liable for or in
respect of any damages or compensation payable to any workman or other person in the
employment of Licensee or any of its contractors / sub-contractors. The Licensee shall
indemnify and keep indemnified Licensor Indemnified Persons against all such damages and
compensation, all claims’ proceedings, damages, costs, charges and expenses whatsoever in
respect thereof or in relation thereto.
12.2.6. Survival on Termination

The provisions of this Clause ‘12.2’ shall survive Termination.

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ARTICLE 13 MONITORING OF OPERATION AND MAINTENANCE

13.1. Reports of unusual occurrence

The Licensee shall, prior to the close of each day, send to Maha-Metro, by facsimile or e-mail, a
report stating accidents and unusual occurrences on the License Space relating to the safety and
security of the users/commuters and the Nagpur Metro Rail Project. For the purposes of this
Clause, accidents and unusual occurrences on the Licensed Space shall include:
(a) death or injury to any person;
(b) damaged or dislodging of equipment;
(c) any obstruction on the Licensed Spa ce, which results in slow down of the services being
provided by the Licensee or which may result in slowdown of the services provided by
the Authority;
(d) communication failure affecting the operation of the Licensed Space;
(e) smoke or fire;
(f) flooding of Licensed Space; and
(g) such other relevant information as may be required by Maha-Metro.

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ARTICLE 14 FORCE MAJEURE

14.1. Force Majeure

14.1.1. Neither Maha-Metro nor Licensee shall be liable for any inability to fulfil their commitments
and obligations hereunder occasioned in whole or in part by Force Majeure, any of the
following events resulting in material adverse effect, shall constitute force majeure events:
e. Earthquake, Flood, Inundation, Landslide.
f. Storm, Tempest, Hurricane, Cyclone, Lighting, Thunder or other extreme atmospheric
disturbances.
g. Fire caused by reasons not attributable to the Licensee.
h. Acts of terrorism
i. War, hostilities (Whether war be declared or not), invasion, act of foreign enemy,
rebellion, riots, weapon conflict or military action or civil war.

14.2. Notice of Force Majeure Event

14.2.1. As soon as practicable and in any case within 3 days of the date of occurrence of a Force
Majeure Event or the date of knowledge thereof, the Party which is rendered wholly or
partially unable to perform any of its obligations under this Agreement because of a Force
Majeure Event (the “Affected Party”) shall notify the other party of the same, setting out, inter
alia, the following in reasonable detail:
a) The nature and extent of the Force Majeure Event;
b) The estimated period for which the Force Majeure Event is expected to last;
c) The nature of and the extent to which, performance of any of its obligations under this
Agreement is affected by the Force Majeure Event;
d) The measures which the Affected Party has taken or proposes to take to
alleviate/mitigate the impact of the Force Majeure Event and to resume performance of
such of its obligations affected thereby; and
e) Any other relevant information concerning the Force Majeure Event, and /or the rights
and obligations of the Parties under this Agreement.

14.3. Performance of Obligations

14.3.1. The Affected Party shall be excused from performance of such obligations to the extent it is
unable to perform the same on account of such Force Majeure Event provided that:
a. Due notice of the Force Majeure Event has been given to the other party as required by the
preceding Clause 14.2;
b. The excuse from performance shall be of no greater scope and of no longer duration than is
necessitated by the Force Majeure Event;
c. There shall be no Termination of this Agreement due to Force Majeure Event except as
provided in Clause 14.4;

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d. Where the Licensee is the Affected Party, the various deadlines set forth in this Agreement
and the License Period shall be extended by the period for which such Force Majeure Event
shall subsist.
e. Where the Licensee is the Affected Party, it has taken all reasonable efforts to avoid, prevent,
mitigate and limit damage, if any, caused or is likely to be caused to the facilities in the
Licensed Space(s) as a result of the Force Majeure Event and to restore the facilities in the
Licensed Space(s) , in accordance with the Good Industry Practice and its relative obligations
under this Agreement;
f. When the Affected Party is able to resume performance of its obligations under this
Agreement, it shall give to the other Party written notice to that effect and shall promptly
resume performance of its obligations hereunder. The nonissue of such notice being no excuse
for any delay for resuming such performance;
g. The Affected Party shall continue to perform such of its obligations which are not affected by
the Force Majeure Event and which are capable of being performed in accordance with this
Agreement; and
h. Any proceeds of Insurance taken to safeguard force majeure events, received by the Licensee
shall be entirely applied to repair, replace or restore the assets damaged on account of the
Force Majeure Event, in accordance with Good Industry Practice, unless otherwise agreed to
by Maha-Metro.

14.4. Termination due to a Force Majeure Event

In case a Force Majeure Event subsists for a period of 180 (one hundred eighty) days or more
within a continuous period of 365 (three hundred sixty five) days, either Party may in its sole
discretion terminate this Agreement by giving 30 (thirty) days prior Termination Notice in
writing to the other Party without being liable in any manner whatsoever.

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ARTICLE 15 BREACHES/SURRENDER/TERMINATION OF LICENSE AGREEMENT

15.1. Surrender of this Agreement:

15.1.1. No partial surrender of Licensed Space or part of the Licensed Space which has been handed
over to the Licensee by Maha-Metro shall be permissible during the License Period.
15.1.2. The Licensee shall have option to surrender this Agreement after 01 (one) year lock-in period
provided -
a. The Licensee successfully completes initial 01 (one) year lock in period.
b. There is no arrear pending with the Licensee on the date of issue of surrender notice.
c. Maha-Metro receives a 180 days advance notice, in writing, from Licensee for its
intention to surrender this Agreement. Such notice of 180 days can be given as per the
provisions of this Agreement.
d. Licensee continues to pay all dues as per schedule to Maha-Metro till the date of pre-
mature closure of this Agreement.
e. Licensee hand over peaceful possession of the Licensed space to Maha-Metro free from
all encumbrances within 30 (thirty) days from the termination of this Agreement.
If Licensee satisfies the above said conditions, Maha-Metro shall terminate this Agreement and
refund interest free Security Deposit after adjusting any outstanding amount on the part of
Licensee.
15.1.3. If the Licensee is desirous of terminating the License hereby created before expiry of the
lock-in period of 01 (one) year, this Agreement shall deemed to be terminated on the date
mentioned in termination/ surrender notice, subject to confirmation by Maha-Metro. In
such a case, the balance Interest Free Security Deposit shall be forfeited in favour of Maha-
Metro after adjustment of outstanding dues, if any, payable to Maha-Metro. No grace period
shall be provided to Licensee in such a case. Maha-Metro may also recover the balance
outstanding dues, if they are more than Interest Free Security Deposit, from the other
contracts of Licensee in Maha-Metro. Balance outstanding dues, if are more than Interest
Free Security Deposit, shall also be recoverable from the Licensee before Licensee is
permitted to remove their establishment(s) or else Maha-Metro will seize their property at
nil/ zero value. Maha-Metro shall be free to dispose-off the said property / goods in
whatsoever manner as it deems fit. Licensee shall have no claim for compensation or
consideration / damages on this account.
15.1.4. There shall be a lock in period of 01 (one) year from the date of commencement of this
Agreement. The Licensee shall have option to exit from this Agreement immediately after
completion of the lock in period. For it, the Licensee shall have to issue 180 days prior notice
to Maha-Metro. Such prior notice intimation can be given after 06 months however option
to exit will be available only after 01 (one) year. In this case, Security Deposit of the Licensee
shall be refunded after adjusting the dues, if any, to be payable by Licensee. In this case,
Security Deposit of the Licensee shall be refunded after adjusting the dues, if any, to be
payable by the Licensee. Maha-Metro may also recover the balance outstanding dues, if are
more than Interest Free Security Deposit, from the other contracts of Licensee in Maha-
Metro. Balance outstanding dues, if are more than Interest Free Security Deposit, shall also
be recoverable from the Licensee before Licensee is permitted to remove their
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establishment(s) or else Maha-Metro will seize their property at nil / zero value. Maha-Metro
shall be free to dispose-off the said property / goods in whatsoever manner as it deems fit.
Licensee shall have no claim for compensation or consideration / damages on this account.
15.1.5. If the Licensee is desirous of terminating the license after expiry of above said lock-in period
without serving any prior intimation period or shorter intimation period than 180 days, the
agreement shall deemed to be terminated on completion of such short / irregular intimation
period. In such cases, the Interest Free Security Deposit shall be refunded to the Licensee
after adjustment of license fee for period shorter than 180 days (notice period) and
outstanding dues, if any. Maha-Metro may also recover the balance outstanding dues, if are
more than Interest Free Security Deposit, from the other contracts of Licensee in Maha-
Metro. Balance outstanding dues, if are more than Interest Free Security Deposit, shall also
be recoverable from the Licensee before Licensee is permitted to remove their
establishment(s) or else Maha-Metro will seize their property at nil/ zero value. Maha-Metro
shall be free to dispose-off the said property / goods in whatsoever manner as it deems fit.
Licensee shall have no claim for compensation or consideration / damages on this account.

15.2. Breach of License Agreement/ Licensee’s Events of Default:

15.2.1. Following shall be considered as Material Breach of the License Agreement by Licensee
resulting in Licensee’s Events of Default:
a. If the Licensee has failed to perform or discharge any of its obligations in accordance
with the provisions of License Agreement, unless such event has occurred because of a
Force Majeure Event, or due to reasons solely attributable to Maha-Metro without any
contributory factor of the Licensee.
b. If the Licensee fails to pay Annual License Fee, utility charges, common area charges,
penalty or Damage herein specified or any other dues to be paid by the Licensee to
Maha-Metro by the stipulated date.
c. If the Licensee during pendency of this Agreement becomes insolvent or is put under
receivership by a competent court.
d. If the Licensee is in persistent non-compliance of the written instructions of a Maha-
Metro officials.
e. If the Licensee or any of its representatives cause an incident or accident that results in
injury or death to Maha-Metro employees/ commuters or loss to Maha-Metro property.
f. If the Licensee is in violation of any of the other Clauses of this Agreement and after
three written notice (unless otherwise specifically mentioned therein) from Maha-Metro
fails to cure the Default to the satisfaction of Maha-Metro.
g. If any representation made or warranties given by the Licensee under this Agreement is
found to be false or misleading.
h. If the Licensee engaging or knowingly has allowed any of its employees or agents to
engage in any activity prohibited by law or which constitutes a breach of or an offence
under any law, in the course of any activity undertaken pursuant to this Agreement.
i. If the Licensee has created any encumbrance, charges or lien in favour of any person or
agency, over the Licensed Space except expressly permitted under this Agreement.

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j. If a resolution for voluntary winding up has been passed by the shareholders of the
Licensee.
k. If any petition for winding up of the Licensee has been admitted and liquidator or
provisional liquidator has been appointed or the Licensee has been ordered to wind up
by Court of competent jurisdiction, except for the purpose of amalgamation or
reconstruction with the prior consent of Maha-Metro, provided that, as part of such
amalgamation or reconstruction and the amalgamated or reconstructed entity has
unconditionally assumed all surviving obligations of the Licensee under this Agreement.
l. If the Licensee has abandoned the Licensed Space.
m. If the Licensee violates banned usage as per list given in Annexure-II.
n. If the Licensee submitted false regarding not blacklisted / not banned by Central/ State
Government Department/ Public Sector Undertaking/ Other Government Entities or
Local Body.
15.3. Termination of this Agreement by Maha-Metro:

15.3.1. In the event of application of clauses 15.2.1(a) and (b) above, Maha-Metro shall issue a 30
(Thirty) days’ Notice to cure the default prior to considering the events specified therein as
Licensee's events of default, to pay the outstanding Annual license fees and/or other dues
along with an interest of 15% (Fifteen percent) per annum on the outstanding dues after the
due date and falling in arrears. Interest shall continue to be accrued on monthly
compounding basis until all the payable amount of Annual License Fees and/or other dues
are finally squared up. Such interest shall be charged on outstanding dues for the actual
day(s) of delay in payment.
a. In the event of the Licensee failing to deposit the outstanding License Fee and other dues
within the 30(Thirty) days' cure notice, Maha-Metro shall issue a Termination Notice to make
payment of outstanding License Fee and other dues within next 15 (Fifteen) days.
b. In the event of Licensee failing to deposit the dues within fifteen (15) days from the date of
issue of Termination Notice, it shall constitute Licensee's Event of Default under this
Agreement and shall entitle Maha-Metro to forfeit the Security Deposit and terminate the
License Agreement.

15.3.2. Further license shall be blacklisted for three years for participating in the tenders / bids of
Maha-Metro.
15.4. On Operational Ground:

15.4.1. Maha-Metro reserves the right to terminate this Agreement by giving three months advance
notice on operational ground. This Agreement shall stand terminated after expiry of three
months notice and the Security Deposit shall be refunded after adjusting outstanding dues,
if any, payable by the Licensee. The Licensee voluntarily agrees not to seek any claim,
compensation, damages or any other consideration whatsoever on any ground in this
regard.

15.5. Termination for Force Majeure:

15.5.1. The License Agreement may be terminated for Force Majeure Reasons as specified in Article
-14.

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15.6. Other Terms & Conditions:

15.6.1. On termination of License Agreement:

a. All third party agreements, entered by the Licensee with respect to the said property
business space, shall stand terminated with immediate effect;
b. In case of termination of this Agreement on account of Licensee’s Events of Default, the
interest free Security Deposit shall be forfeited in favour of Maha-Metro. Any outstanding
dues payable to Maha-Metro shall be adjusted/ recovered from the advance license fee
and forfeited interest free Security Deposit. Balance outstanding dues, if remaining after
adjustment of outstanding dues from the advance license fee and interest free Security
Deposit, shall be recovered from the licensee.
c. All utilities shall be disconnected with immediate effect, unless otherwise specified
elsewhere, and
15.6.2. A notice of vacation shall be issued to the Licensee to vacate the Licenses Space within 30
days.
i. On termination of this Agreement, the Licensee shall handover the vacant possession of
the Licensed Space to the Maha-Metro’s authorized representative within 30 days from
the date of termination of this Agreement, after removal of plants, equipment’s, furniture,
fixtures, etc. installed by the Licensee at its own cost, without causing damage to Maha-
Metro structures. The Licensee shall be allowed to remove their temporary structures,
assets like furniture, almirahs, air conditioners, DG sets, equipment’s, etc without causing
damage to the structure. However, the Licensee shall not be allowed to remove any
facility, equipment, fixture, etc. which has become an integral part of the development
plan of the space. The Licensee agrees voluntarily and un-equivocally not to seek any
claim, damages, compensation, or any other consideration whatsoever on this account. If
the Licensed Space is not handed over in good condition as required under this clause,
Maha-Metro reserves the right to deduct/ recover damage charges. No grace period shall
be provided to licensee if licensee terminates the contract within the lock in period.
ii. If the Licensee fails to vacate the Licensed Space within the grace period, penalty of twice
the prevalent monthly License Fee shall be chargeable for occupation for these thirty (30)
days period. And, after lapse of these 30 (thirty) days grace period, Maha-Metro shall take
over the goods / property treating at NIL/ Zero value, even if it is under lock & key; and
shall be free to dispose-off the property in whatsoever manner as it deems fit. Licensee
shall have no claim for compensation or consideration / damages after completion of
grace period. If, Licensee fails to pay the penalty, applicable in case of non-vacation of the
Licensed Space, the same shall be adjusted from the Interest Free Security Deposit
available with Maha-Metro. No grace period shall be provided to the Licensee, if Licensee
terminates this Agreement within the lock-in period.
iii. After vacating the Licensed Space, the Licensee shall submit a vacation certificate from
Maha-Metro’s authorized representative as a proof of Licensee having vacated the
Licensed Space. Licensee’s statement regarding vacation, without a vacation certificate
from the Station in-charge or its authorized representative, shall not be accepted.

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iv. The termination of this Agreement shall not relieve either party from its obligation to pay
any sums then owing to the other party nor from the obligation to perform or discharge
any liability that had been incurred prior thereto. The Licensee shall be liable to pay all
dues outstanding to Maha-Metro including electricity, chiller and other utility charges
under this agreement without prejudice to rights and remedies applicable under the law.
The final settlement of dues shall take place after submission of vacation certificate from
the Depot in charge or his authorized representative subsequent to termination of License
Agreement.
v. On termination of this Agreement, Maha-Metro shall have rights to re-enter, re-market
or to seal/ lock the Licensed Space.

15.7. Rights of Maha-Metro on Termination

15.7.1. Notwithstanding anything contained in this Agreement, Maha-Metro shall not, as a

consequence of Termination or otherwise, have any obligation whatsoever including but not
limited to obligations as to compensation for loss of employment, continuance or
regularization of employment, absorption or re-employment on any ground, in relation to
any person in the employment of or engaged by the Licensee in connection with the Licensed
Space(s).
15.7.2. In cases of termination of this Agreement due to default of Licensee, Maha-Metro shall have
the exclusive rights to cut electricity connection to the Licensed Space and also start process
for eviction of Licensee from Maha-Metro property.

15.8. Right to re-market the said Licensed Space(s) on Termination

15.8.1. Notwithstanding anything contained in this Agreement, Maha-Metro shall have right to
remarket the Licensed Space(s) on Termination of this Agreement for any reasons
whatsoever.

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ARTICLE 16 DISPUTE RESOLUTION/ARBITRATION

16.1 Amicable Resolution

16.1.1 No legal action till Dispute Settlement Procedure is exhausted.

Any and all Disputes shall be settled in accordance with the provisions of Article 16. No action
at law concerning or arising out of any Dispute shall be commenced unless and until all
applicable Dispute resolution procedures set out in Article 16 shall have been finally exhausted
in relation to that Dispute or any Dispute out of which that Dispute shall have arisen with
which it may be or may have been connected.

16.1.2 Notice of Dispute

For the purpose of Sub-Clause 16.1.2, a Dispute shall be deemed to arise when one party
serves on the other party a notice in writing (hereinafter called a "Notice of Dispute") stating
the nature of the Dispute provided that no such notice shall be served later than 30 days after
the date of takeover of the License Space by Maha-Metro.
16.1.3 Two Stages for Dispute Resolution
Disputes shall be settled through two stages:
a) Conciliation procedures as established by The Arbitration and Conciliation Act- 1996
& amended by the Arbitration & Conciliation (Amendment) Act, 2015 and any
statutory modification or re-enactment thereof and in accordance with this Clause. In
the event this procedure fails to resolve the Dispute then;
b) Arbitration procedures undertaken as provided by The Arbitration and Conciliation
Act- 1996 & amended by the Arbitration & Conciliation (Amendment) Act, 2015 and
any statutory modification or re-enactment thereof. and in accordance with this
Clause.

16.2 Conciliation

16.2.1 Within 60 days of receipt of Notice of Dispute, either party shall refer the matter in dispute to
conciliation. Conciliation proceedings shall be initiated within 30 days of one party inviting the
other in writing to Conciliation. Conciliation shall commence when the other party accepts in
writing this invitation. If the invitation is not accepted then Conciliation shall not take place. If
the party initiating conciliation does not receive a reply within 30 days from the date on which
he sends the invitation he may elect to treat this as a rejection of the invitation to conciliate
and inform the other party accordingly. The Conciliation shall be undertaken by a Sole
Conciliator selected from a panel of Conciliators maintained by the Licensor. The Conciliator
shall assist the parties to reach an amicable settlement in an independent and impartial
manner.

16.2.2 Conciliation Procedure

a) Maha-Metro shall maintain a panel of Conciliators, who shall be from serving or
retired engineers of Government Departments, or of Public Sector Undertakings. Out
of this panel, a list of three Conciliators shall be sent to the Licensee who shall choose
one of them to act as the Sole Conciliator and conduct conciliation proceedings in
accordance with the provisions of The Arbitration and Conciliation Act, 1996 &
amended by the Arbitration & Conciliation (Amendment) Act, 2015 and any statutory

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modification or re-enactment thereof.

b) There will be no objection if conciliator so nominated is a serving employee of Maha-
Metro who would be Deputy HOD level officer or above. The Licensor and the Licensee
shall in good faith co- operate with the Sole Conciliator and, in particular, shall
endeavor to comply with requests by the Sole Conciliator to submit written materials,
provide evidence and attend meetings. Each party may, on his own initiative or at the
invitation of the Sole Conciliator, submit to the Sole Conciliator suggestions for the
settlement of the dispute. When it appears to the Sole Conciliator that there exist
elements of a settlement which may be acceptable to the parties, he shall formulate
the terms of a possible settlement and submit them to the parties for their
observations.
c) After receiving the observations of the parties, the Sole Conciliator may reformulate
the terms of a possible settlement in the light of such observations. If the parties reach
agreement on a settlement of the dispute, they may draw up and sign a written
settlement agreement. If requested by the parties, the Conciliator may draw up, or
assist the parties in drawing up, the settlement agreement. When the parties sign the
settlement agreement, it shall be final and binding on the parties and persons claiming
under them respectively. The Sole Conciliator shall authenticate the settlement
agreement and furnish a copy thereof to each of the parties. As far as possible, the
conciliation proceedings should be completed within 60 days of the receipt of notice
by the Conciliator.
d) The parties shall not initiate, during the conciliation proceedings, any arbitral or
judicial proceedings in respect of a dispute that is the subject matter of the
conciliation proceedings.

16.2.3 Termination of Conciliation Proceedings

The conciliation proceedings shall be terminated:
a) by the signing of the settlement agreement by the parties on the date of the
Settlement Agreement; or
b) by written declaration of the conciliator, after consultation with the parties, to the
effect that further efforts at conciliation are no longer justified, on the date of such
declaration; or
c) by a written declaration of the parties to the conciliator to the effect that the
conciliation proceedings are terminated, on the date of declaration; or
d) by a written declaration of a party to the other party and the conciliator, if appointed,
to the effect that the conciliation proceedings are terminated, on the date of
declaration.

Upon termination of the conciliation proceedings, the conciliator shall fix the costs of the
conciliation and give written notice thereof to the parties. The costs shall be borne equally by
the parties unless the Settlement Agreement provides for a different apportionment. All other
expenses incurred by a party shall be borne by that Party.

16.3 Arbitration
16.3.1 If the efforts to resolve all or any of the disputes through Conciliation fails, then such disputes

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or differences, whatsoever arising between the Parties, arising out of touching or relating to
construction/ manufacture, measuring operation or effect of this Agreement or the breach
thereof shall be referred to Arbitration in accordance with the following provisions:
a) Only such dispute(s) or difference(s) in respect of which notice has been made but
could not be settled through Conciliation, together with counter claims or set off,
given by the Licensor, shall be referred to arbitration. Other matters shall not be
included in the reference.
b) The Arbitration proceedings shall be assumed to have commenced from the day, a
written and valid demand for arbitration is received by Managing Director,
Maharashtra Metro Rail Corporation Limited, Pune (MD/Maha-Metro).
c) The disputes so referred to Arbitration shall be settled in accordance with the Indian
Arbitration & Conciliation Act, 1996 & amended by the Arbitration & Conciliation
(Amendment) Act, 2015 and any statutory modification or re-enactment thereof.
d) The Parties shall not initiate, during the arbitral proceedings, any judicial proceedings
in respect of a dispute that is the subject matter of the Arbitration Proceedings. In
case, the Arbitration proceedings fail, then the Parties are free to take recourse to
judicial proceedings as per prescribed laws and jurisdiction.

16.3.2 Number of Arbitrators: The arbitral tribunal shall consist of 3 (Three) arbitrators.
16.3.3 Procedure for Appointment of Arbitrators:

The arbitrators shall be appointed as per following procedure:

a) Within 30 days of signing of this Agreement, the Licensee shall provide name of five
persons having requisite qualification to be nominated in the Panel of Arbitrators. The
Licensor shall also nominate five persons to be included in the Panel of Arbitrators
within 30 days of signing of this Agreement. This Panel shall be maintained for the
duration of this Agreement.
b) Within 60 days from the day when a written and valid demand for Arbitration is
received by MD/Maha-Metro, Maha-Metro will forward the Panel of Arbitrators to
the Licensee. The Licensee will then give his consent for any one name out of the panel
to be appointed as one of the Arbitrators within 30 days of dispatch of the request by
Maha-Metro.
c) Maha-Metro will then decide the second Arbitrator from the same panel. MD/Maha-
Metro shall appoint the two Arbitrators, including the name of one Arbitrator for
whom consent was given by the Licensee, within 30 days from the receipt of the
consent for one name of the Arbitrator from the Licensee. In case the Licensee fails to
give his consent within 30 days of dispatch of the request of Maha-Metro, then
MD/Maha-Metro shall nominate both the Arbitrators from the panel.
d) The third Arbitrator shall be chosen by the two Arbitrators so appointed by the parties
out of the panel of 05 Arbitrators provided to Licensee or from the larger panel of
Arbitrators to be provided to them by Maha-Metro at the request of two appointed
Arbitrators ( if so desired by them ) and who shall act as Presiding Arbitrator. In case
of failure of the two appointed Arbitrators to reach upon consensus within a period
of 30 days from their appointment, then, upon the request of either or both parties,
the Presiding Arbitrator shall be appointed by the MD / Maha-Metro.

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e) If one or more of the Arbitrators appointed as above refuses to act as Arbitrator,

withdraws from his office as Arbitrator, or vacates his/their office/offices or is/are
unable or unwilling to perform his functions as Arbitrator for any reason whatsoever
or dies or in the opinion of the MD/Maha-Metro fails to act without undue delay, the
MD/Maha-Metro shall appoint new Arbitrator /Arbitrators to act in his/their place
except in case of new Presiding Arbitrator who shall be chosen following the same
procedure as mentioned in para (ii)(c) above. Such re-constituted Tribunal may, at its
discretion, proceed with the reference from the stage at which it was left by the
previous Arbitrator(s).
f) The Licensor at the time of offering the panel of Arbitrator(s) to be appointed as
Arbitrator shall also supply the information with regard to the qualifications of the
said Arbitrators nominated in the panel along with their professional experience,
phone nos. and addresses to the Licensee.
16.3.4 Qualification and Experience of Arbitrators

The Arbitrators to be appointed shall have minimum qualification and experience as under:

Arbitrator shall be:

• a Working / Retired Officer (not below E-8 grade in a PSU with which Maha-Metro has
no business relationship) of any discipline of Engineering or Accounts / Finance
department, having experience in Contract Management;

or

• a Retired Officer ( retired not below the SAG level in Railways ) of any Engineering
Services of Indian Railways or Indian Railway Accounts Service, having experience in
Contract Management; or a Retired Officer who should have retired more than 3 years
previously from the date of appointment as Arbitrator (retired not below E-8 grade in
Maha-Metro or a PSU with which Maha-Metro has a business relationship) of any
Engineering discipline or Accounts / Finance department, having experience in
Contract Management or retired judge of any High Court or Supreme Court of India
or reputed Chartered Accountant & should be member of ICAI, New Delhi. No person
other than the persons appointed as per above procedure and having above
qualification and experience shall act as Arbitrator.

16.3.5 No new claim shall be added during the proceedings by either party. However, a party may
amend or supplement the original claim or defence thereof during the course of arbitration
proceedings subject to acceptance by the Arbitral Tribunal having due regard to the delay in
making it.

16.3.6 Neither party shall be limited in the proceedings before such Arbitrator(s) to the evidence or
arguments put before the Conciliator for the purpose of obtaining his decision. No decision
given by the Conciliator in accordance with the foregoing provisions shall disqualify him from
being called as a witness and giving evidence before the arbitrator(s) on any matter,
whatsoever, relevant to dispute or difference referred to arbitrator/s. Neither party shall be
limited in the proceedings before such arbitrators to the evidence.
16.3.7 If the Licensee(s) does/do not prefer his/their specific and final claims in writing, within a

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period of 90 days of receiving the intimation from the Licensor/ Conciliator that the final
demand is ready, he/they will be deemed to have waived his/their claim(s) and the Licensor
shall be discharged and released of all liabilities under this Agreement in respect of these
claims.

16.3.8 Arbitration proceedings shall be held at Pune, India and the language of the arbitration
proceedings and that of all documents and communications between the parties shall be in
English.
16.3.9 The Arbitral Tribunal should record its day to day proceedings. The proceedings shall normally
be conducted on the basis of documents and written statements. All arbitration awards shall
be in writing and shall state item wise, the sum and detailed reasons upon which it is based.
A model Time Schedule for conduct of Arbitration proceedings in a period of 180 days / 365
days will be made available to Arbitral tribunal for their guidance. Both the Parties should
endeavor to adhere to time schedule for early finalization of Award.
16.3.10 The award by majority of three Arbitrators as the case may be shall be binding on both the
Parties. Any ruling on award shall be made by a majority of members of Tribunal. In the
absence of such a majority, the views of the Presiding Arbitrator shall prevail.
16.3.11 A party may apply for correction of any computational errors, any typographical or clerical
errors or any other error of similar nature occurring in the award of a tribunal and
interpretation of specific point of award to tribunal within 60 days of the receipt of award.
Any Party may apply to the Tribunal within 60 days of receipt of award to make an additional
award as to claims presented in the arbitral proceedings but omitted from the arbitral award.
16.3.12 Interest on Arbitration Award

Where the arbitral award is for the payment of money, interest shall be payable on whole or
any part of the money for the period it is accrued, till the date on which the award is made.

16.3.13 Cost of Conciliation / Arbitration

The fees and other charges of the Conciliator / Arbitrators shall be as per the scales fixed by
the Authority from time to time irrespective of the fact whether the Arbitrator(s) is / are
appointed by the Parties or by the Court of law unless specifically directed by Hon’ble Court
otherwise on the matter and shall be shared equally by the Licensor and the Licensee.
However, the expenses incurred by each party in connection with the preparation,
presentation will be borne by itself.

16.3.14 Jurisdiction of Courts

Where recourse to a Court is to be made in respect of any dispute, the courts at Nagpur shall
have the exclusive jurisdiction to try all disputes between the Parties.

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ARTICLE 17 REPRESENTATIONS AND WARRANTIES

17.1. The Licensee represents and warrants to Maha-Metro that -

a. It is duly organized, validly existing and in good standing under the laws of India;

b. It has full power and authority to execute, deliver and perform its obligations under this
Agreement and to carry out the transactions contemplated hereby;

c. It has taken all necessary corporate and other action under Applicable Laws and its
constitutional documents to authorize the execution, delivery and performance of this
Agreement;

d. It has the financial standing and capacity to undertake the commercial utilization of Licensed
bare space;

e. This Agreement constitutes its legal, valid and binding obligation enforceable against it in
accordance with the terms hereof;

f. The execution, delivery and performance of this Agreement shall not conflict with, result in
the breach of, constitute a default under or accelerate performance required by any of the
terms of the Licensee Memorandum and Articles of Association or any Applicable Law or any
covenant, agreement, understanding, decree or order to which the Licensee is a party or by
which Licensee or any of its properties or assets are bound or affected;

g. There are no actions, suits, proceedings or investigations pending or to the Licensee’s

knowledge threatened against the Licensee at law or in equity before any court or before any
other judicial, quasi-judicial or other authority, the outcome of which may constitute the
Licensee Event of Default or which individually or in the aggregate may result in Material
Adverse Effect;

h. It has no knowledge of any violation or default with respect to any order, writ, injunction or
any decree of any court or any legally binding order of any government authority which may
result in Material Adverse Effect;

i. It has complied with all applicable law and has not been subject to any fines, penalties,
injunctive relief or any other civil or criminal liabilities which in the aggregate have or may
have Material Adverse Effect;

j. No representation or warranty by the Licensee contained herein or in any other document

furnished by the Licensee to Maha-Metro or to any government authority in relation to
Applicable Permits contains or shall contain any untrue statement of material fact or omits or
shall omit to state a material fact necessary to make such representation or warranty not
misleading;

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

l. The Licensee shall make its own arrangements in engagement of its staff and labour and shall
at no point represent to or claim that the staff, labour is being recruited for and on behalf of
Maha-Metro. The Licensee shall at all times comply and represent to the staff and labour
employed/ engaged by them the requirement for complying with Applicable Laws and
applicable Permits, particularly in relation to safety and environmental regulations.

17.2. Obligation to notify change:

In the event that any of the representations or warranties made/given by the Licensee ceases
to be true or stands changed, it shall promptly notify Maha-Metro of the same.

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ARTICLE 18 MISCELLANEOUS
18.1. Interest and Right of Set Off

Any sum which becomes payable under any of the provisions of this Agreement by one Party
to the other Party shall, if the same be not paid within the time allowed for payment thereof,
shall be deemed to be a debt owed by the Party responsible for payment thereof to the Party
entitled to receive the same. Such sum shall until payment thereof carry interest at the rate
of 15% per annum from the due date for payment thereof until the same is paid to or
otherwise realized by the Party entitled to the same. Without prejudice to any other right or
remedy that may be available under this Agreement or otherwise under law, the Party entitled
to receive such amount shall also have the right of set off. Provided that the stipulation
regarding interest for delayed payments contained in this Clause14.1 shall neither be deemed
nor construed to authorize any delay in payment of any amount due by a Party nor be deemed
or construed to be a waiver of the underlying breach of payment obligations.

18.1.1. Governing Law and Jurisdiction

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

18.1.2. Waiver

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

a. shall not operate or be construed as a waiver of any other or subsequent default hereof
or of other provisions or obligations under this Agreement;

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

representative of such Party; and

c. shall not affect the validity or enforceability of this Agreement in any manner.

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

18.1.3. Survival

Termination of this Agreement (a) shall not relieve the Licensee or Maha-Metro of any
obligations already incurred hereunder which expressly or by implication survives

Termination hereof, and (b) except as otherwise provided in any provision of this Agreement
expressly limiting the liability of either Party, shall not relieve either Party of any obligations

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or liabilities for loss or damage to the other Party arising out of or caused by acts or
omissions of such Party prior to the effectiveness of such Termination or arising out of such
Termination

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

18.1.5. No Partnership
Nothing contained in this Agreement shall be construed or interpreted as constituting a
partnership between the Parties. Neither Party shall have any authority to bind the other in
any manner whatsoever. Maha-Metro is also not a principal employer in regard to the
activities of the Licensee.

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

18.1.7. Exclusion of Implied Warranties etc.

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

18.1.8. Counterparts

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

18.1.9. Employees of Licensee

The employees/ staff of the Licensee shall not be deemed or construed to be the employees
of the Maha-Metro. The Licensee understands and undertakes that its employees/ staff shall
make no claim against the Maha-Metro for any reasons whatsoever. Further, the Licensee
also agrees that the Maha-Metro shall not be liable for any accident/injury or claims of the
workers/ employees during the execution of the developmental works under this
Agreement and the Licensee hereby indemnifies and undertakes to keep Maha-Metro

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indemnified in respect of the same.

18.1.10. Encroachment

The Licensee shall have no exclusive rights for using the Common Areas and restrict its
operation to within the Licensed Area. The Common Areas shall not be allowed to be
encroached or used for any other purpose and any encroachment of Common Area shall be
construed as breach of the License Agreement inviting action as applicable for breach of the
License Agreement.

18.1.11. Registration of Agreement:-

The registration of License agreements should be done within 30 days of signing of

agreement, the licensee/ lessee (registration fees, stamp duty etc to be fully borne by the
licensee/lessee) and the duly registered documents to be submitted to Maha-Metro for
records. Any amendment in the contract agreement, if required to be registered, shall also
be registered within 30 days from the date of amendment and duly registered documents
shall be submitted to Maha-Metro for record.

In case the registration of the license/lease agreement /amendment is not done within the
30 days of signing of license/lease agreement/ amendment, it shall be treated as “Material
Breach of Contract”. The Licensee will be given 30 days’ time to cure the defaults In case
Licensee fail to remedify the default to the satisfaction of the Maha-Metro within the cure
period, Maha-Metro may terminate the License agreement after expiry of cure period duly
forfeiting the security deposit/ any other amount paid by Licensee.

18.2. Miscellaneous

18.2.1. All penalty amounts stipulated in the License Agreement shall become double after
completion of every 5 (five) years from the date of commencement of License Agreement
on rolling basis.

18.2.2. Licensee shall comply with the laws of land including Nagpur Pollution Control Board
guidelines, building guidelines, fire norms etc. Maha-Metro shall not be held liable for any
change/modification in these laws which adversely affect this agreement. Licensee shall
have no right/ claim in this regard, whatsoever the reason may be.
18.2.3. Licensee shall bear all salaries, wages, bonuses, payroll taxes or accruals including gratuity,
superannuating, pension and provident fund contributions, contributions to worker’s
compensations funds and employees state insurance and other taxes and charges and all
fringe and employee benefits including statutory contributions in respect of such personnel
employed/deployed by the Licensee. These personnel shall at no point of time be construed
to be employees of Maha-Metro and the Licensee shall be solely responsible for compliance
with all labour laws which shall include all liabilities of the Provident Fund Act, ESI Act,
Workmen’s compensation Act, Minimum Wages Act and other Labour Welfare Act in respect

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of its personnel. The Licensee shall indemnify Maha-Metro from any claims that may arise in
connection with above.

18.2.4. Employees conduct:

The Licensee shall ensure that all persons employed behave in an orderly and disciplined
manner and that the said employees are prohibited from carrying on any unlawful, unfair
activities or demonstrations. The personnel deployed shall be decent, courteous and
without any adverse or criminal background. Licensee shall arrange ID cards for their
personnel from Pass Section/ Maha-Metro Ltd. as per extent rules for the same. All the
Licensee’s personnel shall be required to possess ID card issued by Maha-Metro while
working in Maha-Metro’s premises as per prevailing procedure. Access inside the stations
in paid areas shall be through smart cards as per prevailing applicable charges, in addition
to the valid ID cards.

18.2.5. Notices :
a. Maha-Metro and Licensee voluntarily and unequivocally agrees that any notices to be
served with reference to the said agreement shall be sufficiently served and given if
delivered to-

If to Maha-Metro:

Address : Maharashtra Metro Rail Corporation Limited

“Metro Bhavan”, VIP Road, Near Dikshabhoomi,
Ramdaspeth, Nagpur- 440010
Telephone : 0712 – …………….
Fax : …………………………..
Email : …………………………………..
Kind Attention : Managing Director
Cc : Maha-Metro Representative

If to the Licensee

Name : M/s ………………………………………

Address : “……………………………………………………”
Telephone : 0712 – ……………
Fax : …………………………..
Mobile : …………………………………………
Attention : ………………………………………....

b. That any notice or correspondence under the terms of this License shall be in writing by
registered post/ Speed Post/ Courier or delivered personally. All activities including day to
day management, billing, cancellation/termination/surrender etc. shall be carried out from
the office of the General Manager/Property Business or by his duly authorized
representative. All Notice shall be addressed as follows:

c. No instruction/ notice of any party if not communicated in writing, shall be entertained by

the other party.

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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.

___________-2025 ___________- 2025

(________________________) (________________________)

Authorized Signatory

FOR AND ON BEHALF OF FOR AND ON BEHALF OF Licensee

MAHARASHTRA METRO RAIL CORPORATION

LIMITED

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:

__________________________ _________________________

Maha-Metro Licensee

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Annexures

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Annexure – 1 Details of Space offered for Licensing.

Note:
1. Areas indicated below are approximate. Actual area measured at time of handing over
shall be final and binding. If there is any variation in area the License Fees and other
dues shall be for actual area handed over.
2. All Property Business spaces offered on license basis are available on “as is where is
basis”.
3. All Property Business spaces can be utilised for any activity except the activities specified
in banned list as detailed in

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4. Annexure – 2 : List of Preferable Activities and Banned/Dis-allowed Activities

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Annexure – 2 : List of Preferable Activities and Banned/Dis-allowed Activities

A. List of Preferable activities

Activities allowed in the licensed Space shall be governed by the extent provisions of any
activities permitted by the Maha-Metro under the administrative jurisdiction. Indicative
nature of the activities and facilities that are allowed at the Licensed Space(s) are as
under:
- Departmental Store, Discount Store, Daily Needs, Retail Stores, General Stores
- Restaurants, Fast Food Stalls (only electric based re-heating will be allowed), Small
Eateries, Café’s, Ice-Cream Parlours etc.
- Offices, i-Banks.
- Coaching Centre, Computer Training Centres
- Store
- Clinics, Saloons,
- Showrooms for Consumer goods like Garments, Mobile, Electronics / Electrical
Items, General Utilities etc.

B. List of Banned/Dis-allowed Activities list

1. Any product / Service the sale of which is unlawful /illegal or deemed unlawful under
any Indian act or legislation.
2. Any product the storage and sale of which may lead to or be considered as a fire
hazard; such as firecrackers, industrial explosives, chemicals etc.
3. Sale of liquor and alcohol-based drinks or beverages.
4. Sale of tobacco and tobacco products.
5. Slaughter Houses
6. ATMs
7. Coal/Gas based cooking strictly prohibited.
8. Advertisement at any location and in any format.
9. Banqueting and similar activities
10. Restaurant, food courts, etc. with the use of cooking gas or any other combustible
material for preparation of food.

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Annexure-3 : Proforma of Handing Over Note

Date: / /20___

The Property Business Space bearing number __________, admeasuring _____ Sq.m.

(_______ mt x ____ mt), at ______________ of ________________ of Reach-______, is

handed over to the Licensee, through _________________ of

___________________________________________________________________________

office at ____________________________________________________________________

for its operation, on ________/_______/20 at ______:______hrs/am/pm, in the presence

of representatives of PD Cellof Maharashtra Metro Rail Corporation Limited, Nagpur.

Licensee hereby acknowledge the receipt and assumes all responsibility of the above

described site, as provided in the license Agreement, from the date and time stated above.

__________________________ __________________________
Executive Director General Manager
(Reach-PS / 1 / 2 / 3 / 4) (Property Development)

Possession of space taken over by me

__________________________
Licensee
(M/s. _________________________________________.)

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Annexure 4 – Proforma of Taking Over Note

Date: / /20___.

Vacant possession of _________________________________________Metro Station earlier

assigned under SNR is taken over by SM/SC on _______________________ (Date)
____________________________ (Time) from the Licensee _________________________________
In the presence of representatives of ____________________________________________________.
The Vacant possession of property business space bearing number ___________and admeasuring
_______________ Sqm at _____________________ Metro Station earlier handed over to the
Licensee, _________________________________________________________________________
for its operation and maintenance on (date). _____ at ____ (time), is taken over by SM/SC on
_____________ (Date) _____________ (Time) from the Licensee _____________________________
In the presence of representatives of ____________________________________________________

__________________________ __________________________
Executive Director General Manager
(Reach-PS / 1 / 2 / 3 / 4) (Property Development)

__________________________ __________________________
General Manager Chief Project Manager
(Operation & Maintenance) (Electrical & Mechanical)

__________________________
Station Manager / Station Controller / Station-in-charge

Possession of space handed over by me

__________________________
Licensee
(M/s. ________________________________________.)

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Annexure 5 – TERMS AND CONDITIONS TO BE INCLUDED IN THE SUB-LEASE AGREEMENT.

Terms and Conditions to be included in the Sub-License Agreement

[Note: This Annexure enumerates the terms / clauses which the Licensee shall compulsorily
include in the Sub-License Agreement to be executed with Sub-Licensee]

1. The Property business space has been given to the licensee on License basis for 09 years vide
License Agreement dated ------------. The licensee has entered into License Agreement dated
…………… for “_______________”. AND WHEREAS, in terms of the License Agreement dated
………..,. The Sub-Licensee accepts and agrees to observe and abide by all the terms and conditions
of the License Agreement dated……….. This Sub-License Agreement shall be co-terminus with the
License Agreement dated………………..

2. The Sub-Licensee shall not have any right to make any structural changes in the Sub- Licensed Area
or to construct, erect, alter, or otherwise deal with the Sub-Licensed Area except to renovate carry
out interior finishing works, partitions, furnishing and fitting / refurnishing to the extent necessary
for its personal or business uses. The sub-Licensee undertakes not to carry out any construction
work in the vacant area of the said property business premises. The sub-Licensee shall not use the
premises for any other purposes except permitted by the Licensee. The sub-Licensee shall not do
anything which may cause nuisance or likely to cause annoyance to other licensees, sub-Licensees,
visitors, commuters, etc. The sub-Licensee shall not use the premises for any illegal or immoral
purposes. The sub-Licensee undertakes to indemnify MAHA-METRO against any penal action,
damages or loss, caused due to non-observance of any terms and conditions of this Agreement.

3. The Sub-Licensee has read and understood the terms of License Agreement executed between
the Authority and the Licensee and has / have fully understood the rights & obligations of and
restrictions imposed on the Licensee under the License Agreement.

4. The Sub-Licensee shall not have any right to further sub-License or transfer the Sub-Licensed Area
(either partly or fully) to any other party. However, on written request of the Sub-Licensee, the
Licensee may transfer this Sub-License to another party.

5. The rights of the Sub-Licensee shall be only that of a user for the purpose specified in this Sub-
License Agreement and subject to terms and conditions as contained in the License Agreement.

6. The Sub-Licensee shall at all times during the Sub-License Term keep the Sub-Licensed Area in
good and working conditions and shall not damage or allow any damage by its
visitors/customers/business clients either to the Sub-Licensed Area or to the common of the said
Metro Station.

7. The sub-License shall be for the use of the Property business space, during the subsistence of the
Licensed Period only with a clear stipulation that all such sub-License granted shall terminate
simultaneously with the termination of the License Agreement, including on sooner determination
of the License Period for any reason whatsoever. All contracts, agreements or arrangements with
Sub-Licensee shall specifically stipulate this covenant of termination of the rights of the Sub-
Licensee, and further that such Sub-Licensee shall not have any claim or seek any compensation
from MAHA-METRO for such termination.

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8. The Sub-Licensee hereby undertakes and confirms that it shall indemnify and keep indemnified
the Authority / Maha-Metro from and against all actions, demands, claims, liabilities, losses,
damages, costs, expenses and other liabilities whatsoever brought against, suffered or incurred
by the Licensee and/or Authority / Maha-Metro resulting from or by reason of breach, non-
observance or non-performance by the Sub-Licensee of any of its obligations set out in this Sub-
License Agreement.

9. The Sub-Licensee hereby undertakes and confirms that it shall obtain or cause to be obtained and
shall maintain throughout the Sub-License Term all regulatory approvals, clearances, permits and
consents, including any and all environmental approvals, that may be required in order for the
Sub-Licensee to carry on its business activities and to undertake its obligations in accordance with
the terms of this Sub-License Agreement.

10. The Sub-Licensee hereby undertakes and confirms that shall not do or permit to be done on the
Sub-Licensed Area, any activity, which may be contrary to any Applicable Laws and Applicable
Permits, and it shall in enjoyment of its rights hereunder and fulfilment of its obligations
hereunder, always comply with the Applicable Laws and Applicable Permits.

11. The Sub-Licensee shall have only user interest in relation to the Sub-Licensed Area and shall have
no right or title to the Sub-Licensed Area. The Sub-Licensee agrees and acknowledges that it has
only user interest in the Sub-Licensed Area and that the same shall be incapable of conversion into
Leasehold or freehold interest.

12. The Sub-Licensee agrees, confirms, and undertakes that it has no right to sub-license, sublease,
assign, underlet or sub-let or part with the possession of the Sub-Licensed Area or any part
thereof.

13. The Licensee shall be solely responsible for the due performance of its obligations as specified in
the License Agreement and this Sub-License Agreement, and Authority / Maha-Metro shall not be
held liable for any claims pursuant to any loss and/or damages suffered by the Sub-Licensees or
any third party on account of Licensee’s performance or non-performance of its obligations
pursuant to the terms of this Sub-License Agreement.

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Annexure-A

Joint Load Measurement Report for electricity

Date of visit
Station / Premise Name
Name of the Shop / Shop Number

Sr. Name of the Device / equipment No. of Units of the Load in kW/unit Total Load
No. in the PD /PB area device / equipment (b) in kW
(a) (a*b)

Total Load in kW
Note: If required please attach separate pages.
Remark:

Signature

Name of the
Representative

Department O&M Finance / Account Third Party

User
Approved By

Sign

Manager (O&M)

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