Public-private partnership agreement

Title and Access to the Site

13.1 No later than 3 (three) days after the Date of Agreement, the Public Partner shall handover, free of rent and any other charge or tax, to the Private Partner physical possession of the whole Site free from Encumbrance together with the necessary rights of way/ way leaves for the purpose of performing the Investment, for the duration of the Construction Works (including the Defects Liability Period).

13.2 Upon handover (and without prejudice to Clause 14), the Private Partner shall, subject to the provisions of the PPPA, have the exclusive right to enter upon, occupy and use the Site and to make at its costs, charges and expenses any investigation, development and improvements in the Site as may be necessary or appropriate to implement the Project and perform the Investment.

13.3 The Public Partner shall take such additional steps, execute any additional deeds or documents and procure any filings or registrations or similar that may be necessary to ensure the Private Partner has the rights intended to be granted by this Clause 13.

13.4 The Parties agree that the rights in relation to the Site granted pursuant to the handover shall terminate:

1. 
   unless otherwise agreed by the Public Partner and the Private Partner, automatically upon the termination of this PPPA for any reason whatsoever, without the need for any action to be taken by the Parties other than the actions set forth in Clauses 21.1.4 and 21.2.3; and
   

2. 
   after the issuance of the Certificate of Substantial Completion (unless otherwise provided therein), provided that, in any event, after the issuance of such certificate, the Private Partner (and any of its contractors, subcontractors and consultants) shall have all rights of use of, and access to, the Site necessary for it to:
   

1. 
   implement any actions identified in any snag-list or other items that require additional activities to be performed by the Private Partner and are specified in the Certificate of Substantial Completion or otherwise agreed in writing by the Private Partner and the Certified Technical Officer; and
   

2. 
   to perform any activities necessary or desirable for it to perform during the Defects Liability Period and in order to achieve the issuance of the Certificate of Final Works Completion.
   

13.5 The Private Partner shall have the exclusive right to the use of the Site in accordance with the provisions of this PPPA, provided that such right of use shall always be subject to the right of access of the Certified Technical Officer (or any other person appointed by the Public Partner, authorised in writing by the latter), for inspection, viewing and exercise of the Public Partner's rights and performance of its obligations under this PPPA. The Certified Technical Officer and such other persons shall be allowed to inspect the Project and to investigate any matter within their authority, upon giving reasonable notice in writing, and provided they comply with any Site rules or other reasonable requirements of the Private Partner and that any visits, inspections or investigations shall not interfere with the performance of the Investment and/or result in a Material Adverse Effect.

13.6 The Private Partner shall allow access to and use of the Site for laying/ installing telegraph lines, electric lines or for such other public purposes or public uses as the Public Partner may specify (the "Public Uses"), provided that the Public Partner shall ensure that any such accesses and uses shall only be effected by authorised persons:

1. 
   when any adverse impact on the ability of the Private Partner to exercise its rights and to discharge its obligations under this PPPA are mitigated to the maximum extent possible, and
   

2. 
   upon reasonable notice by the Public Partner (setting out detailed specifications for the proposed Public Uses).
   

13.7 In case of Losses or liability arising from such installation, maintenance or use for such Public Uses, the Public Partner shall:

1. 
   ensure that the Site is promptly restored to the condition required under this PPPA at its cost and expenses and the Private Partner shall not be deemed or construed to be in breach of its obligations under this PPPA as a result of any such actions; and
   

2. 
   shall indemnify the Private Partner from any Losses or liability suffered by the Private Partner due to the installation, maintenance or use of Public Uses, and the Construction Period shall be extended for a number of days equal to the days during which the Construction Works had to be stopped or limited or were in any case affected due to such installation, maintenance or use.
   

8. Site Conditions

14.1 If following the handover pursuant to Clause 13.1, and prior to the Construction Effective Date, adverse environmental conditions, which could not be discovered upon preliminary analysis of Site by the Private Partner prior to the tender date, are discovered at, on or under the Site and/ or any existing buildings and infrastructure at the Site is such that, in each case, they do not comply with Applicable Laws or would impede or make impracticable or impossible the performance by the Private Partner of its obligations under this PPPA the Parties agree to negotiate in good faith any amendments to the Reimbursement of Investment and any extension to the Scheduled Completion Date that may be necessary to remedy the issue.

14.2 If during the Construction Period, any adverse environmental conditions, which could not be discovered upon preliminary analysis of Site by the Private Partner prior to the tender date, exist at, on, under or from the Sites or the condition of any existing buildings and infrastructure at the Site is such that, in each case, they do not comply with Applicable Laws or would impede or make impracticable or impossible the performance by the Private Partner of its obligations under this PPPA, then it shall constitute a Force Majeure Event pursuant to the terms of this PPPA or, alternatively, if the Private Partner is capable of resolving the issue, it shall agree with the Public Partner a remediation plan and costs related to the activities connected to such remediation. The Parties agree that the Construction Period and the amount of the Reimbursement of Investment shall be amended accordingly^.

15.