Concession Agreement - SHRI MATA VAISHNO DEVI

Concession Agreement

Between

Shri Mata Vaishno Devi Shrine Board

and

Selected Bidder

for

Operationalization of Phase I hospital project of Shri Mata Vaishno Devi Institute of Medical Excellence (SMVDIME) on a PPP mode

Operationalization of Phase 1 hospital project of Shri Mata Vaishno Devi Institute of Medical Excellence (SMVDIME) on a PPP mode

Concession Agreement Page 2

Contents

1 CLAUSE 1: DEFINITIONS & INTERPRETATION ................................ ......................... 7

2 CLAUSE 2: SCOPE OF PROJECT & CONDITIONS PRECEDENT................................ . 21

3 CLAUSE 3: GRANT OF CONCESSION ................................ ................................ .......25

4 CLAUSE 4: HANDOVER OF THE PROJECT SITE AND PROJECT ASSETS ................ 27

5 CLAUSE 5: DEVELOPMENT & ENJOYMENT OF PROJECT SITE AND PROJECT ASSETS

29

6 CLAUSE 6: OBLIGATIONS OF THE CONCESSIONAIRE ................................ ........... 30

7 CLAUSE 7: OBLIGATIONS OF THE AUTHORITY ................................ ...................... 52

8 CLAUSE 8: DISCLAIMER ................................ ................................ ......................... 55

9 CLAUSE 9: FINANCIAL COVENANTS & PROCEDURES ................................ ............ 57

10 CLAUSE 10: ASSET OWNERSHIP AND PERMITTED CHARGE .......................... 61

11 CLAUSE 11: COMPLETION, INSPECTION CERTIFICATION AND COD ................ 63

12 CLAUSE 12: MONITORING AND REPORTING................................ .................. 65

13 CLAUSE 13: FORCE MAJEURE ................................ ................................ ......... 73

14 CLAUSE 14: EVENTS OF DEFAULT & SUSPENSION ................................ ..........78

15 CLAUSE 15: TERMINATION OF AGREEMENT & TRANSFER OF ASSETS ............. 84

16 CLAUSE 16: COMPENSATION ON TERMINATION ................................ ........... 89

17 CLAUSE 17: INSURANCE ................................ ................................ .................... 93

18 CLAUSE 18: REPRESENTATIONS AND WARRANTIES ................................ ..... 95

19 CLAUSE 19: LIABILITY & INDEMNIFICATION ................................ ................ 98

20 CLAUSE 20: DISPUTE RESOLUTION ................................ ............................. 102

21 CLAUSE 21: MISCELLANEOUS ................................ ................................ ....... 103

22 ANNEXURE A: LETTER OF AWARD ................................ ............................... 113

23 ANNEXURE B: PROJECT SITE ................................ ................................ ....... 115

24 ANNEXURE C: MEDICAL EQUIPMENT AND MEDICAL FURNITURE LIST ...... 116

25 ANNEXURE D: PROJECT ASSETS PROVIDED BY AUTHORITY ...................... 131

26 ANNEXURE E: OTHER ASSETS ................................ ................................ ...... 132



27 ANNEXURE F: MANPOWER PLAN ................................ ................................ . 139

28 ANNEXURE G: CONCESSION FEES ................................ ................................ 143

29 ANNEXURE H: CLINICAL SPECIALITIES ................................ ....................... 144

30 ANNEXURE I: TARIFF SCHEDULE FOR PROCEDURES ................................ . 146

31 ANNEXURE J SERVICE LEVEL SPECIFICATIONS ................................ ......... 147

32 ANNEXURE K: PENALTY ................................ ................................ ............... 150

33 ANNEXURE L: PERFORMANCE SECURITY ................................ ................... 154

34 ANNEXURE M: INDEPENDENT CONSULTANT ................................ .............. 159

35 ANNEXURE N: LENDERS ................................ ................................ ............... 164

36 ANNEXURE O: LIST OF MEDICAL EQUIPMENTS PROVIDED BY THE

CONCESSIONAIRE TOWARDS INVESTMENTS COMMITTED AS PER THE BID. ....... 165



[On a Non-judicial stamp paper of the value as appropriate in the State of Jammu & Kashmir] This agreement (hereinafter referred to as the ‘Concession Agreement’) is entered into on this ____ day of ____________, 201__ at___________________

BETWEEN Shri Mata Vaishno Devi Shrine Board, an autonomous body constituted under Shri Mata Vaishno Devi Shrine Act, 1988 and having its Registered Office at ___________________________________________________ (hereinafter referred to as the “Authority” which expression shall, unless repugnant to the context or meaning thereof, be deemed to mean and include its successors the office and assigns) and represented herein by its Authorized Signatory Mr./Ms. ________________________of the FIRST PART;

AND ________________________________________, a company incorporated under the Companies Act, 1956 by the Selected Bidder and duly registered with the Registrar of Companies, under CIN _________, having its Registered office at _________________________________________________ and represented herein by Mr./Ms. ________________________ authorized vide resolution passed by its Board of Directors on ______(date) (Hereinafter referred to as the ‘Concessionaire’, which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its affiliates, successors, substitutes and permitted assigns) of the SECOND PART; The expressions ‘The Authority’, and ‘Concessionaire’ shall hereinafter, as the context may admit or require, be individually referred to as the ‘the Party’ and collectively as ‘Parties’. RECITALS

A. WHEREAS the Authority, was set up as an autonomous body in August 1986 under the

provisions of The Jammu and Kashmir Shri Mata Vaishno Devi Shrine Act, 1988 and is engaged in the management, administration and governance of Holy Shrine of Shri Mata



Vaishno Devi Ji and its endowments including the appurtenant lands and buildings. The Authority is developing the Shri Mata Vaishno Devi Institute of Medical Excellence (SMVDIME), located in a place called Kakryal, which is around 15 km from Katra town (base camp of the pilgrimage to Holy Shrine) and 40 km from Jammu. SMVDIME is conceived to be set up in three phases: Phase I : 230 bed multi specialty hospital; Phase II : 500 bed multi specialty hospital block and Phase III : Medical College. Execution of Phase-I of the project started in the year 2006 by the Authority and has substantially completed the construction of hospital building. The Authority has decided to undertake installation of Medical Equipment, refurbishment, commissioning and operations & maintenance of the Project Hospital, Buildings & Infrastructure, including the doctors’ and nurses’ hostel, Patients’ inn, guest house and the Other Assets under Phase I of SMVDIME (hereinafter, unless the context otherwise requires, be collectively referred to as the ‘Project’) through Public-Private Partnership (the “PPP”) on Build, Refurbish, Operate and Transfer (t he “BROT”) basis.

B. AND WHEREAS, in pursuance of the foregoing objectives, the Authority invited

Applications for qualification from interested parties through a Request for Proposal document dated____________ (hereinafter the ‘Request for Proposal” or ‘RFP ’) for the execution of the Project on the BROT basis.

C. AND WHEREAS, after evaluation of the Bids received, the Authority accepted the Bid of __________________________ 1 (the “Selected Bidder”) and issued the Letter of Award dated _____________________, 2013, a copy of which is annexed hereto as Annexure A (hereinafter the ‘LOA’) __________ requiring, interalia, the incorporation of the Concessionaire and execution of this Concession Agreement within 60 (sixty) days of the date of issue thereof.

D. AND WHEREAS, the Selected Bidder has promoted and incorporated the Concessionaire as a limited liability company under the Companies Act, 1956 with the Registrar of Companies, ________________ on _________________________ bearing the Company Identification Number (CIN)_______________________and requested the Authority to accept the Concessionaire as the entity which shall undertake and perform the obligations and exercise the rights of the Selected Bidder under the LOA including the obligation to enter into this Concession Agreement pursuant to the LOA for executing the Project.

E. AND WHEREAS, by its letter dated ________, the Concessionaire has also joined in the said request of the Selected Bidder to the Authority to undertake and perform the obligations and exercise the rights of the Selected Bidder including the obligation to enter into this Concession Agreement pursuant to the LOA. The Concessionaire has further represented to the effect that it has been promoted by the Selected Bidder for the purposes hereof.

1 Insert the name of the Selected Bidder.



F. AND WHEREAS, the Authority has agreed to the said request of the Selected Bidder

and the Concessionaire, and has accordingly agreed to enter into this Concession Agreement with the Concessionaire for execution of the Project on BROT basis, subject to and on the terms and conditions set forth hereinafter.

NOW THEREFORE IN CONSIDERATION OF THE PREMISES AND THE MUTUAL COVENANTS HEREINAFTER CONTAINED, THE PARTIES HERETO HEREBY AGREE AND THIS AGREEMENT WITNESSETH AS FOLLOWS:



1 CLAUSE 1: DEFINITIONS & INTERPRETATION

1.1 Definitions

In this Concession Agreement, the following words and expressions shall, unless repugnant to the context or meaning thereof, have the meaning hereinafter respectively ascribed to them: (a) “Affected Party” shall have the meaning ascribed thereto in Clause 13.1. (b) “Agreement” shall mean the Concession Agreement and includes the Bid

submitted by Selected Bidder, RFQ, RFP, and any clarifications, addenda thereto, and the LOA.;

(c) “Annual Operating Plan” shall have the meaning ascribed thereto in Clause 6.6.2. (d) “Applicable Laws” means any statute, law, regulation, ordinance, notification,

rule, regulation, judgment, order, decree, bye-law, approval, directive, guideline, policy, requirement or other governmental restriction or any similar form of decision of, or determination by, or any interpretation or administration of Government of India, Government of Jammu & Kashmir or by any Government Authority or instrumentality thereof, as may be in effect, on the Execution Date and during the subsistence thereof;

(e) “Applicable Permits” means any or all permissions, clearances, authorizations,

consents, no-objections, approvals of or from any Government Authority required to be procured/obtained and maintained, under the Applicable Laws, in connection with the Project and for undertaking, performing or discharging the obligations or fulfillment of the purposes contemplated by this Agreement;

(f) “Application” shall mean the application of the Selected Bidder pursuant to the

RFP. (g) “Authority” shall have the meaning attributed thereto in the Recitals. (h) “Authority Event of Default” shall have the meaning ascribed thereto in

Clause14.2.1.

(i) “Authority Indemnified Party” shall have the meaning ascribed thereto in Clause 19.2.1.



(j) “Beneficiaries” are Patients the Services rendered to whom are eligible for reimbursements by the Authority to the Concessionaire;

(k) “Book Value” means the aggregate written down value as on the date of issue of the

Termination Notice in the books of the Concessionaire’s Medical Equipment belonging to the Concessionaire, which the Authority agrees to take over, in accordance with Indian Accounting Standards using depreciation rates as set forth in the (Indian) Companies Act, 1956, as applicable from time to time, as per the statutory auditor of the Concessionaire;

(l) “BROT” shall have the meaning ascribed thereto in Recital A. (m) “Buildings and Infrastructure” shall mean buildings for accommodation of

nurses, doctors, Patients’ inn, guest house, roads and structures which Authority shall construct as per the mile stones mentioned in Annexure D;

(n) “Business Day” means a day on which banks are generally open for business in the state of Jammu & Kashmir;

(o) “Change in Law” means occurrence of any of the following events after the

execution of this Concession Agreement: (a) enactment of any new Applicable Law; (b) the repeal in whole or in part (unless re-enacted with the same effect) or

modification of any existing Applicable Law; (c) the change in interpretation or application of any Applicable Law; (d) the imposition of a requirement for an Applicable Permit(s) (other than for

cause) not required on the date of this Concession Agreement; (e) after the date of grant of any Applicable Permit(s), a change in the terms and

conditions attaching to such Applicable Permit(s) (other than for cause) or the attachment of any new terms and conditions to an Applicable Permit(s) (other than for cause); or

(f) any Applicable Permit(s) previously granted ceasing to remain in full force and effect, though there is no fault of or breach by a party (including a failure to renew), or if granted for a limited period, not being renewed on a timely basis on an application therefore having been duly made in good time. For the avoidance of doubt, a change in the rate of any tax or the imposition of a new tax shall not constitute a Change in Law and the Parties shall be liable to bear the impact and incidence thereof at their cost and risk.

(p) “Charter Documents” means collectively the Memorandum of Association and the

Articles of Association of the Concessionaire.



(q) “Clinical Services” shall mean the medical, diagnostic, therapeutic and other treatment facilities and services as provided in this Concession Agreement, to be provided by the Concessionaire through approved procedures under Applicab le Laws

(r) “Commercial Operations Date” or “COD” shall have the meaning ascribed thereto in Clause 11.2.1.

(s) “Committed Investment” shall have the meaning ascribed thereto in Clause

1.1(ddddd)(iii).

(t) “Complainant” shall have the meaning ascribed thereto in Clause 21.11.1(i).

(u) “Complaint Register” shall have the meaning ascribed thereto in Clause 21.11.1(i).

(v) “Completion Certificate” shall have the meaning ascribed thereto in Clause 11.1.2.

(w) “Compliance Date” shall mean the later of the dates on which both the Parties hereto have fulfilled their respective Conditions Precedent in accordance with Clause 2.2.3(i).

(x) “Concession” shall have the meaning ascribed thereto in Clause 3.1.1.

(y) “Concession Agreement” shall mean this agreement along with its Annexures and attachments, as may be amended, supplemented or modified in accordance with the provisions hereof.

(z) “Concession Fees” shall have the meaning ascribed thereto in Clause 9.3.1.

(aa) “Concessionaire” shall have the meaning attributed thereto in the Recitals.

(bb) “Concessionaire Event of Default” shall have the meaning ascribed thereto in Clause 14.1.1.

(cc) “Concession Period” shall mean the period of Concession as more particularly specified in Clause 3.1.3

(dd) “Concessionaire’s Medical Equipment” shall mean the identified medical

equipments procured using the Committed Investments and medical equipments which the Concessionaire procures throughout the Concession period either through new acquisition or replacement of existing medical equipments and provided in Annexure O.



(ee) “Contractors” shall have the meaning ascribed thereto in Clause 6.2.14(ii).

(ff) “Contractual Arrangements” shall have the meaning ascribed thereto in Clause 6.2.14(ii).

(gg) “Critical Activity” shall have the meaning ascribed thereto in Clause 6.2.14(i).

(hh) “Cure Period” means the period specified in this Concession Agreement for curing any breach or default of any provision of this Concession Agreement by the Party responsible for such breach or default and upon failing of which the Concession Agreement may be terminated by the other Party.

(ii) “Damages” shall have the meaning ascribed thereto in Clause 1.2.16

(jj) “Debt Due” means the aggregate of the following sums expressed in Indian Rupees, outstanding and payable to the Lenders under the Financing Documents: (i) the principal amount of the debt provided by the Lenders under the Financing

Documents for financing the Total Project Cost (the ‘Principal’) which is outstanding as on the Transfer Date, excluding any part of the principal that had fallen due for repayment two (2) years prior to the Transfer Date; and

(ii) all accrued interest, financing fees and charges payable on or in respect of the debt referred to in sub-Clause (i) above until the Transfer Date but excluding (a) any interest, fees or charges that had fallen due one (1) year prior to the Transfer Date; (b) any penal interest or charges payable under the Financing Documents to the Lenders; and (iii) any pre-payment charges in relation to accelerated repayment of debt except where such charges have arisen due to any default on part of the Authority; and

(iii)any subordinated debt which is included in the Financial Assistance and disbursed by Lenders for financing the Project;

Provided that, if all or any part of the Debt Due is convertible into equity at the option of Lenders or the Concessionaire, it shall be deemed to be Debt Due even after such conversion and the Principal thereof shall be dealt with as if such conversion had not been undertaken.

(kk) “Debt Service” means the sum of all payments on account of principal, interest, financing fees and charges due and payable in any Financial Year to the Lenders under the Financing Documents..

(ll) “Direct Political Force Majeure Event” shall have the meaning ascribed thereto in Clause 13.1.4.

(mm) ‘Easementary Rights’ means all easements, reservations, rights-of-way, way leaves, utilities and other similar rights, or zoning or other restrictions as to the



beneficial, effective & envisaged use of the Project Site for implementation of the Project.

(nn) “Encumbrances” means, in respect of the Financial Assistance, any mortgage, charge, pledge, lien, hypothecation, assignment, privilege or priority of any kind having the effect of security or other obligation or restriction created with respect to any asset related to the Project, Project Site and Project Assets and shall include without limitation any designation of loss payees or beneficiaries or any similar arrangement under any insurance policy pertaining to the Project, Project Assets, physical encumbrances and encro achments on the Project Site;

(oo) “Equity” means the paid up share capital of the Concessionaire representing the

equity component of the Actual Project Cost, as capitalized in the books of the Concessionaire and duly certified by the Statutory Auditor;

(pp) “Event of Bankruptcy” shall in respect of a Party mean the first of any of the following to occur: i) if the Party makes an assignment for the benefit of creditors in relation to bankruptcy or insolvency law; ii) if a Provisional or Official Liquidator is appointed in relation to the Party by an appropriate court under any Applicable Laws; iii) if the Party avails itself of the benefit of any other legislation for the benefit of debtors; iv) if the Party applies to an appropriate court for voluntary liquidation under any Applicable Laws; v) if any proceedings are initiated or instituted against the Party for adjudging such Party as bankrupt or insolvent under any Applicable Laws; vi) if the Party is unable to, admit in writing its inability to, or is deemed under AApplicable Laws to be unable to pay its debts; vii) if any proceedings, voluntary or involuntary for winding up has been initiated against the Party; viii) if the Party is unable to pay its debts and the management and/or assets of the Party is taken over by any creditor, financial institution or any other body or authority, under any statute or a special Law Provided, however, that any assignment, liquidation or dissolution pursuant to merger, demerger, amalgamation, reorganization or other solvent restructuring of the Party, voluntarily or in accordance with Law shall not be construed as an Event of Bankruptcy;

(qq) “Execution Date” means the date of execution of this Concession Agreement by all the Parties;



(rr) “Financial Assets” shall mean in relation to the Concessionaire all financial assets & receivables of/from the Project such as Service Charges and other receivables like admission fees, cash security deposits for utilities.

(ss) “Financial Assistance” means and include the aggregate amounts provided by way of loan, working capital facilities, lease finance, advances, guarantees, bonds, subscription to non-convertible debentures, or otherwise, by the Lenders to the Concessionaire, towards financing the debt component of the cost of the Project and shall include all related financial charges, fees and expenses of all kinds relating to the same.

(tt) “Financial Closure” means the date on which the Financing Documents providing for Financial Assistance by the Lenders have become effective and the Concessionaire has access to such Financial Assistance under the Financing Documents.

(uu) “Financial Default” means occurrence of a material breach of the terms and conditions of the Financing Documents or a continuous default in Debt Service by the Concessionaire for a minimum period of 3 (three) months.

(vv) “Financial Year” shall mean the period commencing from April 1 of any given year to March 31 of the succeeding year.

(ww) “Financing Documents” means, collectively, the documents executed in favour of or entered into with the Lenders by the Concessionaire, in respect of the Financial Assistance, including loan agreements, notes, indentures, security agreements or arrangements, guarantees and acceptable letters of credit, other debt instruments and other agreements evidencing any obligation of the Concessionaire and other necessary undertakings required pursuant to the respective terms thereof, relating to the Financial Assistance or any part thereof (including refinancing).

(xx) “Force Majeure” or “Force Majeure Event” shall mean an act, event, condition or occurrence as specified in C lause 13.

(yy) "Good Industry Practice" means those practices, methods, techniques,

standards, skills, diligence and prudence which are generally and reasonably expected of and accepted internationally from a reasonably skilled and experienced operator engaged in the same type and size of project as envisaged under this Agreement and acting generally in accordance with the provisions of the applicable laws/norms which would be expected to result in the performance of its obligations by the Concessionaire and in the operation and maintenance of the Project Hospital, in particular and the Project, in general, in accordance with this Agreement, Applicable Laws, Applicable Permits, reliability, safety, environment protection, economy and efficiency;



(zz) “Government Authority” means the Government of India (GoI), State

Government of Jammu & Kashmir (GoJ&K) or any state government or governmental department, commission, board, body, bureau, agency, authority, instrumentality, or administrative body, central, state, or local, having jurisdiction over the Concessionaire, the Project, the Project Site, Project Assets and the Works or any part thereof or the performance of all or any of the services, obligations or covenants of Concessionaire under or pursuant to Applicable Laws, this Agreement or any portion thereof.

(aaa) “Governing Body” shall have the meaning attributed in Clause 12.3.1(i) (bbb) “Hospital Building” shall mean the hospital building on the Project Site

marked in (red/blue) in Annexure B including the foundations, structures, refurbishments, additions, alterations, and improvements

(ccc) “Indemnified Party” shall have the meaning ascribed thereto in Clause 19.4.1.

(ddd) “Indemnifying Party” shall have the meaning ascribed thereto in Clause 19.4.1.

(eee) “Intangible Assets” shall mean rights over the Project Site, Project Assets in the form of license, Easementary Rights or otherwise and all the rights of the Concessionaire under this Concession Agreement

(fff) “Indirect Political Force Majeure Event” shall have the meaning ascribed thereto in Clause 13.1.3.

(ggg) “Insurance Cover” shall have the meaning ascribed thereto in Clause 17.1.1

(hhh) “Insurance Proceeds” shall mean the claims admitted or monies received against insurance claims made by the Concessionaire pursuant to the insurance taken in terms of this Concession Agreement.

(iii) “Lenders” means any Persons based in India providing Financial Assistance under the Financing Documents and includes financial institutions, banks, non-banking financial companies, funds, trusts who provide for Financial Assistance (including refinancing) to the Concessionaire and includes subscribers to/trustee for the holders of the debentures/bonds or other securities issued by the Concessionaire to meet the debt component of the cost of the Project.

(jjj) “LOA” shall have the meaning attributed in Recital C.



(kkk) “Losses” shall have the meaning ascribed thereto in Clause 19.2.1.

(lll) “Material Adverse Effect” means circumstances which may or do (i) render any right vested in a Party by the terms of this Agreement ineffective; or (ii) adversely affect or restrict or frustrate the ability of any Party to observe and perform in a timely manner its obligations under this Agreement or; (iii) which may adversely affect the legality, validity, binding nature or enforceability of this Agreement.

(mmm) “Material Breach” means a breach by either Party of any of its obligations in this Agreement which shall be deemed to have a Material Adverse Effect on the Project and which it shall have failed to cure within the Cure Period.

(nnn) “Medical Equipment” shall mean all types of equipments including medical equipment. new technology, and medical furniture as provided in Annexure C hereto.

(ooo) “Medical Equipment Plan” shall have the meaning ascribed thereto in Clause

6.1.2(xii).

(ppp) “Medical Waste” shall refer to bio-medical waste and hazardous waste as defined under the Hazardous Waste (Management & Handling) Rules , 1998 and shall, without limitation, include the waste that is generated during the diagnosis, treatment or immunization during rendering of Services to the Beneficiaries and/or private Patients at the Project Hospital and are contaminated with Patients’ body fluids (such as syringes, needles, ampoules, organs and body parts, placenta, dressings, disposables plastics and microbiological wastes).

(qqq) “Monitoring Agencies” shall collectively refer to and include the Independent Consultant, the Governing Body, the SMVDIME Medical Director, and/or any other agency appointed by the Authority, constituted or established for monitoring and supervising the implementation of the Project in accordance with the terms hereof

(rrr) “Non Clinical Services” shall mean all services other than the Clinical Services as provided in this Concession Agreement, to be provided by the Concessionaire under Applicable Laws

(sss) “Non Political Force Majeure Event” shall have the meaning ascribed thereto in Clause 13.1.2.

(ttt) “Operations Period” means the period co-terminus with the Concession Period but commencing from Commercial Operations Date and ending on the Termination Date.



(uuu) “Other Assets” shall mean the tangible assets provided by the Authority, a representative list of which is given in Annexure E.

(vvv) “O&M Manual” shall have the meaning ascribed thereto in Clause 6.2.2.

(www) “Person” shall mean (unless otherwise specified or required by the context), any individual, company, corporation, partnership, joint venture, trust, unincorporated organization, government or Government Agency or any other legal entity.

(xxx) “Performance Security” shall mean the bank guarantee(s) provided/revised/renewed by the Selected Bidder/Concessionaire in favour of the Authority, in the form, manner and content, more particularly specified under Clause 9.2 hereto.

(yyy) “Patients” shall refer to all persons who receive the Services at the Project Hospital and will include the Beneficiaries,

(zzz) “PPP” shall have the meaning ascribed thereto in Recital A.

(aaaa) “Project” shall have the meaning attributed to it in Recital A.

(bbbb) “Project Assets” means all tangible and intangible assets relating to and/or forming part of the Project Site including, but not limited to,

(i) Intangible Assets, (ii) Project Hospital, (iii) Buildings and Infrast ructure, (iv) Medical Equipment, (v) Other Assets, (vi) Financial Assets, (vii) Insurance Proceeds, and (viii) Applicable Permits.

(cccc) “Project Contracts” shall mean the Contractual Arrangements and any other

agreement which the Concessionaire may execute with any Person for the purpose of this Agreement excluding the Financing Documents.

(dddd) “Project Hospital” shall mean the 230-bed multi specialty hospital at Project Site with the specialties listed in Annexure B hereto and managed, operated and maintained by the Concessionaire during the Concession Period, in accordance with the terms of the Concession Agreement and Good Industry Practice for providing Services.



(eeee) “Project Implementation Schedule” shall have the meaning ascribed to it in Clause 6.1.2(ii)(a).

(ffff) “Project Site” means all that plot of land containing admeasurements an area of ________ acres or thereabouts, bearing Khasra No. ___________ (Total area in Khasra being _____ acres) situated within the premises / campus ______________________ situated in Kakryal more particularly described in Annexure B to this Concession Agreement and with boundaries thereof, for greater clearness and delin eated on the plan, with blue colour and annexed at Annexure B.

(gggg) “Project Milestones” shall have the meaning ascribed thereto in Clause 6.20.

(hhhh) “Proprietary Material” shall have the meaning ascribed thereto in Clause 21.10.1(i).

(iiii) “Provisional Certificate” shall have the meaning ascribed thereto in Clause 11.1.1.

(jjjj) “Punch List Items” shall have the meaning ascribed thereto in Clause 11.1.1

(kkkk) “Refurbishment and Commissioning Period” shall mean the period from the Compliance Date to the Commercial Operations Date;

(llll) “Refurbishment and Commissioning Plan” shall have the meaning attributed in Clause 6.1.1(i);

(mmmm) “Refurbishment Works” shall have the meaning attributed in sub clause 1.1(ggggg).

(nnnn) “Remedial Notice” shall have the meaning ascribed thereto in Clause 14.4.1.

(oooo) “Remedial Period” shall have the meaning ascribed thereto in Clause 14.4.2.

(pppp) “Requisition” shall have the meaning ascribed to it in Clause 15.3.

(qqqq) “Request for Proposal or RFP” shall have the meaning ascribed thereto in Recital Error! Reference source not found..

(rrrr) “Rupees” or “Rs” refers to the lawful currency of the Republic of India.

(ssss) “SBI PLR” means the prime lending rate per annum for loans with one (1) year

maturity as fixed from time to time by the State Bank of India, and in the absence



of such rate, the average of the prime lending rates for loans with one (1) year maturity fixed by the Bank of India and the Bank of Baroda and failing that any other arrangement that substitutes such prime lending rate as mutually agreed between the Parties.

(tttt) “Scheduled Project Completion Date” shall have the meaning ascribed

thereto in Clause 6.20.1.

(uuuu) “Selected Bidder” shall have the meaning ascribed to it in Recital C.

(vvvv) “Services” shall mean the Clinical Services and Non Clinical Services to be provided by the Concessionaire in terms of this Concession Agreement,

(wwww) “Service Charges” shall mean the charges for the Services provided by the Concessionaire in terms of Clause 6.7 .

(xxxx) “SMVDIME Medical Director” shall have the meaning ascribed to it in Clause 12.2.

(yyyy) “Suspension” shall have the meaning ascribed thereto in Clause 14.8.1.

(zzzz) “Termination” means determination of this Concession Agreement due to expiry of the Concession Period (Efflux of Time) or early determination of this Concession Agreement pursuant to Termination Notice or otherwise in accordance with the provisions of this Concession Agreement.

(aaaaa) “Termination Date” means the date on which this Concession

Agreement expires pursuant to the provisions of this Concession Agreement or is terminated by a Termination Notice.

(bbbbb) “Termination Notice” means the communication issued in accordance with this Concession Agreement by any one Party to the other Party terminating this Concession Agreement in terms of Clause 15.1.

(ccccc) “Termination Period” shall have the meaning ascribed thereto in Clause 15.1.

(ddddd) “Total Project Cost” means the lowest of:

(i) the capital cost of the Project as set forth in the Financing Documents; (ii) the actual capital cost of the Project upon completion of the Project

excluding capital cost provided by the Authority; and



(iii) Rs. _____________(please insert the amount) as committed by the Selected Bidder towards investments in Medical Equipment as a part of his Bid (“Committed Investment”)

(eeeee) “Transfer Date” shall mean the date on which the Concessionaire

transfers possession of Project Assets, and in respect of those Project Assets that are not owned by the Authority ownership and possession of such assets , to the Authority or its nominated agency in accordance with the terms hereof, which shall be the date of termination as per the relevant notice of termination issued by Concessionaire or the Authority, as the case may be, or the date of expiry of this Concession Agreement;

(fffff) “Transition Plan” shall have the meaning ascribed thereto in Clause 15.2.2.

(ggggg) “Works” shall mean and include the works under and in accordance with the provisions of this Concession Agreement relating to the refurbishment of Project Hospital, construction, completion, testing and commissioning of the Project Hospital (referred to as the “Refurbishment Works”), and the operation and maintenance, rectifying and remedying of defects therein, collectively or singularly as the context may admit or require, including the technology, services and things to be designed, engineered, constructed, installed, equipped, supplied, executed, manufactured, completed, tested, commissioned, rectified, replaced, made good, carried out and undertaken in respect of the Project, Project Site, Project Assets and any other permanent, temporary or urgent works required hereunder.

1.2 Interpretation In this Concession Agreement, unless the context otherwise requires,-

1.2.1 reference to any legislation or law or to any provision thereof shall include references to any such law as it may, after the date of this Concession Agreement, from time to time be amended, supplemented or re-enacted;

1.2.2 words importing singular shall include plural and vice versa, and words importing the masculine shall include the feminine gender;

1.2.3 the table of contents and headings are for convenience of reference only, and shall not be used in and shall not affect the construction or interpretation of this Concession Agreement;

1.2.4 terms and words beginning with capital letters and defined in this Concession Agreement shall have the meaning ascribed thereto herein, and the terms and words defined in the Annexure and used therein shall have the meaning ascribed thereto in the Annexure;

1.2.5 words “include” and “including” are to be construed without limitation;



1.2.6 any reference to any point in time shall mean a reference to that point according to Indian Standard Time;

1.2.7 any reference to day shall mean a reference t o a calendar day; any reference to month shall mean a reference t o a calendar month;

1.2.8 Annexure to this Concession Agreement form an integral part of this Concession Agreement and will be in full force and effect as though they were expressly set out in the body of this Concession Agreement;

1.2.9 reference to this Concession Agreement or any other agreement, deed, instrument, Concession or document of any description shall be construed as reference to such agreement, deed, instrument, Concession or other document as the same may from time to time be amended, varied, supplemented, modified or suspended;

1.2.10 references to Recitals, Clauses, Sub-Clauses, Annexure in this Concession Agreement shall, except where the context otherwise requires, be deemed to be references to Recitals, Clauses, Sub-Clauses, Annexure of or to this Concession Agreement;

1.2.11 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 Concession Agreement is not a Business day, then the period shall run until the end of the next Business day;

1.2.12 references to any date, period or milestone dates shall mean and include such date, period or milestone date as may be extended pursuant to this Concession Agreement or by mutual consent of the Parties hereto;

1.2.13 wherever in this Concession Agreement provision is made for the giving or issuing of any notice, endorsement, consent, approval, certificate, agreement, Concession, proposal, communication, information or report or determination by any Party and/or the Independent Consultant / Expert, unless otherwise specified, such notice, endorsement, consent, approval, certificate, agreement, Concession, proposal, communication, information or report or determination shall be in writing under the hand of the duly authorised representative of such Party and/or the Independent Consultant /Expert in this behalf;

1.2.14 unless otherwise provided, any interest to be calculated and payable under this Concession Agreement shall accrue on a monthly basis and from the respective due dates as provided for in this Concession Agreement;

1.2.15 any word or expression used in this Concession Agreement shall, unless defined or construed in this Concession Agreement, bear its ordinary English meaning;

1.2.16 the damages payable by a Party to the other Party as set forth in this Concession Agreement, whether on per diem basis or otherwise, are mutually agreed genuine pre-estimated loss and damage/liquidated damages likely to be suffered and incurred by the Party entitled to receive the same and are not by way of penalty (the “ Damages”); and



1.2.17 terms and words beginning with capital letters and not defined in this Concession Agreement shall, unless repugnant to the context hereof or usage thereof, have the meaning ascribed thereto under the RFP and/or the bidding documents.

1.3 Measurements and Arithmetic Conventions All measurements and calculations shall be in metric system and calculations done to two (2) decimal places, with the third digit of five (5) or above being rounded up and below five (5) being rounded down, except in money calculation which shall be rounded off to nearest rupee.

1.4 Ambiguities within Concession Agreement In case of ambiguities or discrepancies within this Concession Agreement, the following shall apply:

1.4.1 Between two Clauses of this Concession Agreement, the provisions of specific Clause relevant to the issue under consideration shall prevail over those in the other Clause;

1.4.2 Between the provisions of this Concession Agreement and the Annexure, the Concession Agreement shall prevail, save and except as expressly provided in the Concession Agreement or the Annexure;

1.4.3 Between the written description on the drawings and detailed engineering and the specifications and standards, the latter shall prevail; and

1.4.4 Between any value written in numerals and that in words, the latter shall prevail.

1.5 Priority of Documents

The documents forming part of the bidding process leading to this Agreement shall be relied upon and interpreted in the following descending order of priority:

1.5.1 This Concession Agreement;

1.5.2 The Annexure to the Concession Agreement;

1.5.3 The LOA issued to the Preferred Bidder;

1.5.4 The written clarifications issued to the Bidders;

1.5.5 Written addenda to the RFP;

1.5.6 The RFP;

1.5.7 The Selected Bidder’s Bid.



2 CLAUSE 2: SCOPE OF PROJECT & CONDITIONS PRECEDENT

2.1 Scope of the Project

2.1.1 The Project shall be executed on the Project Site, which is delineated in Annexure B of this Agreement. The Hospital Building of the Authority is located at the Project Site. Subject to the terms hereof and the Applicable Laws & Applicable Permits, the scope of the Project shall be refurbishment and development of the Hospital Building, financing (to the extent committed as a part of the Bid), procurement and installation of Medical Equipment and commissioning of the Project Hospital along with the operation and maintenance of the Project Assets and includes (without limitation) the performance and execut ion, by the Concessionaire, of:

(i) financing (to the extent committed as a part of the Bid), procurement and installation of Medical Equipment;

(ii) refurbishing the Hospital Building and making suitable structural modifications as may be deemed necessary with the approval of the Authority;

(iii) commissioning the Project Hospital including procurement of Applicable Permits, deployment of Standard Operating Procedures (SOPs), soft launch and inauguration of the Project Hospital at the Project Site, coupled with execution of all activities incidental thereto;

(iv) recruiting and maintaining sufficient manpower, their training and management required for the smooth functioning of the Project Hospital and provisioning of Services to the Patients;

(v) operating and providing all Clinical Services and Non Clinical Services in the Project Hospital to the Patients;

(vi) charging, collecting, retaining and appropriating Service Charges, as per the provisions of this Agreement and approved by the Authority;

(vii) managing and maintaining the Project Assets so as to ensure efficiency and quality in Services rendered to the Patients;

(viii) repairing and replacement of Project Assets as and when required to ensure all such assets are in proper working condition

(ix) providing for all expenses for the operations and maintenance of the Project Assets and Services;

(x) upgrading and replacing the Medical Equipment as and when required to ensure uninterrupted Services;

(xi) transfer the Project Site along with the Project Assets to the Authority or its duly nominated agency, on the Transfer Date.

2.1.2 The scope of Project shall also include the performance and fulfillment of other and

incidental obligations by the Concessionaire under this Agreement. The Concessionaire shall undertake the performance of all its obligations under this Agreement at its own cost and expense.



2.2 Conditions Precedent

2.2.1 Conditions Precedent for Concessionaire

The obligations of the Authority, hereunder, are subject to the satisfaction in full of the following Conditions Precedent by the Concessionaire. The Concessionaire shall have:

(i) submitted the Refurbishment and Commissioning Plan along with detailed specifications for the Project Hospital to the Independent Consultant and procured approval on the same in accordance with the provisions of Clause 6.1 hereof;

(ii) achieved Financial Closure and submitted attested true copies of the Financing Documents to the Authority, along with its soft copies;

(iii) provided the Authority copies (certified as true copies by an authorized officer of the Concessionaire) of the Charter Documents of the Concessionaire;

(iv) provided the Authority copies (certified as true by the Director of the Concessionaire) of all resolutions adopted by the Board of Directors of the Concessionaire authorizing the execution, delivery and performance of this Agreement by the Concessionaire;

(v) procured/obtained, at its own cost and expense, the Applicable Permits required during the Refurbishment and Commissioning Period, unconditionally or if subject to conditions then all such conditions have been satisfied in full and such permits are in full force and effect and the Concessionaire is in compliance with the conditions of grant thereof;

(vi) submitted the approvals required for providing Services in the Project Hospital as per the Applicable Laws;

(vii) confirmed, in writing, that all the representations and warranties of the Concessionaire set forth in the Bid /Applications and forming part of this Agreement are/shall be true and correct as on the Execution Date and the Compliance Date.

(viii) submitted the amended Charter Documents in terms of Clause 6.17 hereof.

Provided that upon request in writing by the Concessionaire, the Authority may, in its sole discretion, waive fully or partially any or all the Conditions Precedent set forth in this Clause 2.2.1.

2.2.2 Conditions Precedent for the Authority

Save & except as provided under this Clause 2.2, the obligations of the Concessionaire are subject to the satisfaction in full of the following Conditions Precedent by the Authority. The Authority shall have:



(i) provided, Easementary Rights in respect of the Project Site and Hospital Building to the Concessionaire within 15 days of Execution Date;

(ii) completed the construction of the Hospital Building and the road(s) highlighted in Annexure D comprised in the Project Site and handed over the possession of the same to the Concessionaire on an ‘as-is-where-is’ basis and free from any Encumbrances, in accordance with the provisions of this Concession Agreement; and

(iii) granted those Applicable Permits, which are in its jurisdiction, to the Concessionaire;

(iv) appointed Independent Consultant as per provisions of Clause 12.1 hereto; (v) handed over the copies of approvals obtained till date and those applied for to the

Concessionaire; and (vi) handed over details of the fee paid and licenses obtained to the Concessionaire.

2.2.3 Obligation to Satisfy Conditions Precedent

(i) Without prejudice to the respective timelines as may be mentioned under this Clause 2.2.3, each Party shall, at its respective cost and expense, make all reasonable endeavors to comply in full with the Conditions Precedent relating to it within a period of sixty (60) days from the Execution Date. The later of the dates, when the Authority or the Concessionaire fulfils its Conditions Precedent, shall, be the date from which the identified obligations of the Parties hereunder shall commence (referred to as the “Compliance Date”).

(ii) In the event the Conditions Precedents of the Concessionaire have not been satisfied within the stipulated time and the Authority has not waived, fully or partially, such conditions relating to the Concessionaire, this Concession Agreement shall cease to have any effect as of that date and shall be deemed to have been terminated by the mutual agreement of the Parties and no Party shall subsequently have any rights or obligations under this Concession Agreement and the Authority shall not be liable in any manner to the Concessionaire or Person claiming through or under it.

(iii) Upon the termination of this Concession Agreement under this Clause 2.2.3, the access to or possession of the Project Site transferred to the Concessionaire shall forthwith terminate, and the Concessionaire and the Persons, claiming through or under it, shall immediately remove themselves from the Project Site and Project Hospital, without any demur or delay. In the event the Easementary Rights of the Project Site has been granted to the Concessionaire, the Easementary Rights to the Project Site shall forthwith stand revoked and the Project Site and Project Hospital shall immediately revert to the Authority free from all Encumbrances, irrespective of any outstanding mutual claims between the Parties or any third party claims.

(iv) In the event this Concession Agreement is terminated due to non- fulfillment of the Concessionaire’s Conditions Precedent and the same is not attributable to the Authority’s default or Force Majeure; the Authority shall be entitled to appropriate the Performance Security, as damages.



(v) Without prejudice to the foregoing, the Parties may, instead of terminating the Concession Agreement, extend the time for fulfilling the Conditions Precedent by mutual agreement.



3 CLAUSE 3: GRANT OF CONCESSION 3.1 Concession

3.1.1 Subject to and in accordance with the provisions of this Agreement, the Applicable

Laws and the Applicable Permits, the Authority hereby grants to the Concessionaire the concession set forth herein including the exclusive right, license and authority during the subsistence of this Concession Agreement to invest, finance, refurbish, equip, commission, operate, maintain and manage the Project (the "Concession") for a period of 20 (twenty) years commencing from the Execution Date, and the Concessionaire hereby accepts the Concession and agrees to implement the Project subject to and in accordance with the terms and conditions set forth herein.

3.1.2 Subject to and in accordance with the provisions of this Agreement, the Concession

hereby granted shall oblige or entitle (as the case may be) the Concessionaire to:

(i) all the rights, powers, benefits, privileges, Concessions and entitlements, to

utilize the Project Site and Project Assets for the purposes of the Project, and to further undertake the development, construction and improvement therein or thereon, as may be necessary or appropriate to manage the Project;

(ii) Easementary Rights, access and license to the Project Site and Project Hospital for the purpose of and to the extent conferred by the provisions of this Agreement;

(iii) to enter into agreements with such Persons, as it may deem necessary and appropriate, for performing its obligations under this Agreement;

(iv) ensure effective and comprehensive Services to the Beneficiaries and the Patients as per Good Industry Practice;

(v) administer, manage, operate & maintain the Project Site and Project Assets in accordance with Applicable Laws, terms of the Applicable Permits and Good Industry Practice;

(vi) ensure optimal management, operation, development and maintenance of the Project Assets throughout the Concession Period, either by performing the operation and maintenance itself, or by making durable, effective and permanent arrangements for due performance of the operation and maintenance obligations by appointing Contractors on its behalf to assist the Concessionaire in fulfilling its obligations in relation to the Project;

(vii) not assign, transfer or sublet or create any lien or Encumbrances on this Concession Agreement, or the Concession hereby granted or on the whole or any part of the Project, Project Site, and Project Assets nor transfer, lease or part possession thereof, save and except as expressly permitted by this Concession Agreement;



(viii) hand over the Project Site, and the Project Assets to the Authority or its nominated agency on the Transfer Date in accordance with the provisions hereof;

(ix) bear and pay all costs, expenses and charges in connection with or incidental to the performance of the obligations of the Concessionaire under this Agreement; and

(x) perform and fulfill all of the Concessionaire's obligations under and in accordance with this Agreement.

3.1.3 The period of Concession shall commence on the Execution Date and shall, if not terminated earlier or extended by the Authority, expire on the 20th (twentieth) anniversary of the Execution Date (herein the ‘Concession Period’).

Provided that in the event of early Termination, the period of Concession Agreement shall be limited to the period commencing from the Execution Date and ending with the Termination Date.



4 CLAUSE 4: HANDOVER OF THE PROJECT SITE AND PROJECT ASSETS 4.1 Rights, Title and Use of the Project Site and Project Assets

4.1.1 The Concessionaire shall have the exclusive right, license and authority to the use of

the Project Site, Hospital Building, Buildings & Infrastructure and Other Assets handed over to the Concessionaire in the phased manner provided in Annexure D and for this purpose it may regulate the entry into and use of the same by third parties.

4.1.2 The Concessionaire shall, in accordance with the terms of this Concession Agreement, have the right to operate and maintain the Project Assets and to demand and collect Service Charges during the Operations Period, in accordance with the terms of this Concession Agreement.

4.1.3 The Concessionaire shall not, without the prior written approval of the Authority, use the Project Site and Project Assets for any purpose other than for the purpose of the Project and purposes incidental or ancillary thereto, as per the provisions of this Agreement.

4.1.4 Notwithstanding anything contained in this Concession Agreement, the Concessionaire acknowledges the absolute and exclusive right & title of the Authority over the Project Site, Project Hospital, Buildings & Infrastructure and Other Assets.

4.2 Peaceful Possession

4.2.1 The Concessionaire shall, subject to complying with the terms and conditions of this

Agreement, remain in peaceful occupation and enjoyment of the Project Site and Project Assets during the Concession Period.

4.2.2 In the event the Concessionaire is obstructed by any person claiming any right, title or interest in or over the Project Site and Project Assets or any part thereof, or in the event of any enforcement action including any attachment, appointment of receiver or liquidator being initiated by any Person claiming to have any interest in/charge or the Project Site and Project Assets or any part thereof, the Authority shall, if called upon by the Concessionaire, defend such claims and proceedings and also keep the Concessionaire indemnified against any consequential loss or damages which the Concessionaire may suffer, on account of any such right, title, interest or charge, except where such obstructions or any enforcement action is for reasons attributable to the Concessionaire.

4.3 Access to the Project Site and the Project Assets

4.3.1 Following the handing over of the Project Site, Hospital Building, Buildings & Infrastructure and Other Assets in the phased manner as provided in Annexure D,



the Concessionaire shall, at all reasonable times and on reasonable notice, during the Concession Period accord access to the Authority, Independent Consultant or Persons duly authorized in their behalf or by any other relevant Government Authority (including those concerned with safety, security or municipal protection or otherwise) to inspect the Project Site, Hospital Building, Buildings & Infrastructure and Other Assets and carry out their respective duties and functions and to investigate any other matter within their authority. The Concessionaire shall also, at all reasonable times and on reasonable notice accord access for the use of Project Hospital and right of way to the Project Site to the representatives of the Authority or Persons duly authorized in their behalf by the Authority, including when the Authority undertakes the construction of Buildings and Infrastructure in Phase I and development of Phase II and III or any other expansion plan of the Authority, during the Concession Period.

4.3.2 The Persons obtaining access pursuant to Clause 4.3.1 above, shall conduct their activities and operations at their own risk, cost and expense and in such manner so as to cause minimum disruption to the management, operation and maintenance of the Project consistent with the purpose of the Person gaining such access.



5 CLAUSE 5: DEVELOPMENT & ENJOYMENT OF PROJECT SITE AND PROJECT ASSETS

5.1 Subject to the terms of this Concession Agreement, the Concessionaire shall be at liberty

to procure, install, equip, construct, erect, renovate, repair, alter, or otherwise deal with the Medical Equipment and other ancillary equipment and any structure or structures standing at the Project Site or to be constructed hereafter and the Works carried out therein and shall carry out any modifications thereto as it deems fit and shall keep the structures constructed or standing for the time being on the Project Site or any part or portion in good and tenantable repair and condition and the Concessionaire shall insure the same in accordance with Clause 17 of this Concession Agreement.

5.2 The Authority hereby covenants with the Concessionaire that, upon the Concessionaire

paying the Concession Fees hereby reserved and performing the covenants herein, on the part of the Concessionaire to be observed and performed, the Concessionaire shall peacefully enjoy the Project Site including the Project Assets for the Concession Period hereby granted without any let, interruption or disturbance of from or by the Authority or any person or persons lawfully or equitably claiming by, from or in trust for the Authority.

5.3 Right to Refurbish and Reconstruct

5.3.1 The Concessionaire shall have the right to refurbish the Project Hospital, Buildings & Infrastructure and Other Assets during the Operations Period at its own cost, and in accordance with Good Industry Practice and subject to Applicable Law.

5.3.2 The Concessionaire shall notify the Governing Body of the proposed modifications along with details thereof, shall consider such suggestions as the Governing Body may make and commence work only after obtaining written approval from the Governing Body. All development activities related to the Project Site shall be carried out with the approval of the Governing Body.



6 CLAUSE 6: OBLIGATIONS OF THE CONCESSIONAIRE

In addition to and not in derogation or substitution of any of the obligations, undertakings, terms and conditions or covenants set out elsewhere in this Agreement, the Concessionaire shall, without qualification, at its own cost and expense observe, undertake, perform and comply during the Concession Period with the following obligations:

6.1 Refurbishment And Commissioning

6.1.1 Review and Approval of the Refurbishment and Commissioning Plan

(i) The Concessionaire shall, within thirty (30) days of the Execution Date, submit a

refurbishment and commissioning plan including refurbishment details for civil modifications required to make the Hospital Building into a 230 bedded hospital, list and specifications of Medical Equipment , Services plan, quality assurance & safety plan, and commissioning plan including bed allocation, Services roll out, manpower deployment plan, marketing plan, along with all details, specifications and calculations (the “Refurbishment and Commissioning Plan”), to the Independent Consultant for review, incorporate suggestions by the Independent Consultant and submit through the Independent Consultant certified plans to the Governing Body for approval. By submitting the specifications, the Concessionaire represents that it has determined and verified that the Refurbishment and Commissioning Plan is in conformity with the Applicable Laws and Good Industry Practice.

(ii) The Concessionaire shall not be entitled to any extension of time for completing installation of Medical Equipments or any other relief on account of delay caused due to providing any clarification or in resubmitting the Refurbishment and Commissioning Plan; unless, such delay is occasioned due to a circumstance/situation not attributable to the Concessionaire and which, in the sole discretion of the Authority, requires suitable extension of the Refurbishment and Commissioning Period or other relief to compensate for such delay.

(iii) The Concessionaire shall not change Refurbishment and Commissioning Plan, approved by the Governing Body under this Concession Agreement, without the prior written consent of Governing Body. Provided that the Concessionaire may, for more efficient functioning of the Project, propose to and seek the consent of the Governing Body for changes to the approved Refurbishment and Commissioning Plan applicable to the Project and the Applicable Laws, which consent, if the changes sought are reasonably found to be justified, may be given by the Governing Body after due consultations with the Independent Consultant.



6.1.2 Refurbishment and commissioning of the Project Hospital

(i) Notwithstanding anything to the contrary contained under this Agreement, the

Concessionaire shall, subject to achievement of Conditions Precedent and terms hereunder, be eligible to commence Refurbishment Works on the Hospital Building only after procurement of all Applicable Permits.

(ii) Within fifteen (15) days from the Compliance Date the Concessionaire shall

(a). submit to the Independent Consultant the schedule with respect to proposed implementation of the Project (the ‘Project Implementation Schedule’) , its refurbishment and installation of Medical Equipment time schedule and the quality assurance, safet y and surveillance plan;

(b). build requisite organization and designate and appoint suitable officers/ representatives, as it may deem appropriate, to supervise the Project and to deal with the Independent Consultant, the Monitoring Agencies and the Government Authorities;

(c). undertake, do and perform all such acts, deeds and things as may be necessary or required to adhere to the Project Implementation Schedule and to achieve the completion of the Project under and in accordance with this Concession Agreement;

(d). develop and institute a quality assurance system and implement the same until the end of the Concession Period. The quality assurance system shall involve maintenance of appropriate records, documents and data, charts, samples etc. regarding the refurbishment and operation of the Project.

(e). mobilize manpower, plant, Medical Equipment, materials and resources.

(f). Intimate the Authority the details of all the above points in writing.

(iii) The Concessionaire shall undertake the refurbishment, procurement, installation, completion, testing and commissioning of the Project Hospital in accordance with the provisions hereof, and the Good Industry Practice, the Applicable Laws and terms of the Applicable Permits.

(iv) The Concessionaire shall ensure that documentary proofs of all contracts, purchase orders, invoices and bills for reimbursement of costs for refurbishments shall be made available to the Authority within 30 days of execution of such acts.

(v) The Concessionaire shall ensure that all contract(s) and arrangement(s) entered into in relation to the Refurbishment Works (to the extent such provisions can be reasonably obtained in the market concerned) include provisions whereby the relevant Contractor warrants that each part of such works carried out there under shall be fit for its purpose and free from all defects in design, workmanship and materials.



(vi) The Concessionaire shall, at its responsibility, arrange for materials used in undertaking the Refurbishment Works, as well as machinery, tools and ancillary materials. The Concessionaire shall make arrangements for transport, loading and unloading, stacking and proper storage (including making sheds) for all materials and machineries. The Independent Consultant shall have the right to inspect and check the quality and quantity of the materials and machineries and their storage in compliance with the terms of this Concession Agreement.

(vii) The Concessionaire shall organize the Project Site during the period of construction with regard to safety precautions, fire protection, security, transportation, delivery of goods, materials, plant and machinery, control of pollution, maintenance of competent personnel and labour and industrial relations and general site services including, without limitation, access to and on the Project Site.

(viii) The Concessionaire shall ensure that the Works shall comprise only materials and goods which shall be of sound quality and all workmanship shall be in accordance with the specifications and standards and Good Industry Practice and that each part of the Works shall be fit for the purpose for which it is required as stated in or as may be reasonably inferred from such plans.

(ix) The Concessionaire shall carry out or cause to be carried out the Refurbishment Works with the skill, care and diligence to be expected of appropriately qualified and experienced professional designers, engineers and contractors with experience of work similar in scope and nature to that required under this Agreement. The Concessionaire shall refurbish, engineer, install and execute the Project Hospital using the best design and engineering principles and pract ices.

(x) In the execution of the Refurbishment Work, the Concessionaire shall procure coordination amongst and avoidance of conflicts in the working of the Contractors, including all types of suppliers, subcontractors, agents, advisors and consultants. The Concessionaire shall monitor and supervise the activities of the Contractors, retained by it to fulfill its obligations hereunder, under the terms of their respective contracts.

(xi) Subject to the terms of this Concession Agreement, the Concessionaire shall complete the refurbishment and installation of Medical Equipment in respect of the Project/ Project Hospital within a period of seven (7) months from the Compliance Date, or as extended under the provisions of this Concession Agreement or by mutual agreement of the Parties.

(xii) The Concessionaire shall equip the Project Hospital with the Medical Equipment as per the list provided in Annexure C.

(xiii) The Concessionaire shall prepare a plan for procurement of medical equipment containing the specification and cost estimate of the medical equipment to be procured (“Medical Equipment Plan”).



(xiv) The Concessionaire shall start procurement after the Medical Equipment Plan is approved by the Independent Consultant.

(xv) In Medical Equipment Plan the Concessionaire shall also separately identify the medical equipments with cost estimate equivalent to the Committed Investment which the Concessionaire shall finance from its own fund. After the procurement is done, if the actual cost of such equipment is higher than the Committed Investment than Authority will be reimburse the additional amount to Concessionaire. If the actual cost of such equipment is lower than the Committed Investment than the Concessionaire shall pay the remaining balance to the Authority. The list of equipments purchased by the Concessionaire out of the Committed Investment shall be included in Annex ure O to the Agreement.

(xvi) The final list of Medical Equipments and their specifications shall be prepared by the Concessionaire, deviations from Annexure C shall also be highlighted. This final list of Medical Equipment shall be approved by the Governing Body with the recommendation of the Independent Consultant as per the provisions of Clause 6.1.1 and such amended list will replace Annexure C and will become part of this Concession Agreement.

(xvii) The Concessionaire shall ensure that all Medical Equipment shall be brand new and shall conform to international standards and also ensure that all Medical Equipment is installed, checked and operated according to manufacturer’s instructions, Good Industry Practices and Applicable Laws. The Concessionaire may add additional Medical Equipment or take higher versions of the Medical Equipment planned with the approval of the Governing Body as per the provisions of Clause 6.1.1.

(xviii) The Concessionaire shall equip the Project Hospital with additional support items not being provided by the Authority for the smooth operations and maintenance of the Project Hospital.

(xix) Within ninety (90) days of COD, the Concessionaire shall furnish to the Authority three (3) copies of the Project Hospital details as actually refurbished and constructed, and the installed Medical Equipment in the Project Hospital.

6.1.3 Take all Applicable Permits for commissioning of Project Hospital.

6.1.4 Undertake structural changes in the Hospital Building to convert it into a 230 bed hospital

6.1.5 Submit documentary evidences for the cost incurred for making structural changes as mentioned in Clause 6.1.4 and installing HIS as mentioned in Clause 6.1.8.

6.1.6 During the Refurbishment and Commissioning Period, the Concessionaire shall prepare and submit progress reports as per the provisions of Clause 12.4.1.

6.1.7 The Concessionaire shall promptly carry out, at its own cost and expense, such further works as may be necessary to remove the defects and deficiencies observed



by the Independent Consultant and ensure completion of the Project in all respects in accordance with the provisions of this Concession Agreement.

6.1.8 Implement a state of the art Hospital Information System (HIS) so as to capture all data in a digitized format.

6.1.9 Establish a Management Information System (MIS) system and circulate the reports as required in Clause 12.4 to the Authority and Monitoring Agencies in the agreed formats.

6.1.10 The Concessionaire shall implement Standard Operating Procedures (SOPs) for all departments

6.1.11 The Concessionaire shall commission the hospital for providing the planned services

6.1.12 The Concessionaire shall ensure adequate visibility of the Project Hospital and provide all necessary support prior to inauguration of the Project Hospital

6.1.13 In implementing the Project, the Concessionaire shall ensure compliance by itself and Persons claiming through or under it with all Applicable Laws, including environmental laws and laws relating to pollution, and the terms of Applicable Permits and the Concessionaire shall be entirely liable for any violations or breaches thereof and indemnify and keep indemnified the Authority from and against all liabilities and costs in this behalf.

6.2 Operation And Maintenance (O&M) 6.2.1 The Concessionaire shall be solely and exclusively responsible for the entire operations

and maintenance of the Project Assets during the Concession Period and for provisioning of all Services planned for the Project. The Concessionaire shall operate and maintain the Project Assets and render Services during the Concession Period by itself, or through Contractors, and if required, bring improvements to the Project and the provision of Services to comply with operation & maintenance requirements as may be, from time to time, required by the Authority and other requirements set forth in this Concession Agreement, Good Industry Practice, Applicable laws and Applicable Permits and more specifically:

(i) undertaking routine maintenance in compliance with this Concession

Agreement;

(ii) carrying out periodic repairs and preventive maintenance to Project Assets;

(iii) preventing with the assistance of the concerned law enforcement agencies encroachments on the Project including Project Site and preserve the right of way;

(iv) maintaining a public relations unit to interface with and attend to suggestions from users of the Project Hospital, the media, Government Agencies, and other external agencies ;



(v) cleaning and sanitization of the Project Site, Project Hospital, Buildings & Infrastructure and Other Assets and infectious disease control within the Project Site;

(vi) safety and security of persons and property within the Project Site; and

(vii) management and disposal of all medical and other waste produced in the Project Site in compliance with the Applicable Laws.

6.2.2 The Concessionaire shall develop an Operations and Maintenance Manual (O&M

Manual) for the hospital which shall contain standard procedures for all activities being carried out in the hospital. This O&M Manual shall be agreed and approved by the Authority within 1 year of the COD. The O&M Manual shall be for the regular and periodic operation, management and maintenance of the Project Hospital and provision of Services.

6.2.3 The Concessionaire shall incorporate suggestions from the Authority in the O&M manual

within 2 months of receiving the suggestions and supply one hard copy and one soft copy of O&M Manual to the Authority. The O&M Manual shall be regularly updated to reflect changes in standard practices or incorporation of new standards and new copies shall be developed and provided to the Authority at the start of each new financial year.

6.2.4 The Concessionaire shall keep the structures within the Project Site in a clean, tidy and

orderly condition, free of litter and debris. 6.2.5 The Concessionaire shall ensure to comply with the “Service Level Specifications” as

mentioned in Annexure J and any modifications thereto as may be indicated by Governing Body from time to time. The Concessionaire shall submit to SMVDIME Medical Director, the compliance reports specified in Clause 12.4 in such numbers and frequency as provided therein. The form of reports shall be agreed with the Authority and would substantially cover the specifications and indicators as described in the above mentioned schedule.

6.2.6 The Concessionaire shall undertake periodic inspection of the Project Site and Project Assets to determine their condition including its compliance and the maintenance required and shall prepare/ cause to prepare and maintain such inspection records and reports

6.2.7 The Concessionaire shall, at its own costs, undertake replacement and repairs of Project

Assets to ensure compliance with the Service Level Specifications as per Annexure J and upkeep of all such assets in good order and working condition and provision of Services as per the terms of the Concession Agreement only after the approval of the Governing Body.



6.2.8 The Concessionaire shall enter into comprehensive Annual Maintenance Contracts (AMCs) with the suppliers for all Medical Equipment procured and installed by it. The AMCs shall be valid for the entire period of the Concession Agreement and shall cover each and every aspect of maintenance including spares.

6.2.9 The Concessionaire shall enter into comprehensive AMC for the all components of the IT system including the HIS installed for the life of the component.

6.2.10 The Concessionaire shall ensure upgradation and/ or replacement of Medical Equipment and other items to render uninterrupted and efficient services. All newly procured medical equipments by the Concessionaire during the Concession Period shall be appended to the Concessionaire’s Medical Equipment list.

6.2.11 The Concessionaire shall be responsible for and maintain all the Project Assets provided to it by the Authority given in Annexure D as per an Annual Maintenance Plan to be agreed with the Authority. All such costs for maintenance shall be borne by Concessionaire.

6.2.12 The Concessionaire shall maintain an online management system comprising of ERP (Enterprise Resource Planning) and HR management solution containing daily records of billing and Patient details. This should be made accessible to the Authority’s officials, SMVDIME Medical Director and or appointed representatives as and when required for monitoring of the same.

6.2.13 In case of Medico legal cases the Concessionaire shall inform the Authority about the case and submit a report to the Authority. However, any judicial obligation shall be the responsibility of the Concessionaire.

6.2.14 Subcontracting, Sub-Leasing, Licensing & Franchising (i) The Concessionaire shall not outsource any critical activity (the “Critical

Activity”) of the Project Hospital. Critical Activity is one which directly or indirectly affects the quality of care and services being provided to the Patients. the Authority shall decide what constitutes Critical Activity and the Concessionaire is bound to accept such decision. In any case Clinical Services shall not be outsourced.

(ii) Subject to compliance with the provisions of this Concession Agreement and the

Applicable Laws, the Concessionaire may, effective from the Compliance Date, grant sub leases (of built-up spaces) or enter into letting, sub-letting, sub concessions, franchising, management, service, subcontracting or other suitable arrangements on mutually agreed market driven terms and conditions (referred to as the “Contractual Arrangements”) with any Person (referred to as the “Contractors”) for managing, administering, operating and maintaining the



Project Hospital for activities like housekeeping, food and beverages, laundry etc,. However the Concessionaire shall be responsible for all such Services and shall keep the Authority informed about all such Contractual Arrangements and share the sub contract details with the Authority. The Project Site and Project Assets shall not be used for any activity that is not permitted and/or prohibited under the Applicable Laws or the Applicable Permits.

(iii) All Contractual Arrangements shall be subject to the following terms and

conditions:

(a). such Contractual Arrangements shall not contain any terms or provisions inconsistent with or in derogation of any terms or provisions of this Concession Agreement;

(b). the terms and conditions of this Concession Agreement are complied with and as applicable form a part of such Contractual Arrangements and the Contractors, if any, shall be bound by such terms and conditions and be liable and accountable in respect thereof;

(c). the duration of such Contractual Arrangements shall be limited to and be co-terminus with/not exceed the Concession Period herein;

(d). all such Contractual Arrangements shall be determined and terminated automatically and simultaneously on the expiry, determination or termination of this Concession Agreement as the case may be, subject to Clause 15.5.1(ii);

(e). such Contractual Arrangements shall come into effect and operation only upon the Concessionaire achieving the Conditions Precedent;

(f). the Concessionaire shall, at its own cost and expense, carry out or cause the operation and the execution and existence of Contractual Arrangements, however, the same shall not relieve the Concessionaire of its liability or obligations as set out in this Agreement;

(g). Each Contractual Arrangement shall include provisions to the effect that in case of a conflict, direct or indirect, between the provision of this Concession Agreement on the one hand and the Contractual Arrangement on the other hand, the provisions of this Concession Agreement shall prevail and such Contractual Arrangement shall stand modified to that extent; and

(h). The Concessionaire shall submit to the Authority, for its information and records, notarized true copies of the agreements/documents relating to the Contractual Arrangements within thirty (30) days of the date of execution, modification or amendment thereof.



(iv) The Authority shall not be liable in any manner whatsoever to any Person in respect of or in connection with execution of documents/ agreements, matters, understandings and/or disputes relating to the Contractual Arrangements between the Concessionaire and such Person or otherwise or for the Concessionaire’s contracts with Third Parties. The Concessionaire shall indemnify and keep indemnified the Authority, its employees, agents, representatives and consultants from and against all costs, losses, damages, liabilities, proceedings, litigation, penalties etc. in this behalf.

6.3 Clinical Services

6.3.1 The Concessionaire shall offer the best Clinical Services for specialties specified in

Annexure H. Services in all the clinical specialties mentioned in Annexure H shall be offered as per the schedule provided in Annexure H. Any deviations shall have to be approved by the Governing Body.

6.3.2 The Concessionaire shall provide clinical procedures, treatments, diagnostics etc. related to other specialties as may be set up at the Project Hospital as per demand in the market.

6.3.3 The Concessionaire shall ensure round the clock handling/ treatment of all emergency/trauma cases at the Hospital.

6.3.4 All categories of Patients shall be provided consultation/ treatment on the basis of Patient queuing system to be maintained as per their entitlement. However seriously ill/ emergency Patients shall be attended on priority basis. Patients queuing system shall be as per unique registration number given to each Patient.

6.3.5 The diagnostic services shall be available at all times and at no point in time a Patient shall have to wait unnecessarily . Waiting times shall be monitored as per the Service Level Specifications provided in Annexure J.

6.3.6 The hospital should ensure that the diagnostic test results are promptly made available and are reliable.

6.3.7 The Concessionaire shall develop a state of the art blood bank and obtain the necessary license from Competent Authorities. The Concessionaire shall follow all guidelines and standards of safety as required by the Statutory Authorities for the Blood Bank.

6.4 Non Clinical Services

6.4.1 The Concessionaire shall develop and maintain Non Clinical Services which shall include but not limited to the following; (i) Central Sterilization and Supply Department (CSSD)



(ii) Material Management

(iii) Catering and Dietary Services

(iv) Laundry and Linen

(v) Portering and Transport Services

(vi) Mortuary

(vii) Record keeping and maintenance

(viii) Building and Estate Management

(ix) Waste Management

(x) Equipment Maintenance

(xi) Utilities Management

(xii) Housekeeping

(xiii) Parking

(xiv) Security

6.4.2 The Concessionaire shall develop following amenities but not limited to;

(i) Pharmacy Shop

(ii) Canteen

(iii) Kiosks (for STD, Internet, Fax, Photocopy etc.)

(iv) Cloakrooms

(v) Bank/ATMs

(vi) Other value added conveniences, facilities and services related to operation of hospital

6.5 Quality Standards and Accreditation

6.5.1 The Concessionaire shall ensure that the highest service standards and good medical

practices comparable with the best domestic as well as international standards are adopted towards rendering the Services. The Authority shall appraise and evaluate the running and operation of the Project Hospital by the Concessionaire. The Authority reserves the right to have designated representatives review, inspect and evaluate the operation and condition of the service facilities with respect to the quality, the methods of services, the prices, the hours, safety, sanitation, and maintenance of the areas where the Services are provided. In case the quality of Services provided is not found to the desired standards and specifications, action as deemed fit will be taken against Concessionaire.



6.5.2 The decision of the Authority with regard to determining of quality of work / Services shall be final and binding on the Concessionaire. The Authority reserves the right either to get the deficiency removed at the cost of Concessionaire or claim damages in respect thereof or both.

6.5.3 The Concessionaire shall ensure it procures NABH and NABL certification within 3 (three) years of COD and maintains its accreditation with respect to operation of Project Hospital at all times.

6.5.4 If the Authority determines that the operation and functioning of the Project Hospital does not meet the requirements of this Agreement or the Applicable Laws or the guidelines of NABH, it will notify the Concessionaire in writing of the complaint, the facts involved, and the solution sought. If the Concessionaire fails to satisfy the complaint within thirty (30) days of such notice, the same shall be considered as a Concessionaire Event of Default and the Authority shall have the right to terminate the Concession Agreement in accordance wit h the terms of this Concession Agreement.

6.6 Revenues and Billing

6.6.1 The Concessionaire shall be responsible for managing revenue generation of the Project

Hospital.

6.6.2 The Concessionaire shall undertake all activities to enhance revenues and shall prepare an annual operating plan (the “Annual Operating Plan”)wherein a plan of revenues and all associated activities for its generation for the coming financial year shall be formulated, discussed and a pproved by the Governing Body.

6.6.3 The Concessionaire shall, in due consultation of the Authority, structure, generate and

maintain a standardized billing system which can be accessible to the Authority as well as other Monitoring Agencies, as and wh en required;

6.6.4 The Concessionaire shall ensure that the online software system should be used for daily

billing of Patients. The billing receipt should mention the Patient’s name, Beneficiary/Beneficiaries card n umber, treatment done, date of visit/payment, and mode of payment (self/ insurance/ the Authority). Two copies of the bill should be made - one for the Patient and one for the Authority’s on premises representative which is duly signed by the front desk personnel.

6.7 Service Charges

6.7.1 Clinical Services

(i) The Concessionaire shall collect a Service Charge from the Patients for the

Clinical Services in accordance with Annexure I and charge Patients only as per



the tariff rates provided in Annexure I of this Concession Agreement and no extra charge shall be collected whatsoever.

(ii) Any revision in Service Charges shall be made in accordance with Annexure I

after approval of the Governing Body.

6.7.2 Non Clinical Services

(i) The Concessionaire shall collect Service Charges from the Patients for the Non

Clinical Services at such rates as may be determined and approved by the Governing Body from time to time.

6.8 Employees, Personnel and Labour

6.8.1 The Concessionaire shall recruit manpower as per industry norms to provide the

Services as required in this Agreement. A Manpower Plan will be submitted by the Concessionaire for approval. Manpower Plan may be revised as per requirement by the Concessionaire. However all changes in the manpower numbers and plan shall have to be submitted to the Governing Body as and when the next Governing Body meeting occurs and appro ved by the same.

6.8.2 The Concessionaire shall ensure that senior doctors should be available in all specialties at all times of operations. The Project Hospital should have sufficient number of doctors and super specialist s at all times.

6.8.3 Adequate provisioning of nurses, paramedical and other support staff should be maintained so as to ensure high quality of services not lesser than the flagship hospital of the Concessionaire.

6.8.4 An indicative manpower plan has been provided in Annexure F.

6.8.5 There shall be no reported shortage of staff (medical, paramedical, nursing and other ancillary staff) at the Project Hospital at any point of time and all staff shall be vetted and approved for work in areas as appropriate in accordance with their qualification and experience.

6.8.6 The Concessionaire shall ensure that all staff are properly and presentably dressed in appropriate uniforms and work wears (including protective clothing and foot-wears where required), maintain a high standard of personal hygiene commensurate with their allocated tasks and wear identification badges at all times while working in the Project Hospital.

6.8.7 All approved posts should be duly filled in by the Concessionaire and at no point in time the services of the Project Hospital should suffer for lack of staff including doctors.



6.8.8 The Concessionaire shall ensure training of the all staff of the Project Hospital and ensure that all staff undergo minimum annual training requirements

6.8.9 The Concessionaire shall maintain qualification, employment, recruitment, training and all other necessary records of all employees of the Project Hospital in the IT system.

6.8.10 The Concessionaire shall be solely and exclusively responsible for the recruitment, transportation, accommodation, catering, payment of the salaries, wages and other payments and costs incidental thereto, health, hygiene, safety etc. and all taxes, charges, levies, duties payable under Applicable Laws arising from the respective terms and conditions of employment of all personnel and labour employed by the Concessionaire in connection with the Project under or through whatever legal relationship. the Authority shall not be liable in any manner whatsoever in respect of such employees and labour.

6.8.11 The Concessionaire shall make efforts to maintain harmony and good industrial relations among the labour and personnel employed in connection with the performance of the Concessionaire's obligations under Concession Agreement and be the principal employer in respect of such labour and personnel. The Concessionaire shall be solely responsible and liable for compliance with all Applicable Laws, including labour and local laws, pertaining to the employment of labour, staff and personnel by itself for implementing the Project.

6.8.12 The Concessionaire shall purchase and maintain insurance coverage statutorily required under Applicable Laws of labour throughout the Concession Period.

6.8.13 The Concessionaire understands and agrees that its employees shall not be considered officers, employees or agents of the Authority and liabilities pertaining to such employees/contractors etc will be the sole responsibility of the Concessionaire.

6.8.14 The Concessionaire shall be responsible for any injury / accident to persons employed / deployed by it at the Project Site and Project Assets and for proper usage of all infrastructures provided the Authority for the execution of the Project.

6.8.15 The Concessionaire shall establish credentialing and privileges granted to doctors.

6.9 Information, Records and Customer Relationship Management

The Concessionaire shall implement a state of the art Hospital Information System (HIS) so as to capture all data in a digitized format. The HIS deployed should be the latest version of a reliable and reputed hospital management software application and approved by the Governing Body. The HIS system shall be financed by the Authority. The Concessionaire will be required to

6.9.1 create, maintain, and preserve professionally the records (including diagnosis,

treatment and care given) for all Patients receiving treatment. A medical record shall document the health of a Patient, including past and present illness and treatment



prescribed, with special attention to the events affecting the Patient during episode of care. Hospital shall ensure that Patient receives a high quality of medical care, which is documented completely, accurately and timely in the medical record. The Concessionaire shall issue a unique registration number to every Patient. All records and data shall be kept in reference to this number. The records shall be kept in an appropriate secure location. The Concessionaire shall maintain the medical records for five years and medico legal cases records for ten years before archiving. The Concessionaire shall deploy adequate resources for maintaining the medical records.

6.9.2 shall comply with any duty arising from the Patient's entitlement to confidentiality of his/her health record and any other information (including personal data) relating to him/her as a Patient in accordance with the Applicable Laws and Good Industry Practice;

6.9.3 shall promptly return any records on Patient’s health and any other personal data relating to Patients treatment to the Patient’s attendant upon request at any time;

6.9.4 maintain a management information system comprising of Patient records (including appointments, procedures, history, inventory etc.), management, staff information (including qualification, attendance, daily load etc ),billing software;

6.9.5 provide access to the above information to the Authority and other Monitoring Agencies as and when requested;

6.9.6 structure and establish an appropriate information management and governance systems and processes in place to safeguard Patient information. This will need to be supported by appropriate training of staff;

6.9.7 keep and maintain all such books, records and reports as are required to be maintained by the Authority and shall submit or cause to be submitted to appropriate Government Authorities, Monitoring Agencies all information and reports as per this Concession Agreement, Applicable Laws and Applicab le Permits ;

6.9.8 ensure that the online software system should be used for daily billing of Patients.

6.10 Branding of the Hospital

Branding of the Project Hospital shall be discussed and decided by the Authority in consultation with the Concessionaire. The Concessionaire shall be obliged to use its flagship brand for the Project. The Authority may also consider co-branding the Project by associating its name with the Project.

6.11 Management

6.11.1 The Concessionaire shall put in place the management structure, responsibilities and

lines of communication in respect of Services and notify the same to the Authority.



6.11.2 The Concessionaire shall ensure that management structure established and operating is in accordance with this Concession Agreement. Any material change in such structure, responsibilities and lines of communication which may have significant impact on the Project during the Concession Period shall be reported to the Authority.

6.11.3 The Concessionaire shall provide information to the Authority for contribution to the Authority’s internal and external public relations.

6.12 Security

6.12.1 The Concessionaire shall provide security services for maintaining a secure

environment within the Project Hospital and responding to security incidents within the Project Hospital. Concessionaire shall ensure that all system and controls are in place and are funct ional to safeguard property, cash and commodities.

6.12.2 The security shall be provided 24 hours per day, through out the year. .

6.13 Applicable Permits

6.13.1 The Concessionaire shall obtain and maintain at its cost all Applicable Permits for the purposes of the Project, including managing, operating and maintaining the Project and Project Hospital in accordance with the terms of this Agreement. Subject to the Concessionaire complying with the Applicable Laws and Good Industry Practice, the Authority shall use best efforts to facilitate the securing of such Applicable Permits from the relevant Government Authority.

6.13.2 The Concessionaire shall expeditiously make the necessary applications to the relevant Government Authorities for all Applicable Permits to meet the stipulated time frames in this Concession Agreement, for completion of the Works, to achieve the various performance milestones, if any, and to perform all of its other obligations under this Concession Agreement. The Concessionaire shall supply the appropriate particulars and details to such Government Authorities as may be necessary to confirm that the Concessionaire fulfills the eligibility criteria to enable such authority reasonably to consider the request for the grant of the relevant Applicable Permits and, following the grant of any such Applicable Permits, the Concessionaire shall maintain such Applicable Permits in full force and effect so long as it is necessary in order for the Concessionaire to perform its obligations hereunder.

6.14 Audit and Account

6.14.1 Appointment of Auditors

(i) The Concessionaire shall appoint and have during the subsistence of this Concession Agreement, as its statutory auditors, a reputed firm of chartered



accountants duly licensed to practice in India. All fees and expenses of the statutory auditors shall be borne by the Concessionaire.

(ii) Any claim or document provided by the Concessionaire to the Authority relating to receipts, income, payments, costs, expenses, accounts or audit, and any matter incidental thereto, in connection with the Project shall be valid and effective only if certified by the Concessionaire’s statutory auditors.

6.14.2 Maintenance of Accounts

(i) The Concessionaire shall, during the subsistence of this Concession Agreement, maintain books of accounts recording all its receipts from all sources derived or on account of the Project, income, expenditure, payments and assets and liabilities, in accordance with this Concession Agreement, the relevant accounting standards and the Applicable Laws. The Concessionaire shall provide the Authority, 2 (two) copies of its audited balance sheet and profit and loss account along with a report thereon by its statutory auditors, within 120 (one hundred and twenty) days of the close of the Financial Year to which they pertain.

(ii) The Concessionaire shall establish and maintain a daily and monthly reporting system to provide storage and ready retrieval of data related to the management, operation and maintenance of the Project, including all such information which is necessary to verify costs and expenses incurred or revenues earned. The Concessionaire shall provide copies of such reports to the Authority within 5 (five) days of the end of each month.

6.15 Compliance with Applicable Laws.

6.15.1 The Concessionaire agrees to comply with all Applicable Laws that are now or

may in the future become applicable to Concessionaire ’s management, operation and maintenance of the Project.

6.15.2 The Concessionaire and all its employees, consultants, contractors, contract labour and agents shall secure and maintain in full force such permits and license as are required by law in connection with the performance of Services under this Concession Agreement.

6.16 Reporting Requirements

6.16.1 The Concessionaire shall provide to the Authority and its representatives and the

Independent Consultant periodic reports on a regular basis during the Concession Period, in accordance hereof and at all times forthwith provide to the Authority, Monitoring Agencies and the Government Authorities such information, data and documents as the they may reasonably require.

6.16.2 The Concessionaire shall as and when required by the Authority and/or the Monitoring Agencies deliver to the Authority and/or the Monitoring Agencies, as the



case may be, all documents, its other evidence which may be required to establish the compliance by the Concessionaire and its sub-contractor with all Applicable Laws, Applicable Permits & terms of this Concession Agreement and shall always be open to audit and /or inspection of itself or its agents and /or associates, by the Authority and/or the Monitoring Agencies. the Authority and/or the Monitoring Agencies is entitled by itself or through its agents to carry out the audit of the Concessionaire and /or inspection as specified hereinabove on a fortnightly/ monthly/quarterly basis, as it may find reasonable.

6.16.3 List of Records and Documents to be maintained

All records and plans related to the Project shall be kept at the Project Hospital in soft and hard copies as may be applicable. The list of records to be maintained shall include but not be limited to the following:

(i) The Project Contract, its Schedules and the project documents including all amendments to such agreements.

(ii) All other documents, software or other information expressly referred to in the Concession Agreement.

(iii) Records relating to the appointment and supersession of the Concessionaire’s representative and the Authority representative.

(iv) Documents, Detailed project reports, plans, drawings, design data or submissions raised in accordance with review procedure, as built drawings

(v) Documents relating to applications, consents, refusals and appeals.

(vi) Records relating to any specialist or statutory inspections of the Project Site and Project Assets.

(vii) Notices, reports, results and certificates relating to completion of the Works and completion of the commissioning activities.

(viii) All operation and maintenance manuals.

(ix) Documents relating to events of Force Majeure, delay events, Events of Default and the consequences of the same.

(x) All formal notices, reports or submissions made to or received from the Authority in connection with the provision of services, the monitoring of performance, or the availability of the facilities.

(xi) All certificates, licenses, registrations or warranties related to the Project and provision of Services.

(xii) Documents related to referrals to the dispute resolution procedure.

(xiii) Documents related to change in ownership or any interest in any or all of the shares in Concessionaire.



(xiv) Documents relating to the rescheduling of the debts of Concessionaire or refinancing of the Project.

(xv) Records related to taxes.

(xvi) Financial records, including audited and unaudited accounts of parent company and Concessionaire and related reports.

(xvii) Documents relating to testing and acceptance of activities

(xviii) Records required as per Applicab le Laws

(xix) Documents relating to insurance and i nsurance claims.

(xx) All other records, notices or certificates required to be produced and/or maintained by Concessionaire pursuant to Concession Agreement or any document relating to Project.

(xxi) Complaint Register

(xxii) All reports for monitoring or otherwise as provided in this Concession Agreement in their prescribed formats

6.17 Shareholding and Management of the Concessionaire

6.17.1 The Concessionaire shall amend its Charter Documents to incorporate conditions to prevent the Selected Bidder’s equity in the Concessionaire falling below 51% during the Concession Period. The Concessionaire shall further ensure that the Selected Bidder holds, at all times during the Concession Period, Equity in the Concessionaire equivalent to 51% or more of the issued and paid up capital of the Concessionaire subject to a minimum of Rupees 1,00,00,000( Rupees One crore only).

6.17.2 The Concessionaire shall also ensure that during the Concession Period the management and control of the Concessionaire remains with the Selected Bidder and that the nominees of the Selected Bidder on the Board of the Concessionaire during the Concession Period shall be Indian Nationals.

6.17.3 Where the Selected Bidder is a consortium the above clause shall apply to the lead member of the Consortium.

6.17.4 Any non-compliance with the provision of sub-Clauses 6.17.1 and 6.17.2 of this Clause 6.17 by the Concessionaire shall constitute an Concessionaire Event of Default, which shall entitle the Authority to terminate this Concession Agreement in accordance with the provisions of Clauses 14 & 15 hereof.

6.18 Project Contracts

6.18.1 The Concessionaire accepts and undertakes to ensure that the terms of all Project Contracts (including the agreements between the Concessionaire and any other Person(s), including vendors of goods and services, or between any of these entities) shall be in conformity with the provisions of this Concession Agreement and not in



derogation of or conflict with the provisions hereof. In the event of any conflict or inconsistency between such documents and this Concession Agreement, the provisions of this Concession Agreement shall prevail. The Concessionaire further undertakes that any agreement between itself and any other Person(s), or between any of these entities, shall contain such terms and conditions as may be necessary to ensure that the counterparty thereto is required to perform its part of the agreement(s) in conformity with the Concessionaire’s obligations under this Concession Agreement and that such Project Contracts shall run co terminus with this Concession Agreement with a right to the Authority to step in the place of the Concessionaire post termination of this Concession Agreem ent for any reason.

6.18.2 The Concessionaire shall

(i) provide to the Authority notarised true copies of the duly executed Project

Contracts to which the Concessionaire is a party, including any related instruments, deeds, contracts, supplemental agreements and other such documents relating thereto and of any amendments, supplements or replacements etc. thereof within 15 (fifteen) days of such execution or amendment etc. or such time as is stipulated herein for specific documents.

(ii) Not make any replacement, modification or amendment to any of the Project Contracts at any time without the prior approval of the Governing Body if such replacement, modification or amendment has or may have the effect of imposing or increasing any financial liability or obligation or any other liability on the Authority and in the event that any replacement, modification or amendment is made without such approval, the Concessionaire shall not enforce such replacement, modification or amendment nor permit enforcement thereof against the Authority.

(iii) Subject to the terms hereof, comply with its obligations set out in the Project

Documents.

the Authority shall not be liable in any manner whatsoever for any agreements of the Concessionaire with third parties (i.e. parties other than the Authority and the Concessionaire).

6.19 Taxes and Duties

6.19.1 The Concessionaire shall pay in a timely manner all taxes, duties, levies, cess and

charges in respect of the Project and its activities relating thereto, including but not limited to income tax, sales tax, service tax, value added tax, excise duty, customs duty and octroi that may be levied, claimed or demanded from time to time by any Government Authority including any increase therein effected or fines or penalties related thereto. All payments by the Authority to the Concessionaire, if any, shall be subject to deduction of tax at source as applicable. Further the payments by the



Authority to the Concessionaire, if any, shall be inclusive of the service tax and the Authority shall not be required to make any additional payment on this account.

6.19.2 The Concessionaire shall pay all expenses, taxes, charges and rates, including penalties for default in payment, fines, late fees and other outgoings at the applicable rates to the concerned Government Authorities/entities in relation to the use of utilities and services by the Concessionaire during the management, implementation, operation & maintenance of the Project such as water supply, sewerage disposal, fuel, garbage collection and disposal, electric power, gas, telephone and other utilities and ensure avoidance of any disruption thereof due to disconnection or withdrawal of the facility, and indemnify and keep indemnified the Authority in this respect;

6.19.3 The Concessionaire shall pay to the Government Authorities all present and future applicable taxes, charges, rates, assessments, duties, levies, fines, cesses, penalties and other outgoings, including property and municipality taxes from time to time during the Concession Period in respect of the Project Site and Project Assets. The Concessionaire shall indemnify and keep indemnified the Authority from any and all liabilities and consequences arising from any and all such non-payment, delayed payment, attachment, disturbance of possession, notice, order, litigation etc.

6.20 Project Milestones

6.20.1 The project milestones (the “Project Milestones”) that the Concessionaire shall meet are set out below:

S.No. Timeline Deliverable from Concessionaire

1 30 days from Execution Date

Submission of Refurbishment & Commissioning Plan

2 15 days from Compliance Date

Commencement of refurbishment , changes in building layout

3 7 months from Compliance Date

Inauguration of the 230 Bedded Hospital providing all the mandatory & other services (the ‘Scheduled Project Completion Date’)

6.20.2 In exceptional circumstances, on the written request by the Concessionaire for

extension of end dates for Project Milestones together with adequate justification thereof, the Authority may consider such request, and where appropriate, permit suitable extension not exceeding ninety (90) days along with liquidated damages in accordance with Clause 16.7, provided that such extension shall in no case delay COD beyond one hundred eighty (180) days of Scheduled Project Completion Date’. In the



event Concessionaire is not able to achieve COD within such extended period, it shall be deemed a Concessionaire Event of Default.

6.20.3 In case, such extension is permitted by the Authority, the revised dates for Project Milestones shall be treated as scheduled Project Milestones date/s. In case of non-achievement of any of the Project Milestones by the Concessionaire, the Authority reserves the right, without prejudice to any other rights which it may be entitled to under this Agreement, to forfeit the all or part of Performance Security, so furnished by the Concessionaire.

6.21 Other Obligations

The Concessionaire shall

6.21.1 nominate two (2) members and assist in establishing the Governing Body.

6.21.2 procure and maintain requisite insurance in accordance with the provisions hereof;

6.21.3 provide all assistance to the Authority, the Monitoring Agencies and the Government Authorities as they may reasonably require for the performance of their duties and activities pursuant to this Concession Agreement;

6.21.4 ensure maintenance of proper and accurat e records, data and accounts relating to implementation of the Project;

6.21.5 comply with all Applicable Laws, including those relating to safety, health, sanitation, environment, produce and products, labour and hazardous and dangerous materials;

6.21.6 be liable for all hazardous, dangerous and other goods, materials and substances brought, kept, stored or handled at the Project Site and Project Assets.

6.21.7 be solely liable for any cost or price escalation resulting from fluctuation in the prices of goods, materials, things and services used in the management, operation and maintenance of the Project and not be exempted from its obligation to implement the Project or compensated in any form on account of any such escalation unless otherwise provided in the Concession Agreement;

6.21.8 develop, implement and administer a surveillance and safety program for the Project, including correction of safety violations and deficiencies, and taking of all other actions necessary to provide a safe environment in accordance with Applicable Laws and Good Industry Practice;

6.21.9 take all reasonable precautions for the prevention of accidents on or about the Premises and provide all reasonable assistance and emergency medical aid to accident victims.

6.21.10 ensure that the conditions mentioned in the second Proviso to the Clause 10.2.2(i) are incorporated in the Financing Documents





7 CLAUSE 7: OBLIGATIONS OF THE AUTHORITY

In addition to its other obligations set out elsewhere in this Concession Agreement, the Authority agrees and undert akes to comply with the following obligations:

7.1 Project Site, Hospital Building, Buildings & Infrastructure and Other Assets

7.1.1 Within fifteen (15) days of the Execution Date, provide to the Concessionaire access to the Project Site and Hospital Building in accordance with the provisions hereof, for the purpose of implementing the Project;

7.1.2 Procure, construct and handover the possession of the Hospital Building, Buildings & Infrastructure and Other Assets as per the schedule mentioned in Annexure D on as-is-where-is basis, free from all encumbrances.

7.1.3 permit peaceful use of the Project Site and Project Hospital by the Concessionaire under and in accordance with the provisions of this Agreement without any let or hindrance from Government Authorities or Persons claiming through or under it subject to the Concessionaire being in compliance with the Applicable Laws & Applicable Permits.

7.2 Applicable Permits

7.2.1 Applicable Permits

(i) the Authority shall, upon written request, grant all Applicable Permits with reasonable promptness that are required for the implementation of the Project at the appropriate stages of the Project and which are in its authority to grant, subject to the Concessionaire or the relevant applicant complying with the eligibility criteria for the grant of such Applicable Permits and making the requisite payments.

(ii) the Authority shall assist Concessionaire to obtain requisite Applicable Permits from Government Authorities but is not obligated to do so.

(iii) the Authority shall, upon written request, assist the Concessionaire and the persons claiming through or under it, and as required issue recommendatory letters to the such persons, but without guarantees and/or without assuming any responsibility in this behalf, in obtaining all the Applicable Permits from Government Authorities, including licenses to import Medical Equipment, machineries and materials required for the Project and immigration clearances, employment and residential permits for any foreign personnel, and as applicable their dependants, engaged or employed by the Concessionaire/such persons in connection with the implementation of the Project, including renewals thereof.



Provided that nothing contained in this sub-Clause 7.2.1 shall relieve the Concessionaire of its obligation under this Agreement to obtain the Applicable Permits and of being in compliance with the requirements thereof, Provided further the Concessionaire shall be required to provide the relevant details and such other information to the Authority as the Authority may reasonably require; and keep the Applicable Permits in force and effect throughout the Concession Period.

7.2.2 Upon written request from the Concessionaire/such Persons, the Authority may assist the Concessionaire/such Persons in obtaining access to all necessary infrastructure facilities and utilities, including water, power and telecommunication facilities at rates and on terms no less favorable to the Concessionaire/such Persons than those generally available to commercial customers receiving substantially equivalent facilities/utilities .However, this will not absolve the Concessionaire from any of its obligations under this Agreement.

7.3 Support to Patients who cannot afford services

7.3.1 Any Patient who cannot afford services shall approach the SMVDIME Medical Director (representatives of the Authority) in the Project Hospital.

7.3.2 The Authority shall decide at its discretion after due verification on the support to be provided to such Patients.

7.3.3 In case the Authority approves the case of such needy Patients, the Authority shall directly pay to the hospital the costs of services to be rendered to such Patients.

7.4 Reimbursements during Refurbishment and Installation period 7.4.1 The Authority shall reimburse the costs towards all civil modifications required to

make the hospital into a 230 bedded hospital as per this Agreement. However, the cost estimates for all such work shall have to be approved by the Governing Body on recommendations of the Independent Consultant, prior to commencing such work.

7.4.2 The Authority shall reimburse the costs towards procurement of all Medical

Equipments after adjusting the Committed Investment. However, the cost estimates for all Medical Equipment shall have to be approved by the Governing Body on recommendations of the Independent Consultant, prior to commencing such work and due competitive bidding shall be followed for procurement of Medical Equipment.



7.4.3 The Authority shall also reimburse the costs of the Hospital Information System to be deployed at the Project Hospital. The HIS system to be deployed shall be approved by the Governing Body.

7.5 Exclusivity The Authority shall not promote any competing facilities identical in nature to the Project Hospital operated by the Concessionaire hereunder apart from Phases II and III of SMVDIME during the Concession Period.

7.6 Others

7.6.1 In the event of any action or suit to prevent, prohibit or otherwise challenge the Project by any Government Authority, trade union, environmental group or any other Person or organization, which might reasonably be expected to materially and adversely affect the Project Hospital, the implementation of the Project or the enjoyment by the Concessionaire of its rights and benefits under the Concession granted herein, the Authority shall, if requested by the Concessionaire in writing, on a best effort basis, take such reasonable action as is available to it to challenge and to mitigate such effects.

7.6.2 The Authority shall assist the Concessionaire in obtaining police assistance against or other security measures, as the Authority may deem fit, on payment of prescribed costs and charges, if any, for maintaining law and order within the Project Site, patrolling and provision of security at the Premises.

7.6.3 The Authority shall provide reasonable assistance to the Concessionaire in procuring the necessary licenses, no-objection certificates and/or Applicable Permits for exercising necessary authority to regulate the law and order situation within the Project Site subject to and in accordance with the Applicable Laws. However, notwithstanding anything contained herein, the Concessionaire shall be liable to undertake its own assessment of the Applicable Permits required in connection with the Project.

7.6.4 The Authority shall nominate three (3) members and assist in establishing the Governing Body.

7.6.5 The Authority shall appoint a SMVDIME Medical Director to carry out periodic inspection to ensure that the Services and Project Assets meet the set quality standards.

The Authority will make the reimbursements to the Concessionaire, on case to case basis, in respect of the Service Charges for the Clinical Services provided by the Concessionaire to the Beneficiaries.



8 CLAUSE 8: DISCLAIMER

8.1 Without prejudice to any express provision contained in this Agreement, the Concessionaire acknowledges that prior to the execution of this Concession Agreement, the Concessionaire has after a complete and careful examination made an independent evaluation of the Project, the legal framework and the technical and financial aspects of the Project, Scope of Work, the O&M Requirements, the Project Site, the Hospital Building and the suitability of the conditions for implementation of the Project, the availability of goods, materials, equipment and things implementing Project, all the information and documents provided by the Authority, its consultants or any Government Authority, the market and demand conditions, information relating to Beneficiaries and the cost, risks, consequences and liabilities involved in implementing the Project, and has determined to the Concessionaire's satisfaction the nature and extent of such difficulties, risks and hazards as are likely to arise or may be faced by the Concessionaire in the course of performance of its obligations hereunder.

8.2 The Concessionaire further 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 above and hereby confirms that the Authority, any Government Authority and their consultants shall not be liable for the same in any manner whatsoever to the Concessionaire or Persons claiming through or under the Concessionaire.

8.3 The Concessionaire accepts that it is solely responsible for the verification of any design,

data, documents or information provided by the Authority to the Concessionaire, its consultants or any Government Authority and that it shall accept and act thereon at its own cost and risk.

8.4 The Concessionaire shall be solely responsible for the contents, adequacy and

correctness of the documents and data prepared or procured by the Concessionaire for implementing the Project.

8.5 Notwithstanding the express or deemed approval by the Authority/ Independent

Consultant, the Concessionaire shall be solely responsible and liable for any defect and/or deficiency in the Medical Equipment or refurbishments relating to the Project or any part thereof and the Concessionaire shall at all times remain responsible and liable for its obligations under this Agreement.

8.6 Any plan or specification provided by the Authority to the Concessionaire shall only be indicative and the Concessionaire shall accept the same at its sole risk, cost and consequence.

8.7 The Authority does not accept any responsibility for the quality or workmanship of any civil or other construction or soundness of the work relating to the Project done by the Concessionaire or any part thereof. the Authority shall not be responsible or liable in any



manner for the accuracy, completeness or otherwise of the refurbishments or the construction and implementation of the Works by the Concessionaire on the basis thereof, irrespective of any perusal or review thereof or comment thereon by the Authority, any Government Authority or the Independent Consultant.

8.8 The Concessionaire shall in no way represent to any Person that, as a result of any review

by the Authority/Government Authority/Independent Consultant, the Authority has accepted responsibility for the engineering or soundness of any work relating to the Project or part thereof carried out by the Concessionaire and the Concessionaire shall, subject to the provisions of this Concession Agreement, be solely responsible for the technical feasibility, operational capability and reliability of the Project or any part thereof.



9 CLAUSE 9: FINANCIAL COVENANTS & PROCEDURES 9.1 Form of Finances

9.1.1 The Concessionaire agrees and undertakes to obtain Financial Assistance for the Project from the Lenders, as it may deem necessary for implementing the Project.

9.1.2 The Authority shall assist the Concessionaire as necessary and mutually agreeable, to enable the Concessionaire to achieve Financial Closure. Such assistance shall include discussion in good faith and the Authority may consider reasonable modifications to this Concession Agreement as may be required by the Lenders and execution of such further appropriate documentation or additional writings, in order to facilitate the process of achieving Financial Closure and which do not materially and adversely affect the rights and interests of the Authority hereunder or impose additional material and/or financial liabilities on the Authority.

9.2 Performance Security

9.2.1 Nature & form of Performance Security

(i) The Concessionaire, as an assurance of performance of its obligations under this

Agreement during the Concession Period, shall provide a Performance Security to the Authority in the form of a bank guarantee, from a Scheduled Bank in favour of the Authority, for an aggregate sum of Rs. 6,00,00,000.00/- (Rupees Six crores only) in the format set forth in Annexure L hereto before 30 days from Compliance Date. The Concessionaire shall increase the amount of Performance Security last provided to the Authority by 25% at the end of every 5 years and furnish a fresh bank guarantee from a Scheduled Bank in the format set forth in Annexure L hereto within one month of the expiry of the such period of 5 (five) years

(ii) The Performance Security shall be in force and have validity for the entire Concession Period. The Performance Security shall be payable and enforceable at Katra/Jammu.

(iii) The Concessionaire shall ensure that this Performance Security shall be in force and valid at all times during the Concession Period, including the period of one hundred and eighty (180) days after the expiry of the Concession Period.

(iv) Within seven (7) days of the receipt of the Performance Security, the Authority shall duly discharge/release the Bid Security, provided by the Concessionaire prior to the Execution Date.

(v) The Concessionaire shall keep the Performance Security valid at all times during the Concession Period.



(vi) Notwithstanding the foregoing provisions of Clause 9.2.1, the Bank issuing the mentioned Performance Security shall entertain and pay all claims received by it up to a period of three (3) months from the expiry date of such Performance Security.

(vii) The Authority may claim the amount of Performance Security in a single demand or in more than one demand from the Bank. The Bank shall make payment upon such demand without any demur or proof of the same from the Concessionaire. In the event the same is not paid, the said amount shall subsist as a liability on the Concessionaire till the complete payment of the amount specified in the respective Performance Security is made.

(viii) Where the Performance Security has been invoked in part or full under the terms of this Agreement, provided the Concession Agreement has not been terminated, the Concessionaire undertakes to forthwith furnish a top up/fresh guarantee or replenish the respective Performance Security in the manner such that the aggregate value of the performance guarantees equals the original value of the respective Performance Security, within thirty (30) days of receipt of the encashment notice from the Authority.

(ix) The provisions of this Clause 9.2.1 shall apply mutatis mutandis to such fresh Performance Security. The Concessionaire’s failure to comply with this provision shall constitute a Concessionaire Event of Default which shall entitle the Authority to terminate this Concession Agreement in accordance with the provisions of Clauses 14 & 15 hereof.

9.2.2 Appropriation of Performance Security

(i) In the event of the Concessionaire being in default of the due, faithful and punctual performance of its obligations under this Agreement during the Concession Period or owing any sums whatsoever to the Authority under this Concession Agreement or in the event of there being any claims or demands whatsoever whether liquidated or which may at any time be made or have been made on behalf of the Authority for or against the Concessionaire under this Concession Agreement, the Authority shall, without prejudice to its other rights and remedies hereunder or in law, be entitled to call in, encash and appropriate the relevant or delinquent amounts from the Performance Security as Damages for such default, dues, demands or claims.

(ii) The decision of the Authority as to any breach/delay having been committed, liability accrued or loss or damage caused or suffered shall be conclusive, absolute and binding on the Concessionaire. The Concessionaire specifically confirms and agrees that no proof of any amount of liability accrued or loss or damages caused or suffered by the Authority under this Concession Agreement is required to be provided in connection with any demand made by the Authority to recover such compensation through encashment of the Performance Security under this Concession Agreement and that no document or any action shall be required other than the Authority’s written demand as aforesaid.



9.2.3 Release of Performance Security

Subject to the provisions hereof, the Authority shall either promptly return the Performance Security within two hundred and ten (210) days of the Termination or shall deal with the same as per provisions hereof, as applicable, provided that there are no outstanding claims of the Authority on the Concessionaire.

9.3 Concession Fees

9.3.1 In consideration of the Concession granted to the Concessionaire in terms of this

Concession Agreement by the Authority, Concessionaire shall pay unto the Authority the Concession Fees during the Concession Period as specified in Annexure G (herein the ‘Concession Fees’).

9.3.2 The Concession Fees shall be payable quarterly as per Annexure G in advance, through a demand draft drawn in favour of Chief Accounts Officer, SMVSDSB or its account on a Scheduled bank and payable at Jammu.

9.3.3 All taxes, under the Applicable Laws, shall be payable by the Concessionaire in addition to the Annual Concession Fees.

9.4 Reimbursements

9.4.1 In lieu of the Services provided to the Beneficiaries at the Project Hospital, the Concessionaire shall be entitled to bill Service Charges to the Beneficiaries and claim reimbursements in respect of the Services rendered by Concessionaire at the Project Hospital to the Beneficiaries.

It is hereby clarified that the reimbursements for Service Charges in respect of Beneficiaries constituting IPD Patients shall be claimed by the Concessionaire and made by the Authority on a case to case basis as approved by SMVDIME Medical Director while reimbursements for Service Charges in respect of Beneficiaries constituting OPD Patients shall be claimed by the Concessionaire and made by the Authority on a weekly basis.

9.4.2 In lieu of the civil modifications during Refurbishments undertaken by the Concessionaire at the Project Hospital, the Concessionaire shall be entitled to claim reimbursements in respect of the amount spent by Concessionaire for such civil modifications. Only amount of bills certified by the Independent Consultant and approved by the Governing Body will be reimbursed by the Authority.

9.4.3 In lieu of the Medical Equipment procurement during Refurbishments undertaken by the Concessionaire at the Project Hospital, the Concessionaire shall be entitled to claim reimbursements in respect of the amount spent by Concessionaire for such procurement subject to adjustment of such costs against Committed Investment.



Only amount of bills certified by the Independent Consultant and approved by the Governing Body will be reimbursed by the Authority.

9.5 Penalty

9.5.1 No violations/ deviations from any of the provisions of this Concession Agreement will be accepted. In appropriate cases, penalty, on a graded basis as may be worked out by the Governing Body shall be imposed on the Concessionaire under the approval of the Authority. An indicative approach to penalty formulation is provided in Annexure K.

9.6 Donations

9.6.1 No donations in any form or kind shall be sought or accepted by the Concessionaire.



10 CLAUSE 10: ASSET OWNERSHIP AND PERMITTED CHARGE 10.1 Asset Ownership and Certain Rights

10.1.1 Project Site, and Project Assets

Subject to Clause 10.1.2, the ownership of the Project Site, Project Assets and any other capital asset provided by the Authority shall always remain vested with the Authority and the rights of the Concessionaire in the Project Site and Project Assets shall only be that of a licensee, as provided in this Concession Agreement. It is clarified for the avoidance of doubt that title to the Project Site shall vest exclusively in the Authority and the Concessionaire shall only have the right to use the same in accordance with the provisions of this Concession Agreement.

10.1.2 Assets created or provided by the Concessionaire

The ownership of Concessionaire’s Medical Equipment, Financial Assets, Insurance Proceeds and other movable assets installed, located, created or provided by the Concessionaire in the Project Site and the Project Hospital pursuant to this Concession Agreement shall, until transfer to the Authority in accordance with this Concession Agreement, vest in the Concessionaire. However all licenses (including software) and other such rights shall be only procured in the name of the Project Hospital.

10.2 Assignment & Charges

10.2.1 Restrictions on assignment and charges

Subject to Clauses 10.2.2 herein, this Concession Agreement shall not be assigned by the Concessionaire to any person, save and except with the prior consent in writing of the Authority, which consent the Authority shall be entitled to decline without assigning any reason.

10.2.2 Permitted assignment and charges

(i) The Concessionaire shall be entitled to create an Encumbrance on its rights, title and interest in the assets referred to in Clause 10.1.2 in favour of Lenders for securing the Financial Assistance provided or agreed to be provided by them under the Financing Documents.

Provided that, any such Encumbrance shall not be effective before Financial Closure and shall not continue for a period exceeding the Concession Period.

Provided further, in the event of termination of this Concession Agreement, the said Encumbrance shall stand extinguished upon payment of compensation by the Authority to the Lenders, to the extent they are entitled to receive the same in accordance with the Clause 16.6 of this Concession Agreement and



Concessionaire shall be obliged to insert the effect of this provision in the Financing Documents.

Provided further that the Concessionaire shall not create any other encumbrances on the Project Site and Project Assets except in the manner provided for in this Clause.

Provided further, that nothing contained in this Clause 10.2.2(i) shall (i) absolve the Concessionaire from its responsibilities to perform/ discharge any of its obligations under and in accordance with the provisions of this Agreement; (ii) authorize or be deemed to authorize the Lenders to implement and execute Project themselves; and (iii) under any circumstances amount to any guarantee from or recourse to the Authority.

(ii) The restraints set forth in Clause 10.2.1 shall not apply to:

(a). liens arising by operation of law (or by an agreement evidencing the same) in the ordinary course of business of the Project;

(b). liens or encumbrances required by any Applicable Law

(iii) The Concessionaire shall inform the Authority as to the creation of any Encumbrances created in favour of the Lenders pursuant to Clause 10.2.2(i) within a period of fourteen (14) days from the date of creation of such Encumbrances and provide to the Authority within such time true copies of the Financing Documents.

(iv) In the event of termination of this Concession Agreement by efflux of time or otherwise, such Encumbrances shall stand extinguished and the Authority shall not be liable to the Lenders in any manner.

10.3 Assignment by the Authority

Notwithstanding anything to the contrary contained in this Concession Agreement, the Authority may, after giving 60 (sixty) days' notice to the Concessionaire, assign any of its rights and benefits and/or obligations under this Concession Agreement; to an assignee who is, in the reasonable opinion of the Authority, capable of fulfilling all of the Authority's then outstanding obligations under this Concession Agreement.



11 CLAUSE 11: COMPLETION, INSPECTION CERTIFICATION AND COD 11.1 Inspection and Tests

11.1.1 At least thirty (30) days before the COD, the Concessionaire shall notify the same in writing to the Independent Consultant and the Authority. Within seven (7) days of such notification, the Authority and the Independent Consultant shall inspect the Project Hospital and conduct tests as desirable. Within fifteen (15) days from the date of inspection and tests in accordance with this Clause 11.1, the Independent Consultant shall issue a Provisional Certificate (the “Provisional Certificate”)on successful completion of the Project, if the Project Hospital and facilities, or any part thereof (provisional certificate for such part), to the Independent Consultant’s reasonable satisfaction, can legally, safely and reliably be placed in Commercial Operations despite certain items of work or things forming part thereof (being within the Scope of Works) not being complete as such works and things do not, in any manner whatsoever, affect the safety or Commercial Operation of the Project in any material respect (referred to as the “Punch List Items”). The Punch List Items shall be appended to the Provisional Certificate signed jointly by the Independent Consultant and the Concessionaire. All Punch List Items shall be completed by the Concessionaire within thirty (30) days of the date of issue of the Provisional Certificate. The Provisional Certificate shall specify the date on which, in the Independent Consultant’s opinion, the Project was substantially completed and ready for Commercial Operations. The Concessionaire may commence Commercial Operations of the Project with effect from such date.

11.1.2 The Concessionaire shall complete or cause to be completed the Punch List Items appended to the Provisional Certificate within a period of thirty (30) days from the date of issue of the Provisional Certificate and, upon completion thereof, the Concessionaire shall notify the Independent Consultant. The Independent Consultant shall, within seven (7) days of receipt of such notice, inspect the Project and issue the Completion Certificate (the “Completion Certificate”), with a copy marked to the Authority, to confirm completion of such Punch List Items. The Completion Certificate shall specify the date on which, in the Independent Consultant’s reasoned opinion, all parts of the Project reached completion.

11.1.3 In the event of the Concessionaire’s failure to complete the Punch List items within the said stipulated period of thirty (30) day from the date of issue of the Provisional Certificate, the Authority may, without prejudice to any other rights or remedy available to it under this Concession Agreement or at law, have such items completed at the risk and costs of the Concessionaire. The Concessionaire shall reimburse to the Authority on demand the entire costs incurred by the Authority in completing the Punch List Items.

11.1.4 If the Independent Consultant certifies to the Parties that it is unable to issue the Completion Certificate or Provisional Certificate because of events or circumstances which excuse the performance of the Concessionaire’s obligations in accordance with



this Concession Agreement and as a consequence thereof the Inspection/Tests could not be held or had to be suspended, the Concessionaire shall re-schedule the Inspection Tests and hold the same as soon as reasonably practicable.

11.1.5 The Concessionaire shall not start the commercial operations of the Project Hospital without the prior consent of the Governing Body.

11.2 Commercial Operation Date

11.2.1 The Project Hospital shall be deemed to be completed and commissioned only when the Completion Certificate or the Provisional Certificate, as the case may be, is issued under the provisions of Clause 11.1, and accordingly the commercial operations date of the Project shall be the date on which such Completion Certificate or the Provisional Certificate is issued and the Concessionaire starts providing Services envisaged under this Agreement. (referred to as the “Commercial Operation Date or COD”).

11.2.2 In the event that COD is not achieved as per the Project Milestones, for any reason other than Force Majeure or reasons attributable to the Authority or any Government Authority, as certified by the Independent Consultant, the same shall be treated as a Concessionaire Event of Default.



12 CLAUSE 12: MONITORING AND REPORTING

12.1 Independent Consultant

12.1.1 Appointment, Functions and Remuneration

(i) The Authority shall, within fifteen (15) days from the Execution Date appoint the the Independent Consultant, to undertake, perform, carry out the duties, responsibilities, services and activities set forth in Annexure M of this Concession Agreement.

(ii) The Independent Consultant shall be selected through a tender process.

(iii) Notwithstanding anything to the contrary contained in this Clause, the Authority may in its discretion appoint a government-owned entity as the Independent Consultant; provided that such entity shall be a body corporate having as one of its primary function the provision of consulting, advisory and supervisory services for Hospital projects; provided that a government-owned entity which is owned or controlled by the Authority shall not be eligible for appointment as Independent Consultant.

(iv) The Independent Consultant selected pursuant to the aforesaid process shall be appointed for a period commencing from the Execution Date for a period until issuance of the Completion Certificate.

(v) The Independent Consultant shall have no authority to relieve the Concessionaire of any of its obligations or responsibilities under this Agreement. Any proposal, inspection, examination, testing, consent, approval or similar act of or by the Independent Consultant (including absence of disapproval) shall not relieve the Concessionaire from its obligations and responsibilities hereunder.

(vi) The remuneration, cost and expenses of the Independent Consultant shall be paid by the Authority.

12.1.2 Termination of Appointment

(i) In the event the Concessionaire has reason to believe that the Independent Consultant is not discharging its duties and functions in a fair, efficient or diligent manner, it may make a written representation to the Governing Body, supported with necessary documents and specific instances of causes and grievances and seek termination of the appointment of such Independent Consultant.

(ii) In all reasonableness, within seven (7) working days of the date of such representation, the Governing Body shall hold a tripartite meeting with the Concessionaire and such Independent Consultant for resolving the matter amicably and giving a fair hearing to such Independent Consultant.

(iii) In the event the matter is not amicably resolved within seven (7) days of such meeting, the appointment of the Independent Consultant may, at the discretion



of Governing Body be terminated; provided that the Authority shall have appointed another Independent Consultant to replace the existing one in accordance with the provision of Clause 12.1.1 above. The Authority shall have the option of resorting to expeditious means of selecting or appointing the Independent Consultant, other than as envisaged in Clause 12.1.1 as the situation may demand.

(iv) The replacement of the Independent Consultant shall be so effected as to maintain the continuity in supervision and monitoring of construction of the Project by it.

12.2 SMVDIME Medical Director and his office

The Authority shall appoint a full time Medical Director (the “SMVDIME Medical Director”) to primarily ensure the following:

12.2.1 Monitoring of performance of the Concessionaire with respect to the terms of the Agreement

12.2.2 Authorisation of the Beneficiaries and certification of procedures in case of the Beneficiaries;

12.2.3 Verification of the reimbursements claimed by the Concessionaire of Service Charges for Beneficiaries;

12.2.4 Review of availability and quality of services of Project Hospital;

12.2.5 Liaison and coordinate with Concessionaire to redress grievances of Beneficiaries and Patients.

Authorised representative of Concessionaire shall provide signed copy of all reports (with all required details) to the SMVDIME Medical Director as per the timelines mentioned in this Concession Agreement or as agreed as per the agreed format in hard copy as well as soft copy. The SMVDIME Medical Director shall be allowed access by Concessionaire to the records and documents, as may be required to monitor performance and quality of Services in the Project Hospital.

The remuneration, cost and expenses of the SMVDIME Medical Director and his office staff, shall be borne by the Authority.

The Concessionaire shall provide a furnished office for the SMVDIME Medical Director and his staff at the Project Hospital.

12.3 Governing Body

12.3.1 Formation

(i) The Authority shall constitute and establish a high-level committee comprising representatives and nominees of the Authority and the Concessionaire (hereinafter the ‘Governing Body’) which will perform an overarching role of overseeing and reviewing all aspects of the functioning and management, maintenance and adm inistration of the Project.



(ii) The Governing Body shall work under the aegis of the Authority and shall provide information relating to the affairs of the Project, as may be required, from time to time through the CEO of the Authority. Such information will also be shared with the Concessionaire.

(iii) The constitution of such Governing Body shall be made no later than 30 (thirty) days from the Execution Date and shall continue for the entire Concession Period or the earlier termination of this Concession Agreement.

12.3.2 Constitution

(i) The Governing Body shall comprise of 5 members of whom three (3) members shall be appointed by the Authority (CEO of the Authority shall be one of the members) and two (2) members will be nominated by the Concessionaire (including the Managing Director of this hospital, who shall be the Member Secretary of the Governing Body).

(ii) The Chairman of the Governing Body shall be appointed by Chairman of the Shri Mata Vaishno Devi Shrine Board (Hon’ble Governor of J&K) from out of its nominees.

Further Chairman Shri Mata Vaishno Devi Shrine Board may direct the Governing Body to associate any expert with the meeting of the Governing Body to provide expert advice as and when required. The experts shall not have any voting power.

12.3.3 Functions

The Governing Body shall (i) exercise general supervision and control over all aspects relating to the

functioning of the Project Hospital

(ii) play an advisory role in respect of quality of maintenance, Services and further development of facilities of the Project Hospital

(iii) oversee the finances of the Project including proper maintenance, audit and publication of records

(iv) accord approval to the fixation and revision of all Services in accordance with the provisions of the Concession Agreement

(v) approve all outsourcing/ subletting/ sub licensing of Services related to the project

(vi) oversee grievance redressal and complaint monitoring measures to ensure time bound redressal o f such grievances/ complaints

(vii) approve Annual Operat ing Plans of the Project Hospital

(viii) ensure preparation and submission of annual report covering all affairs of the hospital and place the same before the Authority



(ix) provide suggestions and directions, as considered, as deemed appropriate, from time to time, to ensure proper functioning of the Project Hospital project keeping in view the mandate and image of the Authority.

(x) oversee the operationalisation of the Agreement and deal with deviations/ violations of this Agreement under the overall directions of the Authority.

12.3.4 Meeting of the Governing Body

(i) The Governing Body shall meet at least once every month or earlier as may be required During the period before COD and at least once every quarter or earlier as may be required during the Operations Period.

(ii) The Governing Body shall meet with the agenda of the meeting and all supporting documents sent at least 7 days in advance.

(iii) An emergency meeting of the Governing Body may be called by the Chairman of the Governing Body at the request of any of its 2 members. In such cases there shall be no minimum time frame for submission of notice/agenda.

(iv) The Chairman of the Governing Body may nominate any other member to preside over the meeting in his absence.

(v) The quorum for the meeting shall be 3 (three).

12.4 Periodic Reports

12.4.1 Refurbishment and Commissioning Period Reports

The Concessionaire shall, in addition to the reporting requirements set forth elsewhere in this Concession Agreement, comply with the reporting requirements hereunder. (i) The Concessionaire shall, within thirty (30) days of the Execution date, provide to

the Authority and the Independent Consultant a copy of the Refurbishment and Commissioning Plan along with all details and specifications and calculations. The contents of the Refurbishment and Commissioning Plan shall include but not limited to the following–

(a). refurbishment details for civil modifications required to make the Hospital Building into a 230 bedded hospital

(b). Medical Equipment and medical furniture plan

(c). commissioning plan including bed allocation, services roll out, manpower deployment plan, marketing plan

(d). quality assurance & safety plan



(ii) The Concessionaire shall provide to the Authority and the Independent Consultant on or before the fifteenth (15th) day of every month, a monthly progress report, for the previous month, in the form and manner prescribed by the Authority and/or the Independent Consultant, from time to time. Such report shall describe the progress of the above mentioned plans in Clause 12.4.1(i) above and shall contain the following information:

Ø Summary of Progress: Summary of the progress of the Project for that month which shall detail:

(a). any areas of significant concern and the action being taken to resolve any significant difficulties;

(b). the actual progress made during that month against the schedule including a description in reasonable detail of the work carried out;

(c). any matters which have come to light which are likely to materially and adversely affect the construction of the Project;

(d). any potential or actual deviations from the schedule and Good Industry Practice or otherwise confirmation that refurbishment and installation is proceeding in accordance therewith;

(e). a commentary on the progress as against the business plan; and

(f). areas of concern or problem or bottlenecks, impact and corrective action plans, revised resource planning details. The critical path schedules shall be updated and included as part of this report in order of priority.

Ø Completion: Details of completion of the activities of each plan; and Ø Government Approvals: Written confirmation that all Applicable

Permits then required are in full force and effect including a list of such permits.

(iii) The Concessionaire shall promptly carry out, at its own cost and expense, such further works as may be necessary to remove the defects and deficiencies observed by the Authority/ the Governing Body/ the Independent Consultant and ensure that the Project Assets are, in all respects, in accordance with the provisions of this Concession Agreement.

(iv) The Concessionaire shall also submit to the Independent Consultant, with a copy endorsed to the Authority, the relevant technical information as may be reasonably necessary to determine and confirm compliance with the specifications and standards.

12.4.2 Operations and Maintenance Period Reports

The Concessionaire shall provide to the Authority, the following reports a quarterly operation and maintenance progress report during the Operation Period, which shall contain the following information:



Report Details (The report shall definitely include the below mentioned data and additional data as decided from time to time.)

Frequency

Operations Report

a) OP and IP statistics by specialty b) No. of surgeries perfo rmed by specialties c) Bed utilization d) OT utilization e) Utilisation of diagnostics f) Laboratory tests statistics

Daily, Monthly, Quarterly, Annually

Manpower Deployment

a) Manpower deployment vis-à-vis the planned positions across all categories

Monthly

Maintenance Plan

A maintenance plan for the Project for the next quarter and a report on maintenance carried out during the previous quarter (including a commentary on any material deviation from expected maintenance activities as set out in the maintenance plan).

Quarterly

Revenue Report

a) Details of daily revenue by all services (including OP & IP, ambulance etc.)

b) Revenue breakup by specialties c) Revenues by source of financing

Monthly, Quarterly, Annually

Expenses Report

a) Manpower expenses includin g doctors b) Consumable expenses c) General & Administrative expenses

Monthly, Quarterly, Annually

Annual Operating Plan

Plan for revenue generation and all associated activities for the coming financial year

One month prior to the start of the planned year

Annual Maintenance Plan

Plan containing scheduled and preventive maintenance schedules for all Project Assets for the coming financial year

One month prior to the start of the planned year

12.4.3 Additional Information

The Concessionaire agrees to provide the Authority, the Governing Body and the Independent Consultant such further information as any of them may reasonably request in order for them to monitor the progress and performance of the Project.



12.4.4 Other Project and Financial Information

The Concessionaire will provide the following information to the Authority promptly after becoming aware of it: (i) Force Majeure: Details of any Force Majeure Event which has occurred or

which is imminent and fortnightly updates with respect to it as long as it continues or is imminent;

(ii) Litigation: Details of any actual, pending or threatened material litigation, arbitration, claim or labour dispute relating to the Project; and

(iii) Legislation: Details of contravention of any Applicable Law or with the terms of any Applicable Permit and any fines or penalties that have or may thereby be incurred.

(iv) Audited accounts: To be furnished to the Authority within 6 months of the end of Financial Year

(v) Statutory returns: To be furnished to the Authority within one month of filing of such return

(vi) Financial Condition: Notification of any adverse material change in the financial condition of the Concessionaire or the Project.

12.4.5 Inspection

The Authority, members of Governing Body and the Independent Consultant and their representatives and any person appointed and authorized by the Authority shall, at all reasonable times and upon reasonable notice, have access to the Project Site and the Project Assets and all related documents, reports, records technology and workmanship to review progress of the refurbishment, installation, operation and maintenance of the Project Site and Project Assets to ascertain compliance with any of the requirements of this Concession Agreement, including the specifications and standards and to check the progress of the works and Medical Equipment or for performing statutory duties and the Concessionaire shall provide the necessary cooperation and assistance to them in this behalf. Provided that any failure on the part of the Authority, members of Governing Body and the Independent Consultant to inspect any work, material, machineries, Medical Equipment and workmanship etc. shall not, in relation to such work etc, (i) amount to any consent or approval of the Authority, nor shall the same be deemed to be a waiver of any of the rights of the Authority under this Concession Agreement; and (ii) release or discharge the Concessionaire from its obligations or liabilities under this Concession Agreement in respect of such work etc.



The Authority and its authorized representatives shall at all times have the right to inspect any material, consumable, service or activity of the Project Hospital at all times.

12.4.6 Third Party Audits

The Authority or the Governing Body may appoint third party auditors to carry out periodic inspection to ensure that the Services provided by the Concessionaire and Project Hospital managed by the Concessionaire meet the set quality standards, the provisions of this Concession Agreement and the Applicable Laws.



13 CLAUSE 13: FORCE MAJEURE 13.1 Force Majeure Event

13.1.1 As used in this Concession Agreement, a Force Majeure Event shall mean occurrence

in India of any or all of Non Political Force Majeure Event, Indirect Political Force Majeure Event and/or Direct Political Force Majeure Event, as defined hereunder, and which affect or prevent the Party claiming force majeure (referred to as the “Affected Party”) from performing its obligations, in whole or in part, under this Agreement and which event or circumstance (i) is beyond the reasonable control and not arising out of the fault of the Affected Party; (ii) the Affected Party has been unable to overcome such event or circumstance by the exercise of due diligence and reasonable efforts, skill and care; and (iii) has a Material Adverse Effect on the Project.

13.1.2 Non Political Force Majeure Events: For purposes of Clause 13.1.1, Non-

Political Events shall mean one or more of the following acts or events:

(i) acts of God or events beyond the reasonable control of the Affected Party which could not reasonably have been expected to occur, exceptionally adverse weather conditions, lightning, earthquake, cyclone, flood, volcanic eruption or fire (to the extent originating from a source external to the Project Site or beyond design specifications for the Refurbishment Works) or landslide;

(ii) radioactive contamination or ionizing radiation;

(iii) strikes or boycotts (other than those involving the Concessionaire, Sub-Contractors or their respective employees/ representatives or attributable to any act or omission of any of them) interrupting supplies and services to the Project for a period exceeding a continuous period of seven (7) days in an Accounting Year, and not being an Indirect Political Force Majeure Event set forth in Clause 13.1.3 hereof;

(iv) any failure or delay of a Contractor but only to the extent caused by another Non-Political Event and which does not result in any offsetting compensation being payable to the Concessionaire by or on behalf of such Contractor;

(v) any judgment or order of any court of competent jurisdiction or statutory authority in Jammu & Kashmir made against the Concessionaire in any proceedings for reasons other than failure of the Concessionaire to comply with any Applicable Law or Applicable Permits or on account of breach thereof, or of any contract, or enforcement of this Concession Agreement or exercise of any of its rights under this Concession Agreement by the Authority or any judgment or order of any court of competent jurisdiction or statutory authority in India made against the Authority in any proceedings for reasons other than failure of the Authority to comply with any Applicable Law or Applicable Permits or on account



of breach thereof, or of any contract, or enforcement of this Concession Agreement or exercise of any of its rights under this Concession Agreement by Concessionaire;

(vi) any event or circumstance of a nature analogous to any of the foregoing.

13.1.3 Indirect Political Force Majeure Events: For purposes of Clause 13.1.1, Indirect Political Event shall mean one or more of the following acts or events:

(i) an act of war (whether declared or undeclared), invasion, armed conflict or act of foreign enemy, blockade, embargo, riot, insurrection, terrorist or military action, civil commotion or politically motivated sabotage which prevents the Affected party from performing any of its obligations for a continuous period of not less than seven (7) days from the date of its occurrence;

(ii) industry wide or state wide or India wide strikes or industrial action which prevent the Affected party from performing any of its obligations for a continuous period of not less than seven (7) days from the date of its occurrence; or

(iii) any public agitation which prevents the Affected party from performing any of its obligations for a continuous period of not less than seven (7) days from the date of its occurrence.

13.1.4 Direct Political Force Majeure Events: For purposes of Clause 13.1.1, Direct Political Event shall mean one or more of the following acts or events by or on account GOI, the Authority, Government of Jammu & Kashmir or any other Governmental Agency:

(i) Change in Law, only when provisions of Clause 21.21 cannot be applied;

(ii) expropriation or compulsory acquisition by any Government Authority of any Project Assets or rights of the Concessionaire or of the Contractors; or

(iii) unlawful or unauthorized or without jurisdiction revocation of, or refusal to renew or grant without valid cause any consent or approval required by the Concessionaire or any of the Contractors to perform their respective obligations under the Project Contracts (other than a consent the obtaining of which is Condition Precedent) provided that such delay, modification, denial, refusal or revocation did not result from the Concessionaire’s or any Contractor’s inability or failure to comply with any condition relating to grant, maintenance or renewal of such consents or permits.

13.2 Notice of Force Majeure Event

13.2.1 The Affected Party shall give notice to the other Party in writing of the occurrence of any of the Force Majeure Event (the “Notice”), as soon as the same arises or as soon as reasonably practicable, and in any event within seven (7) days after the Affected Party knew, or ought reasonably to have known, of its occurrence and the



adverse effect it has or is likely to have on the performance of its obligations under this Agreement.

13.2.2 The Notice shall inter-alia include full particulars of:

(i) the nature, time of occurrence and extent of the Force Majeure Event with evidence in respect thereof;

(ii) the duration or estimated duration and the effect or probable effect which such Force Majeure Event has or will have on the Affected Party’s ability to perform its obligations or any of them under this Agreement;

(iii) the measures which the Affected Party has taken or proposes to take, to alleviate the impact of the Force Majeure Event or to mitigate the damage; and

(iv) any other relevant information.

13.2.3 So long as the Affected Party continues to claim to be affected by a Force Majeure Event, it shall provide the other Party with periodic (fortnightly/monthly) written reports containing the information called for under Clause 13.2.2 and such other information as the other Party may reasonably request.

13.3 Period of Force Majeure

The period of Force Majeure shall mean the period from the time of occurrence specified in the Notice given by the Affected Party in respect of the Force Majeure Event until the earlier of:

13.3.1 expiry of the period during which the Affected Party is excused from performance of its obligations in accordance with Clause 13.4; or

13.3.2 termination of this Concession Agreement pursuant to Clause 15 hereof.

13.4 Performance Excused

13.4.1 The Affected Party, to the extent rendered unable to perform its obligations or part thereof under this Agreement as a consequence of the Force Majeure Event, shall be excused from performance of the obligations, provided that the excuse from performance shall be of no greater scope and of no longer duration than is reasonably warranted by the Force Majeure Event.

13.4.2 Provided further, that nothing contained herein shall absolve the Affected Party from any payment obligations accrued prior to the occurrence of the underlying Force Majeure Event.

13.5 Resumption of Performance

During the period of Force Majeure, the Affected Party shall in consultation with the other Party, make all reasonable efforts to limit or mitigate the effects of the Force Majeure Event on the performance of its obligations under this Agreement. The Affected



Party shall also make efforts to resume performance of its obligations under this Agreement as soon as possible and upon resumption shall notify the other Party of the same in writing. The other Party shall afford all reasonable assistance to the Affected Party in this regard.

13.6 Costs, Revised Timetable

13.6.1 Costs

Each Party shall bear its costs, if any, incurred as a consequence of the Force Majeure Event.

13.6.2 Extension of Time/ Period

The Affected Party shall be granted by the other Party, extension of time specified in this Concession Agreement for the performance of any obligation by such period not exceeding the period during which the relative performance was affected by the Force Majeure Event. Such extension may include extension of the Concession Period by the Authority in appropriate cases.

13.7 Termination Due to Force Majeure Event

If the Period of Force Majeure continues or is in the reasonable judgment of the Parties is likely to continue beyond a period of one hundred and eighty (180) days, the either Parties may mutually decide to terminate this Concession Agreement after giving a termination notice of one hundred and twenty (120) days to the other Party or may continue this Concession Agreement on mutually agreed revised terms. If the Parties are unable to reach an agreement in this regard, the Affected Party shall after the expiry of the said notice period of one hundred and twenty (120) days be entitled to terminate the Concession Agreement in which event, the provisions of Clauses 14 & 15 shall, to the extent expressly made applicable, apply.

13.8 Dispute Resolution

In the event that the Parties are unable to agree in good faith about the occurrence or existence of a Force Majeure Event, such dispute shall be finally settled in accordance with the dispute resolution procedure, provided however that the burden of proof as to the occurrence or existence of such Force Majeure Event shall be upon the Party claiming relief and/or excuse on account of such Force Majeure Event.

13.9 Excuse from performance of obligations

If the Affected Party is rendered wholly or partially unable to perform its obligations under this Agreement because of a Force Majeure Event, it shall be excused from



performance of such of its obligations to the extent it is unable to perform on account of such Force Majeure Event; provided that:

13.9.1 the suspension of performance shall be of no greater scope and of no longer

duration than is reasonably required by the Force Majeure Event;

13.9.2 the Affected Party shall make all reasonable efforts to mitigate or limit damage to the other Party arising out of or as a result of the existence or occurrence of such Force Majeure Event and to cure the same with due diligence; and

13.9.3 when the Affected Party is able to resume performance of its obligations under this Agreement, it shall give to the other Party notice to that effect and shall promptly resume performance of its obligations hereunder.



14 CLAUSE 14: EVENTS OF DEFAULT & SUSPENSION

14.1 Events of Default ‘Event of Default’, for the purpose of this Concession Agreement, means the Concessionaire Event of Default or the Authority Event of Default or both, as the context may admit or require.

14.1.1 Concessionaire Event of Default Save as otherwise provided in this Concession Agreement, in the event that any of the defaults specified below shall have occurred, and the Concessionaire fails to cure the default within the Cure Period set forth below, or where no Cure Period is specified, then within a Cure Period of 60 (sixty) days, the Concessionaire shall be deemed to be in default of this Concession Agreement (a "Concessionaire Event of Default"), unless the default has occurred solely as a result of any breach of this Concession Agreement by the Authority or due to Force Majeure. The defaults referred to herein shall include: (i) Concessionaire’s repudiation or failure to perform or discharge any of its

obligations in accordance with the provisions of this Agreement

(ii) the Performance Security has been encashed and appropriated in accordance with Clause 9.2 and the Concessionaire fails to replenish or provide fresh Performance Security within a Cure Period of 30 (thirty) days;

(iii) a breach of any of the Project Contracts by the Concessionaire has caused a Material Adverse Effect;

(iv) the Concessionaire’s failure to perform or discharge any of its obligations under the Agreement which has or is likely to have a Material Adverse Effect including the obligations envisaged under this Concession Agreement;

(v) there is a transfer, pursuant to law either of (i) the rights and/or obligations of the Concessionaire under any of the Project Contracts, or of (ii) all or part of the assets or undertaking of the Concessionaire, and such transfer causes Material Adverse Effect.

(vi) any representation made or warranties given by the Concessionaire under this Agreement is found to be false or misleading;

(vii) the Concessionaire passing a reso lution for voluntary winding up;

(viii) appointment of a provisional liquidator, administrator, trustee or receiver of the whole or substantially whole of the undertaking of the Concessionaire by a court of competent jurisdiction in proceedings for winding up or any other legal proceedings;



(ix) levy of an execution or restraint on the Concessionaire’s Assets which has or is likely to have Material Adverse Effect and such execution or restraint remaining in force for a period exceeding thirty (30) days;

(x) amalgamation of the Concessionaire with any other company or reconstruction or transfer of the whole or part of the Concessionaire’s undertaking (other than transfer of assets in the ordinary course of business) without the Authority’s prior written approval, provided, if the amalgamated entity, reconstructed entity or the transferee as the case may be, has the financial and technical ability demonstrated to the satisfaction of the Authority, to undertake, perform/discharge the obligations of the Concessionaire under this Agreement, necessary approval shall be granted by the Authority;

(xi) the Concessionaire engaging or knowingly allowing any of its employees, agents, Contractor or representative to engage in any activity prohibited by any Applicable Law or which constitutes a breach of or an offence under any Applicable Law, in the course of any activity undertaken pursuant to this Agreement;

(xii) the Concessionaire repudiates this Concession Agreement or otherwise takes any action or evinces or conveys an intention not to be bound by this Concession Agreement;

(xiii) the Concessionaire has delayed payment, if any, that has fallen due under this Concession Agreement beyond the specified period or if not so specified beyond sixty (60) days;

(xiv) an Event of Bankruptcy is effected for the Concessionaire/Selected Bidder;

(xv) any act or omission, on part of the Concessionaire, which does put in jeopardy the Project/Project Hospital safety, quality of upkeep, operations and maintenance, or jeopardizes the Authority and efficiency of the Authority, Independent Consultant, Governing Body in discharging their duties. Such Events of Default may include frequent failures to submit progress reports, getting project related insurances, shortfalls in conduct of required tests, etc;

(xvi) such events as have been specified as Concessionaire Events of Default under the provisions of this Concession Agreement; and

(xvii) the Concessionaire has failed to fulfill any obligation, for which Termination has been specified in this Concession Agreement.

(xviii) Without prejudice to any other rights or remedies which the Authority may have under this Concession Agreement, upon occurrence of a Concessionaire Event of Default and after completion of the Remedial Process specified hereunder, the Authority shall be entitled to terminate this Concession Agreement by issuing a Termination Notice to the Concessionaire; provided that before issuing the Termination Notice, the Authority shall by a notice inform the Concessionaire of its intention to issue such Termination Notice and grant 15 (fifteen) days to the



Concessionaire to make a representation, and may after the expiry of such 15 (fifteen) days, whether or not it is in receipt of such representation, issue the Termination Notice.

(xix) Non compliance to the offer made as a part of the Bid by the Concessionaire.

14.2 The Authority Event of Default

14.2.1 In the event that any of the defaults specified below shall have occurred, and the Authority fails to cure such default within a Cure Period of 90 (ninety) days or such longer period as has been expressly provided in this Concession Agreement, the Authority shall be deemed to be in default of this Concession Agreement (the " Authority Event of Default") unless the default has occurred as a result of any breach of this Concession Agreement by the Concessionaire or due to Force Majeure. The defaults referred to herein shall include:

(i) the Authority’s repudiation or failure to perform or discharge any of its obligations in accordance with the provisions of this Agreement that has a Material Adverse Effect;

(ii) any representation made or warranties given by the Authority under this Agreement is found to be patently false; and

(iii) expropriation or compulsory acquisition by any Government Authority of the Project, Project Site and/or Project Assets or part thereof or any material assets or rights of the Concessionaire; provided the same has not resulted from an act or default of the Concessionaire.

14.2.2 Without prejudice to any other right or remedy which the Concessionaire may have under this Concession Agreement, upon occurrence of the Authority Event of Default and after completion of the Remedial Process specified hereunder, the Concessionaire shall be entitled to terminate this Concession Agreement by issuing a Termination Notice to the Authority; provided that before issuing the Termination Notice, the Concessionaire shall by a notice inform the Authority of its intention to issue the Termination Notice and grant 15 (fifteen) days to the Authority to make a representation, and may after the expiry of such 15 (fifteen) days, whether or not it is in receipt of such representation, issue the Termination Notice

14.3 Parties Rights

14.3.1 Upon the occurrence of the Concessionaire Event of Default, the Authority shall,

without prejudice to any other rights and remedies available to it under this Agreement, be entitled to terminate this Concession Agreem ent.

14.3.2 Upon the occurrence of the Authority Event of Default, the Concessionaire shall, without prejudice to any other rights and remedies available to it under this Agreement, be entitled to terminate this Concession Agreem ent;



14.3.3 Provided that before proceeding to terminate this Concession Agreement, the Party entitled to do so shall give due consideration and shall have due regard to the nature of the underlying Event of Default, its implication on the performance of the respective obligations of Parties under this Agreement and the circumstances in which the same has occurred.

14.4 Remedial Process

14.4.1 Either Party exercising its right under this Clause 14.4, shall issue to the other

Party a notice in writing specifying in reasonable detail the underlying Event of Default(s) and proposing consultation amongst the Parties and the Lenders to consider possible measures of curing or otherwise dealing with the underlying Event of Default (referred to as the “Remedial Notice”).

14.4.2 Following the issue of Remedial Notice by either Party, within a period not exceeding thirty (30) days or such extended period as they may agree (referred to as the “Remedial Period”) the Parties shall, in consultation with the Lenders, endeavour to arrive at an agreement as to the manner of rectifying or remedying the underlying Event of Default. The agreement shall specify the exact nature of the underlying Event of Default and shall have the provision of mutually agreed Cure Period for the Party that has committed an Event of Default.

14.4.3 If the underlying event is a Concessionaire Event of Default, and in case the

Concessionaire is unable to follow the remedial process to rectify the Event of Default within the Cure Period, the Authority shall in consultation with the Lenders endeavour to arrive at an agreement as to ensure the following measure and/or such other measures as may be considered appropriate by them in the attendant circumstances:

(i) the change of management or control/ownership of the Concessionaire; or

(ii) substitution of the Concessionaire by the Authority in such manner as it deems fit, and within a period of 180 days or such extended period as agreed to with the Lenders.

14.5 Obligations during Remedial Period During the Remedial Period, the Parties shall continue to perform their respective obligations under this Agreement which can be performed, failing which the Party in breach shall compensate the other Party for any loss or damage occasioned or suffered on account of the underlying failure/breach.

14.6 Revocation of Remedial Notice



If during the Remedial Period the underlying Event of Default is cured or waived or the Authority and the Lenders agree upon any of the measures set out in Clause 14.4, the Remedial Notice shall be withdrawn.

14.7 Termination Due to Events of Default If before the expiry of the Remedial Period, the underlying Event of Default is neither cured nor waived nor the Parties and the Lenders have agreed upon any of the measures in accordance with Clause 14.4, the Party who has issued the Remedial Notice shall have the right to terminate this Concession Agreement, in which event, the provisions of Clauses 14 & 15 shall, to the extent expressly made applicable, apply.

14.8 Suspension

14.8.1 Suspension upon Concessionaire Even of Default

Upon occurrence of a Concessionaire Event of Default and post expiry of the Remedial Period, the Authority shall be entitled, without prejudice to its other rights and remedies under this Concession Agreement including its rights of Termination hereunder, to (i) suspend all rights of the Concessionaire under this Concession Agreement including the Concessionaire's right to collect service charges, and other revenues pursuant hereto to the O&M of the Project Hospital, and (ii) exercise such rights itself or authorise any other person to exercise the same on its behalf during such suspension (the "Suspension"). Suspension hereunder shall be effective forthwith upon issue of notice by the Authority to the Concessionaire and may extend up to a period not exceeding 180 (one hundred and eighty) days from the date of issue of such notice; provided that upon written request from the Concessionaire and the Lenders' Representative, the Authority shall extend the aforesaid period of 180 (one hundred and eighty) days by a further period not exceeding 90 (ninety) days.

14.8.2 The Authority to act on behalf of Concessionaire

(i) During the period of Suspension, the Authority shall, on behalf of the Concessionaire, collect all Services Charges under and in accordance with this Concession Agreement and be entitled to incur costs for remedying and rectifying the cause of Suspension, and thereafter for claiming costs from the Concessionaire.

(ii) During the period of Suspension hereunder, all rights and liabilities in relation to the Project shall continue to vest in the Concessionaire and all things done or actions taken, including expenditure incurred by the Authority for discharging the obligations of the Concessionaire under and in accordance with this Agreement and the Project Contracts, shall be deemed to have been done or taken for and on behalf of the Concessionaire and the Concessionaire undertakes to indemnify the Authority of all costs incurred during such period.



14.8.3 Revocation of Suspension

(i) In the event that the Authority shall have rectified or removed the cause of Suspension within a period not exceeding 90 (ninety) days from the date of Suspension, it shall revoke the Suspension forthwith and restore all rights of the Concessionaire under this Concession Agreement.

(iii) Upon the Concessionaire having cured the Concessionaire Default within a period not exceeding 90 (ninety) days from the date of Suspension, the Authority shall revoke the Suspension forthwith and restore all rights of the Concessionaire under this Concession Agreement.

14.8.4 Termination

(i) At any time during the period of Suspension under this Clause 14.8, the Concessionaire may by notice require the Authority to revoke the Suspension and issue a Termination Notice. The Authority shall within 15 (fifteen) days of receipt of such notice, terminate this Concession Agreement under and in accordance with Clause 15.

(ii) Notwithstanding anything to the contrary contained in this Concession Agreement, in the event that Suspension is not revoked within 180 (one hundred and eighty) days from the date of Suspension hereunder or within the extended period, if any, set forth in Clause 14.8.1, the Concession Agreement shall, upon expiry of the aforesaid period, be deemed to have been terminated by mutual agreement of the Parties and all the provisions of this Concession Agreement shall apply, mutatis mutandis, to such Termination as if a Termination Notice had been issued by the Authority upon occurrence of a Concessionaire Default.



15 CLAUSE 15: TERMINATION OF AGREEMENT & TRANSFER OF ASSETS

15.1 Termination Procedure

The Party entitled to terminate this Concession Agreement either on account of a Force Majeure Event or on account of an Event of Default shall do so by issue of a notice in writing (referred to as the “Termination Notice”) to the other Party . The Termination Notice shall be of not less than ninety (90) days and not ordinarily be more than one hundred and eighty (180) days, (referred to as the “Termination Period”), at the expiry of which, this Concession Agreement shall stand terminated.

15.2 Obligations during the Termination Period

15.2.1During Termination Period, the Parties shall subject to the provisions of Clause 14 wherever applicable and without prejudice to the provisions of Clause 15.4 herein below, continue to perform such of their respective obligations under this Agreement which are capable of being performed with the object, as far as possible, of ensuring continued availability of the Project to the users, failing which the Party in breach shall compensate the other Party for any loss or damage occasioned or suffered on account of the underlying failure/breach.

15.2.2 In the last year of Concession Period or during the Termination Period, the

Authority shall undertake a comprehensive evaluation of the Project Site, Project Assets and Operations & Maintenance of Project Hospital. The Concessionaire in consultation with the Authority will draft a comprehensive plan to ensure smooth functioning and continuity of operations of the Project Hospital after Concession Period/ Termination Period (the “Transition Plan”). Unless otherwise contrary to the provisions of the Concession Agreement, the Concessionaire and the Authority will be obligated to comply with the Transition Plan.

15.2.3 The Concessionaire shall ensure the smooth transition of the operations and

management of the Project Hospital to the Authority or its authorized representative and ensure that no inconvenience is cause d to the public, Patients and beneficiaries.

15.3 Requisition

Upon issue or receipt, as the case may be, of the Termination Notice, the Authority shall by a notice in writing (referred to as the “Requisition”) call upon the Concessionaire to furnish the following information to enable the Authority to estimate the likely compensation payable/ receivable by either party:



15.3.1data or records (to be specified by the Authority) regarding the operation and maintenance of the Project, Project Site and Project Assets; and

15.3.2 any other information or records (to be specified by the Authority) regarding Concessionaire, its business, assets and liabilities including book value.

The Concessionaire shall, within a period of forty-five (45) days of receipt of Requisition, furnish the particulars called for by the Authority.

15.4 Condition Survey 15.4.1 The Concessionaire agrees that, six (6) months prior to the expiry of the

Concession Period by efflux of time or on the service of a Termination Notice, as the case may be, it shall conduct or cause to be conducted, by the Authority or its representatives, a condition survey of the Project, Project Site and Project Assets to ascertain the condition thereof, verifying compliance with the Concessionaire’s obligations under this Agreement and to prepare an inventory of the Project Assets.

15.4.2 If, as a result of the condition survey, the Authority shall observe/notice that the Project Site, Project Assets and/or the Project or any part thereof have/has not been operated and maintained in accordance with the requirements, in respect thereof, under this Concession Agreement (normal wear and tear excepted) the Concessionaire shall, at its cost and expenses, take all necessary steps to put the same in good working conditions well before the Transfer Date.

15.4.3 In the event the Concessionaire fails to comply with the provisions of this Concession Agreement, the Authority may itself cause the condition survey and inventory of the Project Assets and the Project to be conducted. the Authority shall be compensated by the Concessionaire for any costs incurred in conducting such survey and preparation of inventory as also in putting the Project, Project Site and Project Assets in good working condition.

15.5 Transfer of Assets

15.5.1 General Scope of Transfer

The Parties shall perform/discharge their respective obligations to be performed or discharged under the provisions of this Concession Agreement on the Transfer Date in entirety and unless otherwise provided in this Concession Agreement, the cost involved in transfer contemplated shall be shared by the respective Parties. Without prejudice to any other consequences or requirements under this Concession Agreement or under any law, the following consequences, as in the context becomes applicable, shall follow upon expiry of the Concession Period by efflux of time or due to termination occasioned on a Force Majeure Event or an Event of Default:

(i) Transfer of Project Site and Project Assets



(a). On the Transfer Date, the Concessionaire shall, subject to the provisions of

this Concession Agreement:

(1) handover/surrender peaceful possession of the Project Site and the Project Hospital including all immovable Project Assets excluding Medical Equipment to the Authority at its own cost and free from Encumbrances and encro achments;

(2) transfer all its rights, titles and interest free of cost, in or over the Medical Equipment and documents as may be necessary for the said purpose and shall complete all legal or other formalities as required in this regard at its cost. Such transfer of Medical Equipment shall be at Book Value and such transfer of Medical Equipment shall be at the option of the Authority.

(3) hand over to the Authority all documents whether in hard copies or embedded in software including but not limited to manuals and records relating to operation and maintenance of the Project and the Project Assets;

(4) transfer technology and up-to-date know-how relating to operation and maintenance of the Project Assets;

(5) at its cost and expense, remove from the Project Site all such moveable assets which are not taken over by the Authority;

(6) prior to the Transfer Date, the Concessionaire shall ensure that the Project Site and Project Assets shall have been renewed and cured of all defects and deficiencies as necessary so that the Project Site is compliant with the Applicable Laws & Applicable Permits and Project Assets are functional.

(b). On the Transfer Date, the Authority shall subject to the provision of this

Concession Agreement, and the Transition Plan, pay to the Concessionaire the compensation, as the case may be, in accordance with the provisions of this Concession Agreement.

(c). The Authority and the Concessionaire shall at least one hundred and eighty (180) days prior to the expiry of the Concession Period or upon commencement of Termination Period, as the case may be, promptly agree upon the modalities and take all necessary steps to complete the aforesaid process of transfer of assets and payment of compensation, as the case may be on the Transfer Date. During this period, the designated Persons authorisedby the Authority shall be associated with the operations of the Project (except when the same is impossible due to a Force Majeure Event) in order to facilitate smooth takeover of the same by the Authority on the Transfer Date.

(d). It is clarified that only the assets of the Concessionaire shall be taken over and liabilities, including without limitation liabilities relating to labour and



personnel related obligations of the Concessionaire shall not be taken over by the Authority.

(ii) Project Contracts

The Concessionaire shall at the cost of the Authority transfer/assign such of the Project Contracts which the Authority may require to be transferred in its favour subject to the counter parties to such contracts consenting to such transfer/ assignment. The Concessionaire shall entirely at its cost, terminate all such Project Contracts which are not transferred/assigned to the Authority provided, if the termination is on account of the Authority Event of Default, the Authority shall compensate the Concessionaire to the extent of the termination payments, if any, made or to be made by the Concessionaire to the counter parties to such contracts.

(iii) Applicable Permits

The Concessionaire shall at the cost of the Authority, transfer to the Authority all such Applicable Permits which the Authority may require and which can be legally transferred. Provided if the termination is on account of the Concessionaire Event of Default the cost of such transfer shall be borne by the Concessionaire.

(iv) Performance Securities

The Authority shall be entitled to appropriate any subsisting Performance Security provided by the Concessionaire, if the termination is on account of the Concessionaire Event of Default.

(v) Transfer of Risk

Until the Transfer Date, all risks shall lie with the Concessionaire for loss of or damage to the whole or any part of the Project, Project Site and Project Assets unless the loss or damage is due to an act or omission of the Authority in contravention of its obligations under this Agreement. On and from the Transfer Date all risks in relation to the Project and the Project, Project Site and Project Assets shall be deemed to have been transferred to and lie with the Authority or its nominated agency.

15.5.2 The Concessionaire’s Responsibility

After the expiry of the Concession Period, any liability / responsibility arising out of the applicable labour and employment laws with respect to the Concessionaire’s employees and/or Project Hospital’s employees shall be the sole responsibility of the Concessionaire.

15.5.3 The Authority’s Obligations



The Authority may pay the amounts due and payable to the Concessionaire in accordance with the provisions of this Concession Agreement, to the Lenders, or at their instructions to any designated bank account in India, or to the Concessionaire, as the case may be.

15.5.4 Vesting

(i) On the Transfer Date, the Authority shall verify, in the presence of the Concessionaire or a representative of the Concessionaire, compliance by the Concessionaire with the requirements of Clause 15.5.1 above. In the event the Authority/Governing Body notifies the Concessionaire of shortcomings, if any, in the Concessionaire’s compliance with such requirements, the Concessionaire shall forthwith cure the same.

(ii) The divestment of all rights, title and interest by the Concessionaire in the Project, Project Site and Project Assets shall be deemed to be complete on the Transfer Date but no later than thirty (30) days thereafter, by when all the requirements of Clause 15.5.1 above shall be fulfilled.



16 CLAUSE 16: COMPENSATION ON TERMINATION

16.1 Termination Due to Force Majeure Event

If the termination is due to a Force Majeure Event, compensation payable to the Concessionaire shall be as follows:

16.1.1 If the Termination is on account of a Non Political Force Majeure Event, the

Concessionaire shall be entitled to receive from the Authority by way of Termination Payment an amount lower of the Book Value or the Debt Due less any amount due to the Authority by the Concessionaire under this Concession Agreement less all Insurance Pro ceeds.;

16.1.2 If the termination is due to Indirect Political Force Majeure Event compensation payable to the Concessionaire shall be the higher of the Book Value or the Debt Due Less any amount due to the Authority by the Concessionaire under this Concession Agreement Less all Insurance claims received or admitted. Provided, the Book Value or the Debt Due, as the case may be shall not exceed the Actual Project Cost. The Authority shall return the Performance Security, if subsisting, provided there are no outstanding claims of the Authority on the Concessionaire under this Concession Agreement.

If termination is due to a Direct Political Force Majeure Event, compensation payable to the Concessionaire shall be the same as that stipulated for termination due to a the Authority Event of Default under Clause 16.3.

The Authority shall return the Performance Security, if subsisting, provided there are no outstanding claims of the Authority on the Concessionaire under this Concession Agreement.

16.2 Termination due to Concessionaire Event of Default

Upon Termination by the Authority on account of occurrence of a Concessionaire Event of Default during the Concession Period, the Authority shall pay to the Concessionaire by way of Termination Payment an amount which shall be the lowest of:

16.2.1 Book Value;

16.2.2 90% (ninety percent) of Debt Due;

16.2.3 Total Project Cost plus the cost of medical equipment procured during the Concession period which are over and above the Committed Investment and are a part of the Concessionaire’s Medical Equipment as per Annexure O ;

Provided, no compensation shall be payable to the Concessionaire if the Concessionaire fails to maintain Insurance Cover as contemplated under Clause 17.1 of this Concession Agreement.



The Authority shall, however, be entitled to forfeit/encash and appropriate the Performance Security as damages.

16.3 Termination Due to the Authority Event of Default

Upon Termination of this Concession Agreement by the Concessionaire due to the Authority Event of Default, the Concessionaire shall be entitled to receive from the Authority, by way of Termination Payment a sum equal to:

16.3.1 the total Debt Due; plus

16.3.2 100% (one hundred percent) of the Equity

The Authority shall return the Performance Security provided there are no outstanding claims of the Authority on the Concessionaire under this Concession Agreement.

16.4 Terminal Value

In the event of expiry of this Concession Agreement by efflux of time (the Concession having run its full course), the Concessionaire shall hand over/ transfer the peaceful possession of the Project, including all moveable property, to the Authority free of cost and free from all Encumbrances and encroachments. However, the Concessionaire’s Medical Equipment listed in Annexure O shall be transferred to the Authority at the Book Value of such medical equipment as on the date of the Transfer.

16.5 Transfer Fee and Charges

Transfer costs, stamp duties, notary fees and taxes, if applicable, for the transfer of the Project Assets consequent to the expiry or termination of this Concession Agreement shall be borne by:

16.5.1 the Concessionaire in the event of expiry of Concession Period or termination due to a Concessionaire Event of Default;

16.5.2 the Authority in the event of termination due to the Authority Event of Default or Direct Political Event; and

16.5.3 by both parties equally in case of termination due to Indirect Political Event

16.6 Payment of Compensation to Lenders

The Concessionaire hereby irrevocably authorizes the Authority to pay to the Lenders or at their instruction to any designated bank account in India the compensation payable to the Concessionaire as per Clause 16.2. The Concessionaire confirms that upon such payment being made, the Authority shall stand duly discharged of its obligations regarding payment of compensation under this Concession Agreement and the charge created by the Concessionaire in favour of the Lenders on any of its assets taken over by the Authority shall stand satisfied and all such assets shall on and from the Transfer Date



be free from such charge. The Concessionaire shall procure a certificate from the Lenders releasing the charge on its assets and shall file appropriate modification of charge with the Registrar of Companies. The Concessionaire further confirms that payment of compensation by the Authority in accordance with this Clause 16.6 shall be a valid discharge to the Authority in respect of the Authority’s obligation regarding payment of compensation to the Concessionaire under this Concession Agreement Provided that notwithstanding anything inconsistent contained in this Concession Agreement, the Concessionaire /the Lenders, as the case may be, shall be entitled to remove at its/ their cost all such movables which are not taken over by the Authority and to deal with the same in accordance with their respective rights under law. Provided, further that, if there are no amounts outstanding under the Financing Documents and a certificate to that effect issued by the Lenders is furnished by the Concessionaire to the Authority, the compensation shall be paid by the Authority to the Concessionaire directly.

16.7 Liquidated Damages

16.7.1 Save and except as occasioned by occurrence & continuance Force Majeure or reasons attributable to the Authority or any Government Authority, as certified by the Independent Consultant, for any delay in achieving the Project Milestones date/s during the Refurbishment and Commissioning Period, the Concessionaire shall pay to the Authority, liquidated damages to be calculated in the following manner for:

• Delay upto ninety days, from each scheduled end date, @ Rupees fifty thousand only (Rs. 50,000/-) per day, and

• Delay beyond ninety days and upto one hundred eighty days, from the each scheduled end date, @ Rupees one lac only (Rs. 100,000 /-) per day.

16.7.2 Save as provided under Clause 16.7.1 if the Project Hospital is not open and functional for business in accordance with this Agreement for any reason whatsoever, it is understood and acknowledged by the Concessionaire that the Authority will suffer damages which cannot be computed. It being impractical and infeasible to determine the amount of actual damage, the Concessionaire unconditionally agrees to pay to the Authority as fixed and liquidated damages, and not as a penalty, the sum of Rs. 50,000 (Rupees fifty thousand only) for each Business Day of delay for the Project Hospital until the Project Hospital is opened for providing Services. This amount shall be in addition to any payments due to or become due to the Authority in terms hereof.

16.7.3 The Authority may, on representation made by the Governing Body, annul, waive or reduce the amount of liquidated damages payable by the Concessionaire under the provisions of Clause 16.7.1 and 16.7.2. the Authority, however, shall have the power to rescind or alter its decision of such annulment, waiver and/or reduction of



Liquidation Damages within one (1) year from the date of communication of such annulment, waiver and/or reduction

16.8 Delayed Payment of Compensation

If for any reasons, other than those attributable to the Concessionaire, the Authority fails to pay the compensation even after 60 (sixty) days of the Transfer Date, the Authority shall be liable to pay interest equivalent to the SBI PLR, plus two percent (2%) per annum thereon from such date till payment thereof. Provided, nothing contained in this Clause shall be deemed to entitle Concessionaire for any delay in payment of compensation in accordance with this Concession Agreement.

16.9 Remedies Cumulative

The exercise of right by either Party to terminate this Concession Agreement, as provided herein, shall not preclude, such Party from availing any other rights or remedies that may be available to it under law. All remedies available to the Parties shall be cumulative and the exercise or failure thereof of one or more remedies by any Party shall not limit or preclude the exercise of or constitute a waiver of any other remedies by such Party.



17 CLAUSE 17: INSURANCE 17.1 Insurance Cover

17.1.1 The Concessionaire shall during the Concession Period purchase and maintain or cause to be purchased and maintained, at its own expense, insurance policies as are customarily and ordinarily available in India on commercially reasonable terms and reasonably required to be maintained to insure the Project and all related assets against risks in an adequate amount, consistent with similar facilities of the size and type of the Project and as may be required by the Lenders (the “Insurance Cover”).

17.1.2 The premiums payable on insurance coverage as indicated above, including any costs and expenses incidental to the procurement and enforcement of such insurance cover shall be borne by the Concessionaire.

17.1.3 The Insurance Cover shall be made assignable to the Authority and the respective insurance policies shall contain a specific stipulation to that effect. The Concessionaire undertakes and covenants that it shall neither have nor claim to have any rights, title or interest to such sums. Provided that the Concessionaire may, with the prior written approval of the Authority, assign such Insurance Cover in favour of the Lenders, if any.

17.1.4 Without limiting the generality of the foregoing, the Concessionaire shall, at its cost and expense, purchase and maintain or cause to be purchased and maintained during the Concession Period such insurances as are necessary, including but not limited to the following:

(i) Comprehensive insurance for the Project Assets for their full market value or replacement cost (including fire, burglary, standard and special peril);

(ii) Comprehensive third party liability insurance;

(iii) Professional Indemnity Insurance against any medical negligence at the Project Site and/or during render ing Services to Patients as well as Beneficiaries ;

(iv) Workmen’s Compensation Insurance Policy;

(v) Any other insurance that may be necessary to protect the Concessionaire, the Persons claiming through or under it, its employees and its assets (against loss, damage or destruction at replacement value) including all Force Majeure Events that are insurable and not otherwise covered in items (i) to (v).

17.2 Evidence of Insurance

17.2.1 The Concessionaire shall, from time to time, furnish to the Authority copies of all insurance policies in respect of the Insurance Cover (or appropriate endorsements, certification of other satisfactory evidence of insurance) as soon as reasonably practical after they are received by the Concessionaire and furnish evidence to the



Authority that all premiums have been paid and that the relevant policies remain in existence. Each insurance policy shall provide that the same shall not be cancelled or terminated unless 10 (ten) days’ clear notice of cancellation is provided to the Authority in writing.

17.2.2 In the event the Concessionaire does not maintain any Insurance Cover pursuant hereto, the Authority may, at its option, effect such insurance and the Concessionaire shall reimburse all the costs and expenses incurred in this behalf by the Authority within 15 (fifteen) days of receipt of the Authority’s claim in respect thereof, failing which the same shall be recovered by the Authority by exercising right of set off or from the Performance Security or otherwise. In case of such failure on the part of the Concessionaire, the Authority shall not be liable for damages or claims and the Concessionaire shall indemnify the Authority for and against all liabilities, costs and expenses arising o ut of or as a consequence of such failure.

17.3 Application of Insurance Proceeds

Unless otherwise provided herein, the proceeds from all insurance claims, except for life and injury, shall be promptly be applied for the repair, renovation, restoration or re-instatement of the Project/Project Hospital or any part thereof, which may have been damaged or destroyed.

17.4 Insurance Companies and Waiver of Subrogation

17.4.1 The Concessionaire shall insure all insurable assets comprised in the Project, Project Site and Project Assets through Indian insurance companies and if so permitted by GoI, through foreign insurance companies, to the extent that insurances can be affected with them.

17.4.2 All insurance po licies supplied by the Concessionaire shall include a waiver of any right of subrogation of the insurers there under against, inter alia, the Authority and its assigns, subsidiaries, affiliates, employees, insurers and underwriters and of any right of the insurers of any set-off or counterclaim or any other deduction, whether by attachment or otherwise, in respect of any liability of any such person insured under any such policy.

17.4.3 The Concessionaire hereby further releases, assigns and waives any and all rights of recovery against, inter alia, the Authority and its affiliates, subsidiaries, employees, successors, assigns, insurers and underwriters, which the Concessionaire may otherwise have or acquire in or from or in any way connected with any loss covered by policies of insurance maintained or required to be maintained by the Concessionaire pursuant to this Concession Agreement (other than third party liability insurance policies) or because of deductible sections in or inadequacy of limits of any such policies of insurance.



18 CLAUSE 18: REPRESENTATIONS AND WARRANTIES

18.1 Representations and Warranties of Parties

Each Party represents and warrant s to the other Party that:

18.1.1 it has full power and authority to execute, deliver and perform its obligations under this Agreement;

18.1.2 it has taken all necessary action to authorise the execution, delivery and performance of this Agreement;

18.1.3 this Agreement constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with the terms hereof;

18.1.4 there are no actions, suits or proceedings pending or to its best knowledge, threatened against or affecting it before any court, administrative body or arbitral tribunal which might materially and adversely affect its ability to meet or perform any of its obligations under this Agreement;

18.1.5 it is subject to civil and commercial law with respect to this Agreement and it hereby expressly and irrevocably waives any sovereign immunity in any jurisdiction; and

18.1.6 its representations and warranties shall stand true and valid during the Concession Period and it shall have an obligation to disclose to the other Party as and when any of its representations and warrant ies ceases to be true and valid.

18.2 Representations and Warranties of Selected Bidder/ Concessionaire

The Selected Bidder/Concessionaire further represents and warrant s to the Authority that:

18.2.1 In submitting its Proposal the Selected Bidder has complied with all the Applicable Laws and it is and has not been subject to any fines, penalties, injunctive relief or any other civil or criminal proceedings or liabilities which in the aggregate have or may have Material Adverse Effect on its financial condition or its ability to implement the Project.

18.2.2 It was and is duly organised and existing under the laws of the jurisdiction of its incorporation and has full power and authority to consent to and has consented to its entering into this Agreement and has agreed to and unconditionally accepted the terms and conditions set forth in this Agreement.

18.2.3 The execution, delivery and performance of this Agreement and all instruments or agreements required hereunder do not contravene, violate or constitute default of any agreement or instrument to which it is a party, including without limitation, its Charter Documents or by which it is or may be bound or result in a violation or breach of or default under any Applicable Law or regulation or of any order, judgment or decree of any Government Authority to which it is a party or by which it



is bound. It is not restricted by any judgment, injunction, order, decree or award from the execution, delivery and performance of this Agreement.

18.2.4 It is duly organised, validly existing and in good standing under the laws of the jurisdiction of its incorporation/establishment. All action on the its part and all corporate action on the part of its board of directors/equivalent entity, as necessary for the authorisation, execution, delivery of and the performance of its obligations has been taken.

18.2.5 As of date, as regards it there is no applicable bankruptcy, insolvency, re-organisation, moratorium or similar laws affect ing creditors' rights generally.

18.2.6 The Concessionaire and its personnel and employees have the requisite qualifications, experience and competence and training in performing the services and the Concessionaire shall ensure that such employees will remain available for the term of the Concession Agreement, and shall not be removed or replaced without the prior written approval of the Authority.

18.2.7 All consents and approvals for the proposed implementation of the Project including management, operations & maintenance of the Project Assets, as per terms hereof, have been obtained and all such approvals are and shall remain in full force and effect and there are no other consents and approvals that are required from any third party for the consummation of the transactions envisaged herein. None of such consents and approvals are subject of any pending or threatened review or attack by appeal or direct proceedings or otherwise.

18.2.8 The Concessionaire shall be solely liable and responsible for all medico legal claims / complaints/cases and the like that may be filed by any Person treated by at the Project Hospital and all the liability towards any such litigation including legal costs shall be the sole responsibility and liability of the Concessionaire and the Authority shall, at all times, be fully indemnified in this regard.

18.2.9 Prior to executing this Concession Agreement, it has conducted a due diligence audit and independent evaluation to its satisfaction in respect of the contractual structure for implementing the Project, technical and financial feasibility of the Project, Scope of Work, risks and contingencies, the condition of the Project Site, Hospital Building, availability of labour, materials, Medical Equipment, macineries and other infrastructural facilities, the requisite specifications and standards, all matters concerning or related to the Project and all information and documents provided by the Authority (by itself or through its agencies, advisors and consultants) to it from time to time.

18.2.10 It is entering into this Concession Agreement on the basis of its satisfaction based on the due diligence audit undertaken by it. Any design, data, information, plan etc. provided by the Authority to it is only by way of information and it has determined/shall determine to its satisfaction the accuracy thereof and shall act thereon at its own cost, consequence and risk. It shall be responsible for the contents



of its Proposal, including all designs, data etc. therein, and for its correctness and sufficiency for the Project.

18.2.11 It hereby accepts the risk of inadequacy, mistake or error in or arising out of, in connection with or in relation to the matters set out in the preceding paragraph of this Clause 18.2 and hereby confirms that the Authority or its agencies, advisors and consultants shall not be liable in any manner whatsoever for the same to the Selected Bidder/Concessionaire or any Person claiming through or under it.



19 CLAUSE 19: LIABILITY & INDEMNIFICATION

19.1 Liability of Concessionaire

19.1.1 Notwithstanding anything to the contrary contained in this Agreement, (a) in addition to the Concessionaire’s liability and obligations and the Authority’s remedies provided elsewhere in this Concession Agreement, the Concessionaire shall be solely responsible for any loss of or damage to the Project, the Project Site, the Project Assets, damage to environment, death or injury to person, and any other liabilities, damages, losses and reasonable cost and expenses (including legal costs) suffered by the Authority:

(i) during the Concession Period resulting from any negligent act or omission of the Concessionaire, the Sub-Concessionaire, the Subcontractors or any other Person and their respective employees, agents, Subcontractors and represent atives.

(ii) in connection with, arising out of, or resulting from any breach of warranty, material misrepresentation by the Concessionaire or non-performance of any term, condition, covenant or obligation to be performed by the Concessionaire under this Agreement.

19.1.2 The Concessionaire shall also be liable for any loss or damage which occurs as a result of any act, event, omission, negligence or default (including property circumstances, quality of materials used, workmanship, structural, design or other defects, latent or patent, noncompliance with building bye laws, regulatory requirements of Government Authorities or any other matter) for which the Concessionaire is liable or which is attributable to the Concessionaire and, in turn, the Persons claiming through or under the Concessionaire.

19.2 Indemnification

19.2.1 Without prejudice to and in addition to the indemnification provisions elsewhere in this Agreement, the Concessionaire agrees to indemnify and hold harmless the Authority and its trustees, managers, officers, directors, employees, advisors and consultants (the “Authority Indemnified Party”) promptly upon demand at any time and from time to time, from and against any and all losses, claims, damages, liabilities, costs, penalties, litigation, proceedings (including reasonable attorneys' fees and disbursements) and expenses of any nature whatsoever (collectively, “Losses”) to which the Authority Indemnified Party may become subject, insofar as such Losses directly arise out of, in any way relate to, or result from (i) any misstatement or any breach of any representation or warranty made by Concessionaire; and/or (ii) the failure by Concessionaire to fulfill any agreement, covenant or condition contained in this Agreement, including without limitation the breach of any terms and conditions of this Agreement by any employee or agent of the Concessionaire or by the Persons claiming through or under the Concessionaire; and/ or (iii) any act or omission of the Concessionaire or the Persons claiming



through or under it; and/or (iv) any claim or proceeding by any Third Party against the Authority arising out of any act, deed or omission by the Concessionaire or the Persons claiming through or under it. For the avoidance of doubt, indemnification of Losses pursuant to this Clause 19.2 shall be made in an amount or amounts sufficient to restore each the Authority Indemnified Party to the financial position it would have been in had the Losses not occurred.

19.2.2 Without limiting the generality of Clause 19.2,

(i) the Concessionaire shall fully indemnify and defend the Authority Indemnified Party from and against any and all Losses arising out of or with respect to

(a). failure of the Concessionaire and the Persons claiming through or under the Concessionaire to comply with Applicable Laws and Applicab le Permits,

(b). payments of taxes relating to the Concessionaire and the Persons claiming through or under the Concessionaire, including Subcontractors, suppliers and representatives, including the income or other taxes required to be paid by the Concessionaire/such Persons without reimbursement hereunder, or

(c). non-payment of amounts due as a result of materials or services furnished to the Concessionaire or any and the Person claiming through or under the Concessionaire, which are payable by the Concessionaire or such Person.

(ii) the Concessionaire shall fully indemnify, and defend the Authority Indemnified Party harmless from and against any and all Losses which the Authority Indemnified Party may hereafter suffer or pay by reason of any demands, claims, suits or proceedings arising out of claims of infringement of any domestic or foreign patent rights, copyrights or other intellectual property, proprietary or confidentiality rights with respect to any materials, information, design or process used by the Concessionaire or by the Persons claiming through or under the Concessionaire in performing the Concessionaire’s obligations or in any way incorporated in or related to the Project. If in any such suit, claim or proceedings, a temporary restraint order or preliminary injunction is granted, the Concessionaire shall make every reasonable effort, by giving a satisfactory bond or otherwise, to secure the suspension of the injunction or restraint order. If, in any such suit claim or proceedings, the Project, or any part, thereof or comprised therein is held to constitute an infringement and its use is permanently enjoined, the Concessionaire shall promptly make every reasonable effort to secure for the Authority Indemnified Party, a license, at no cost to the Authority Indemnified Party, authorizing continued use of the infringing work. If the Concessionaire is unable to secure such license within a reasonable time, the Concessionaire shall, at its own expense and without impairing the specifications and standards either replace the affected work, or part, or process thereof with non-infringing work or parts or process, or modify the same so that it becomes non-infringing.



(iii) the Concessionaire shall further indemnify, defend and hold harmless the Authority Indemnified Party from any and all Third Party claims for loss of or physical damage to property or for death or injury and against all Losses for personal injury and for damage to or loss of any property arising out of or in any way connected with the Concessionaire’s performance of this Agreement or arising out of any act or omission of the Concessionaire, and in turn of the Persons claiming through or under the Concessionaire.

19.2.3 Any payment made under this Concession Agreement pursuant to an indemnity or claim for breach of any provision of this Agreement shall be net of applicable taxes.

19.3 Notice of proceedings

The Authority shall promptly notify the Concessionaire of any claim or respect of which it is entitled to be indemnified under this Clause 19. Such notice shall be given as soon as reasonably practicable after the Authority becomes aware of such claim or proceeding.

19.4 Defense of Claims

19.4.1 In the event that the Authority receives a claim from a third party in respect of which it is entitled to the benefit of an indemnity under this Clause 19 (the “Indemnified Party”) it shall notify the Concessionaire (the “Indemnifying Party”) within 14 (fourteen) days of receipt of the claim and shall not settle or pay the claim without the prior approval of the Indemnifying Party, such approval not to be unreasonably withheld or delayed. In the event that the Indemnifying Party wishes to contest or dispute the claim it may conduct the proceedings in the name of the Indemnified Party subject the Indemnified Party being secured against any costs involved to its reasonable satisfaction.

19.4.2 The Indemnified Party shall have the right, to contest, defend and litigate any claim, action, suit or proceeding any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified by the Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Clause 19, the Indemnifying Party shall be entitled, at its option, to assure and control the defense of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party. The Indemnifying Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the consent of the Indemnified Party unless the Indemnifying Party provides such security to the



Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled.

19.4.3 If the Indemnifying Party has exercised its rights under Clause 19.4.1, the Indemnified Party shall not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnifying Party which consent shall not be unreasonably withheld or delayed.

19.4.4 If the Indemnifying Party exercises its rights under Clause 19.4.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel may participate in such action, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred.

19.5 Indirect or Consequential Losses

Neither Party under this Agreement shall be responsible/liable to the other party in contract, tort, warranty, strict liability or any other legal theory for indirect, incidental, punitive, or consequential loss or damage or loss of profit resulting from the performance of obligations or the exercise of rights under or pursuant to the Agreement.

19.6 Business Risks

Except as expressly provided in this Concession Agreement, the Concessionaire shall carry out and perform its rights and obligations under this Agreement at its own cost and risk. The Concessionaire be fully responsible for and shall bear the financial, commercial and business risks in relation to the Project and all its rights and obligations under or pursuant to this Agreement.

19.7 Survival

The provisions of Clause 19 shall survive the expiry or prior termination of this Concession Agreement/the Concession.



20 CLAUSE 20: DISPUTE RESOLUTION

20.1 Amicable Resolution If any dispute or difference or claims of any kind arises between the Authority and the Concessionaire in connection with construction, interpretation or application of any terms and conditions or any matter or thing in any way connected with or in connection with or arising out of this Agreement, or the rights, duties or liabilities of any Party under this Agreement, whether before or after the Termination of this Concession Agreement, then the Parties shall meet together promptly, at the request of any Party, in an effort to resolve such dispute, difference or claim by discussion between them.

20.2 Assistance of Expert

The Parties may, in appropriate cases agree to refer the matter to an Expert appointed by them with mutual consent. The Parties agree to abide by the decision/opinion of the Expert. The cost of obtaining the service of the Expert shall be shared equally.

20.3 Arbitration

All doubts and differences of opinion relating to and arising from the terms and conditions of the Concession Agreement executed between the Authority and the Concessionaire including the differences related to interpretation of meanings and expression requiring interpretations relevant to the Agreement or any other dispute that may arise shall be referred to the arbitration of a person to be nominated by the Chairman of Shri Mata Vaishno Devi Shrine Board (Honourable Governor of J&K) whose decision shall be final, binding upon and accepted by both the parties and shall not be called in question on any ground whatsoever. Any of the parties may apply to the Chairman of the Shri Mata Vaishno Devi Shrine Board for appointment of the Arbitrator in this regard. The Arbitrator so appointed shall enter upon the reference and decide the disputes in accordance with the J&K Arbitration Conciliation Act 1997. Place of arbitration shall be at Jammu. The fees and expenses of the Arbitrator and all other expenses of the arbitration shall be initially borne and paid by respective Parties subject to determination by the Arbitrator. The Arbitrator may provide in the arbitral award for the reimbursement to the prevailing party of its costs and expenses in bringing or defending the arbitration claim, including legal fees and expenses incurred by Party. Pending the submission of and/or decision on a dispute, difference or claim or until the arbitral award is published; the Parties shall continue to perform all of their obligations under this Agreement without prejudice to a final adjustment in accordance with such award.



21 CLAUSE 21: MISCELLANEOUS 21.1 Governing Law and Jurisdiction

This Concession Agreement shall be construed and interpreted in accordance with and governed by the laws applicable in Jammu & Kashmir and the courts at Jammu shall have jurisdiction over all matters arising out of or relating to this Concession Agreement.

21.2 Waiver & Remedies

21.2.1 The waiver by either Party, including conditional or partial waiver, of any default by the other Party in the observance and performance of any provision of or obligations or under this Agreement:

(i) 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;

(ii) shall not be effective unless it is in writing and executed by a duly authorized representative of such Party; and

(iii) shall not affect the validity or enforceability of this Agreement in any manner.

21.2.2 No failure on the part of any Party to exercise, and no delay in exercising, any

right, power, obligation or privilege hereunder or time or indulgence granted by a Party to the other Party shall operate or be treated or deemed as a waiver thereof or a consent thereto or the acceptance of any variation or relinquishment of any such right hereunder; nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The remedies herein provided are cumulative and not exclusive of any remedies provided by the Applicable Laws.

21.2.3 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 there under nor time or other indulgence granted by a Party to the other Party shall be treated or deemed as waiver of such breach or acceptance of any variation or the relinquishment of any such right hereunder.

21.3 Survival

The termination/expiry of this Concession Agreement

21.3.1 shall not relieve either Party of any obligations hereunder, which expressly or by implication, survive the expiry or prior termination of this Concession Agreement/the Concession, and



21.3.2 except as otherwise provided in any provision of this Concession Agreement expressly limiting the liability of either Party, shall not relieve either Party of any obligations or liabilities for loss or damage to the other Party arising out of or caused by acts or omissions of such Party prior to the effectiveness of such termination/expiry or arising out of such termination/expiry.

21.4 Entire Concession Agreements and Amendments

21.4.1 This Concession Agreement constitutes the complete, exclusive and entire statement of the terms of the agreement between the Parties on the subject hereof and supersede all previous agreements or arrangements between the Parties, including any memoranda of understanding entered into in respect of the contents hereof.

21.4.2 No amendment or modification or waiver of any provision of this Concession Agreement, nor consent to any departure by any of the Parties there from, shall in any event be valid and effective unless the same is in writing and signed by the Parties or their duly authorised representative especially empowered in this behalf and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it is given.

21.5 Performance & Waiver

The failure of either Party to require the performance by the other Party of any of the terms of this Agreement shall not affect that Party's right to enforce such term or terms at some later time, and the waiver by either Party of any breach of any provision of this Agreement shall be in writing and shall not be deemed to be a waiver of any subsequent breach of such provision.

21.6 Severability

21.6.1 If for any reason whatever any provision of this Agreement is or becomes invalid, illegal or unenforceable or is declared by any court of competent jurisdiction or any other instrumentality to be invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall not prejudice or affect the remaining provisions of this Agreement which shall continue in full force and effect.

21.6.2 The Parties will negotiate in good faith with a view to agreeing upon one or more provisions which may be substituted, as nearly as is practicable, to such invalid, illegal and unenforceable provision. Provided failure to agree upon any such provisions shall not be subject to the dispute resolution procedure under this Concession Agreement or otherwise..

21.7 Notices



Unless otherwise stated, notices to be given under this Concession Agreement including but not limited to a notice of waiver of any term, breach of any term of this Agreement and termination of this Concession Agreement, shall be in writing and shall be given by hand delivery, recognised courier, mail, telex or facsimile transmission and delivered or transmitted to the Parties at their respective addresses set forth below:

If to the Authority: -------------------------------------------------------- -------------------------------------------------------- Fax No. --------------------------------------------- Attn: If to Concessionaire: -------------------------------------------------------- -------------------------------------------------------- Fax No. --------------------------------------------- Attn: If to the Lenders/Lenders’ Representative: -------------------------------------------------------- -------------------------------------------------------- Fax No. --------------------------------------------- Attn: Or such address, telex number, or facsimile number as may be duly notified by the respective Parties from time to time, and shall be deemed to have been made or delivered (i) in the case of any communication made by letter, when delivered by hand, by recognized courier or by mail (registered, return receipt requested) at that address and (ii) in the case of any communication made by telex or facsimile, when transmitted properly addressed to such telex number or facsimile number. In case any Party changes its address, communication numbers, or directed attention as set forth above, it shall notify the other Party in writing prior to the adoption thereof.

21.8 No Partnership

21.8.1 Nothing contained in this Concession Agreement shall be construed to create an association, trust, partnership, agency or joint venture among the Parties and Parties shall be liable to perform their respective duties and discharge their respective liabilities or obligations in accordance with the Provisions of this Agreement. Neither Party shall have any authority to bind the other in any manner whatsoever.

21.8.2 No provision of this Concession Agreement shall constitute either Party as the legal representation or agent of the other, nor shall either Party have the right or authority to assume, create or incur any liability or any obligation of any kind,



express or implied, against or in the name of or on behalf of the other Party except as provided expressly under this Concession Agreement.

21.9 Waiver of Sovereign Immunity

The execution, delivery and performance by the Authority of this Concession Agreement and any other related agreements to which it is a party constitute commercial acts done and performed for commercial purposes and do not constitute sovereign acts and the Authority, saving and excepting the present or future assets and properties concerning the military, national heritage or any diplomatic/consular office or the constitutional authorities (of India) and their offices, waives any and all rights of immunity that it or any of its assets may have or may acquire in future against the institution of any legal or arbitral proceedings and the enforcement.

21.10 Intellectual Property Rights & Confidentiality

21.10.1 Intellectual Property Rights

(i) The Concessionaire accepts and agrees that the Authority shall be the absolute and exclusive owner and proprietor of the all details, plans, specifications, schedules, programs, budget, reports, calculations and other work relating to the Project (hereafter referred to as "Proprietary Material"), which have been or are hereafter written, originated or made by any of the Concessionaire or the Persons claiming through or under it or any of their respective employees, contractors, consultants or agents in connection with this Concession Agreement or the operation, maintenance, insurance and management of the Project. All Proprietary Material shall be clearly marked as such in capital letters and in bold face print.

(ii) The Authority shall own all the intellectual property rights in or relating to the Proprietary Material and all rights, privileges, entitlements, interests, title, property and benefits and associated rights whatsoever therein for the full period in accordance with the Applicable Laws and with all the reservations and extensions thereof and together with the exclusive right of the Authority to use such information and intellectual property/authorize the use thereof by Third Parties in India and abroad in any form, including without limitation the right to reproduce, translate, edit, modify, distribute, sell or assign such rights, with or without consideration.

(iii) The Authority shall have the exclusive right to apply for/procure registration of the intellectual property rights at its cost with relevant competent authorities in India and abroad.

(iv) The Concessionaire and the Authority hereby grant to each other an irrevocable, royalty-free, non-exclusive Concession to use all proprietary material owned by any of them or any of their respective employees, contractors, consultants or



agents in connection with this Concession Agreement or the operation, maintenance, insurance and management of the Project. Such Concession shall carry the right to use such material for all purposes connected with the Project; however, it shall not be transferable to any Person other than to the permitted assignee under this Concession Agreement. Such Concession shall discontinue on the termination or expiry of this Concession Agreement or the discharge by any Party of its duties hereunder.

21.10.2 Confidentiality

No Party shall, without the prior written consent of the other Party, at any time divulge or disclose or suffer or permit its servants or agents to divulge or disclose to any Person or use for any purpose unconnected with the Project any information which is by its nature or is marked as Proprietary Material or “confidential”, concerning the other (including any information concerning the contents of this Agreement) except to its officers, directors, employers, agents, representatives and professional advisors or as may be required by any law, rule, regulation or any judicial process; provided, however, that a Party, with the written consent of the other Party, may issue press releases containing non-sensitive information in relation to the progress of the Project. This provision shall not apply to information:

(i) already in the public domain, otherwise than by breach of this Agreement;

(ii) already in the possession of the receiving Party on a lawful basis before it was received from the other Party in connection with this Agreement and which was not obtained under any obligation of confidentiality;

(iii) obtained from a Third Party who is free to divulge the same and which was not obtained under any obligation of confidentiality;

(iv) disclosed to the Lenders under terms of confidentiality; or

(v) which is required to be disclosed by judicial, administrative or stock exchange process, any enquiry, investigation, action, suit, proceeding or claim or otherwise by or under any Applicable Law or by any Government Authority.

21.11 Redressal of Grievances

21.11.1 Complaints Register

(i) The Concessionaire shall maintain a public relations office at each of the Project Hospital where it shall keep a register (the "Complaint Register") open to public access at all times for recording of complaints by any Person, including the Patients (the "Complainant"). Information relating to the availability of and access to the Complaint Register shall be prominently displayed by the



Concessionaire at each of the Project Facility so as to bring it to the attention of all Persons, including the Patients.

(ii) The Complaint Register shall be securely bound and each page thereof shall be duly numbered. It shall have appropriate columns including the complaint number, date, name and address of the Complainant, substance of the complaint and the action taken by the Concessionaire. Immediately after a complaint is registered, the Concessionaire shall give a receipt to the Complainant stating the date and complaint number. SMVDIME Medical Director and any other officer authorized by SMVDIME Medical Director will have the right to inspect the Complaint Register at any time during office hours.

(iii) Without prejudice to the provisions of Clauses 21.11.1and 21.11.2, SMVDIME Medical Director may, in consultation with the Concessionaire, specify the procedure for making complaints in electronic form and for responses thereto.

21.11.2 Redressal of complaints

(i) The Concessionaire shall inspect the Complaint Register every day and take prompt and reasonable action for redressal of each complaint. The action taken shall be briefly noted in the Complaint Register and a reply stating the particulars thereof shall be sent by the Concessionaire to the Complainant under a certificate of posting.

(ii) Within 7 (seven) days of the close of each month, the Concessionaire shall send to SMVDIME Medical Director and/or to the Independent Consultant a true photocopy each of all the pages of the Complaint Register on which any entry has been recorded during the course of such month, and upon perusal thereof, SMVDIME Medical Director may, in its discretion, advise the Concessionaire to take such further action as SMVDIME Medical Director may deem appropriate for a fair and just redressal of any grievance. The Concessionaire shall consider such advice and inform SMVDIME Medical Director of its decision thereon, and if SMVDIME Medical Director is of the opinion that the Complainant is entitled to further relief, it may refer the matter to the competent forum for its disposal under the Consumer Protection Act, 1986 or other Applicable laws, and advise the Complainant to pursue the complaint at his own risk and cost.

21.12 Violation of Terms

The Parties agree that each Party shall be entitled to an injunction, restraining order, right for recovery, suit for specific performance ,or such other equitable relief as a court of competent jurisdiction may deem necessary or appropriate to restrain the other Party from committing any violation or enforce the performance of the covenants, obligations and representations contained in this Concession Agreement. These injunctive remedies are cumulative and are in addition to any other rights and remedies the Party may have at low or in equity, including without limitation, a right



for recovery of the amounts due under this Concession Agreement and related costs and a right for damages.

21.13 Exclusion of Implied Warranties etc. This Concession 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 or any representation by any Party not contained in a binding legal agreement executed by the Parties.

21.14 Language The language of this Concession Agreement is English. All notices, correspondence, Project Contracts, documentation, designs and detailed engineering, design specifications and standards, data, test reports, certificates and information in respect of this Concession Agreement shall be in the English language. All other written and printed matter, communications, documentation, proceedings and notices etc. pursuant or relevant to this Concession Agreement shall be in the English language.

21.15 No Liability for Review Except to the extent expressly provided in this Concession Agreement.

21.15.1 no review, comment or approval by the Authority, Independent Consultant/Experts and/or advisors, nominees or representatives of the Authority of the designs, the specifications and standards, the Transaction Documents or documents submitted by the Concessionaire or its employees or agents or Persons claiming through or under the Concessionaire nor any observation or inspection of the management, operation or maintenance of the Project nor the failure to review, approve, comment, observe or inspect hereunder shall relieve or absolve the Concessionaire from its obligations, duties and liabilities under this Agreement, the Applicable Laws and Applicab le Permits; and

21.15.2 The Authority or the advisors, nominees or representatives of the Authority shall not be liable to the Concessionaire by reason of any review, comment, approval observation or inspection referred in sub-Clause 21.15.1 above.

21.16 Counterparts This Concession Agreement may be executed in any numbers of originals or counterparts, each in the like form and all of which when taken together shall constitute one and the same document, and any Party may execute this Concession Agreement by signing any one or more of such originals or counterparts.

21.17 Time



Any date or period as set out in any Clause of this Concession Agreement may be extended with the written consent of the Parties failing which time shall be of the essence.

21.18 Remedies Cumulative The exercise of right by either Party to terminate this Concession Agreement, as provided herein, shall not preclude, such Party from availing any other rights or remedies that may be available to it under law. All remedies available to the Parties shall be cumulative and the exercise or failure thereof of one or more remedies by any Party shall not limit or preclude the exercise of or constitute a waiver of any other remedies by such Party.

21.19 Interest and Right of Set Off and Lien Any sum which is due and payable under any of the provisions of this Concession Agreement by one party to the other shall, if the same is not paid within the time allowed for payment thereof, be deemed to be a debt owed by the Party responsible for such payment to the Party entitled to receive the same. Such sum shall until payment thereof carry interest at the rate specified herein, , from the due date and until the date of payment or otherwise realisation thereof by the Party entitled to receive the same. Without prejudice to any other right or remedy available under this Concession Agreement or under law, the Party entitled to receive such amount shall also have the right of set off. Provided that this provision for payment of interest for delayed payment shall not be deemed or construed to (i) authorize any delay in payment of any amount due by a party; or (ii) be a waiver of the underlying breach of the payment obligations. Provided further that in the event any sums whatsoever are due and owing to the Authority from the Concessionaire under this Concession Agreement, the Authority shall recover the same by appropriating such dues from the Performance Security and/or exercising lien over the monies to be received by the Concessionaire pursuant to this Concession Agreement.

21.20 Limitation of Liability To the fullest extent permitted by Applicable Laws neither Party nor its Affiliates shall be liable for any special ,indirect ,consequential ,or incidental damages (including but not limited to damages for loss of business profits, business interruptions ,loss of business information ,and the like) arising out of this Concession Agreement even if either Party has been advised of the possibility of such damages.

21.21 Change in Law



In the event of a Change in Law results in a Material Adverse Effect, the Authority or the Concessionaire may by notice in writing to the other party request such modifications to the terms of this Concession Agreement as the requesting party reasonably believes is necessary to place it in substantially the same legal, commercial and economic position as it was prior to such Change in Law. The Concessionaire and the Authority shall thereafter consult in good faith to agree to such modifications and in the event agreement cannot be reached, either of them may refer the matter for determination in accordance with the dispute resolution procedure described under Clause 20 of this Concession Agreement. Provided, however, Change in Law shall not include (i) coming into effect, after the Execution Date, of any provision of a statute which is

already in place as of the Execution Date; or (ii) a new law or any change in the existing law under the active consideration of or in

the contemplation of any government as of the Execution Date, which is a matter of public knowledge.

21.22 Defects Liability

The Concessionaire shall be responsible for all defects and deficiencies in the Project Site and/or Project Assets for a period of 120 (One hundred and twenty) days after Termination, and it shall have the obligation to repair or rectify, at its own cost, all defects and deficiencies in the Project Site and Project Assets during the aforesaid period. In the event that the Concessionaire fails to repair or rectify such defect or deficiency within a period of 15 (fifteen) days from the date of notice issued by the Authority in this behalf, the Authority shall be entitled to get the same repaired or rectified at the Concessionaire's risk and cost so as to make the Project Site and Project Assets conform to the O&M Requirements. All costs incurred by the Authority hereunder shall be reimbursed by the Concessionaire to the Authority within 15 (fifteen) days of receipt of demand thereof, and in the event of default in reimbursing such costs, the Authority shall be entitled to take all requisite steps under law, contract or otherwise in that regard.

IN WITNESS WHEREOF THE, PARTIES HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN



Signed on behalf of the Authority __________________(Signature) ____________________(Name) ________________(Designation)

Signed, Sealed And Delivered Concessionaire by the hand of its Authorized representative ________________(Signature) ___________________(Name) _____________(Designation) pursuant to Resolution dated ........ of its Board of Directors.

In the presence of: Witnesses 1. 1. 2. 2.



22 ANNEXURE A: LETTER OF AWARD

[Letter Head of the Shri Mata Vaishno Devi Shrine Board]

Letter No.:_______________________ Date: _________

To:

(Name and Address o f the Preferred Bidder)

Dear Sir,

Subject: Letter of Award for development of Operationalization of Phase I hospital project of Shri Mata Vaishno Devi Institute of Medical Excellence on PPP mode on BROT basis (Project).

Ref: Bid opening for the Project dated [date].

1. This in reference to the proposal submitted by (Bidder Name) in response to the Request for Proposal issued to you on …… [date].

2. Following the submission of Proposal submitted by you on the (Date), the proposal was considered and evaluated by the Bid Evaluation and/or Tender Committee constituted this purpose for the Project. Several clarifications and discussions have also been conducted with you between [mention dates].

3. Following this process, the Authority is pleased to inform you that you have been selected as the “Selected Bidder” (as per provisions of the RFP document) for the Project at your offer [Bid Parameter, as specified in the RFP document] which includes the Concession Fees whose NPV is Rs. _________, pricing of services at the hospital at [X] % of the CGHS rates for super specialty hospitals for Delhi and investment of Rs. _______ towards medical equipment for undertaking the aforesaid Project.

4. This letter is intended to convey the Authority, acceptance of your proposal at the [Financial offer] quoted above. Accordingly, you are hereby requested to acknowledge the receipt of this letter within 7 (seven) days of receipt.

5. The LOA and award of work is subject to the terms and conditions set out in the RFP issued to you and would further be subject to the conditions set out in the Agreement to be executed between the Authority and the Special Purpose Vehicle (SPV) to be created by you for the purpose.

This Letter of Award is based on the following conditions:



1. You shall incorporate an SPV which shall enter into a concession agreement with the Authority within 60 days of this LOA, detailing the terms & conditions of implementing and managing the project at [Project Area and/or City] through build-refurbish-operate-transfer (BROT) format.

2. You shall ensure that the Concessionaire shall furnish the Authority a Performance Guarantee equal to Rs. ______ (Rupees ________only) as per the provisions of the Concession Agreement. The Bid Security furnished by you for Rs. ______ (Rupees _______ only) will be returned at the time of submission of the Performance Guarantee. The Performance Guarantee shall be retained by the Authority during the Concession Period as indicated in the Concession Agreement; and you shall ensure that the Bid Security is valid and in full force till the Performance Guarantee is furnished by the Concessionaire.

3. You shall be governed by the Terms and Conditions stated in the RFP and Concession Agreement. You shall not attach any condition on any of its obligations as stipulated in the RFP document and Concession Agreement; and

Kindly be informed that this communication by itself does not create any rights or contractual relationship with the Authority. Any such right or relationship shall come into effect only after the approval of the Authority, furnishing the Acceptance of LOA as per the terms of the RFP, and the execution of the Concession Agreement.

This letter is awarded in duplicate. The duplicate copy of this letter may be signed and returned along with the Letter of Authority authorizing the person to sign the duplicate copy hereof on your behalf within 15 days of the date of the LOA, as a token of acceptance of the above terms & conditions.

We look forward to a mutually fruitful relationship.

Yours truly,

[Name & Address]



23 ANNEXURE B: PROJECT SITE



24 ANNEXURE C: MEDICAL EQUIPMENT AND MEDICAL FURNITURE LIST List of Medical equipment

Name of Equipment Minimum

Total Quantity

OUTPATIENT ROOM S Digital Weight Machine 12 Height Machine/Index 12 Body Mass Index Calculator 1 Stethoscope 24 BP Apparatus 12 Thermometer 12 Torch 24 Hammer, Tuning Fork and others 3 OP Patient Call System/Queuing System 1 X-ray view box (4 Film Panel, LED Lit) 24 Dental Consultation Room set up with Fully equipped Dental work station with x-ray, OPG and Instruments, Flash Steriliser (Optional)

1

Eye Consultation Room set up with Slit Lamp, Aplanation tonometer, Direct Ophthalmoscope, Indirect Opthalmoscope, Test Chart, +20 Lens, 78D and 90D lens, Gonio Lens (3 mirror and 4 mirror), Macular lens, Refraction Chair, Torch

1

RADIOLOGY DIAGNOSTICS True DR with IITV - 80 KW (1000 mA) 1 HF 500 mA 1 HF (60 - 100 mA) 3 Computerised Radiography System 1 Dry Laser Imager 1 PACS 1 X-ray viewer ( 4 Film panel – LED Lit) 4 X-ray room Accessories (Lead Panel, Barriers, L ead Aprons and other safety equipment)

2

USG 2 CT Simulator 1 MRI 3.5 Tesla 1 BMD (with pencil Beam and Dual Chamber) 1 Digital Mammography 1



Name of Equipment Minimum Total

Quantity CARDIOLOGY DIAGNOSTICS ECG 2 TMT (with Blue tooth) 1 Crash Cart with Defibrillator 1 ECHO (both Cardiac & Neuro) Colour Doppler 1 Holter (Recorder (4) with Analyser) 1

NEUROLOGY DIAGNOSTICS EEG 1 EMG 1 Sleep Lab 1 BERA 1

EYE & OTHER DIAGNOS TICS A Scan 1 B Scan 1 Indirect Ophthalmoscope 1 PFT 1 Uro Flowmetry & Uro dynamics 1 FO Bronchoscope 1

NUCLEAR MEDICINE Gamma Camera Duel Head 1 Complete Hot Lab Set up & Others (including Schields etc) 1 ENDOSCOPY & COLONOSCOPY Endoscopy with ERCP (Upper & Lower GI) 1 LABORATORY & BLOOD BANK Binocular Microscope 2 Centrifuge 4 Swing out head with glass tubes 4 Mini Rotary Shaker 2 D10HBA1C Analyser 1 Autoclave 2 Incubator 2 Hot Air Oven 2 Water Bath (Small) 1 Water / Air Baths (Large) 1 Analytical Balance 1




Quantity Auto scan 4 1 CP Immuno Assay System 1 Blood Culture System 1 Fully Automated Random Access Biochemistry Analyser 1 Automated Elisa Plate Reader and Microplate Washer 1 Automated Urine Analy ser 1 Automated Coagulation Analyser 1 Semi Automated Biochemistry Analyser 1 ISR Based Electrolyte Analyser 1 Fully Automated Haematology Analyser 1 Histopath Knife 1 Histopath Knife Sharpener 1 Blood Bank Refrigerator (240 bags) 1 Blood Bank Refrigerator (40 to 60 bags) 1 Freezer ( 250bags -40 Deg. C) 1 Freezer ( 250bags -86 Deg. C) 1 Cell Washing System 1 Platelet Incubator Agitator 1 Insulated Blood product transport 1 Refrigerated Cold Centrifuge 1 Haemo sealer 1 Apheresis Equipment 1 Blood Collection Monitor 1 LAF bench (Class 100) 1 Bio safety cabinet 1 Automated Donor Couches 2 Plasma Thaw Bath (37 Deg C) 1 Cryobath / Cryostat 1 Plasma Expressor Automated 1 Plasma Expressor Manual 1 Automated Hb testing 1 Lab ID system/Bar Code System 1 Ultrasonic Washer 1 RIA Lab 1 Medicine Refrigerator 1 Bio-chemistry kits, etc 1 Distilled Water equipment 1




Quantity PHYSIOTHERAPY Single Swing Stand 1 Single Swing Feet for indoor use 1 Springs, in pairs 5 Swirl Spinner 1 Bolster Swing 1 Platform Swing 1 Disc Swing 1 Tire Swing 1 Tire Swing Suspension 1 Spinner 1 String Swing 1 Body Sox 1 IFT 1 Ultrasound 1 CPM (Knee Unit) 1 Muscle Stimulator 1 Moist Hit (Hydrocolator) 8 packs 1 Theraband - 5 Pcs (1 mtr) 1 Finger Exercise Ladder 1 Quads Chair (with back rest) 1 Shoulder Wheel 1 Parallel Bars 1 0ft (adult) 1 Postural Mirror (with stand). 1 Short Wave Diathermy 500W. 1 Portable TENS 1 Tilt Table - Motorised 1 Traction unit 1 Traction Bed four fold 1 Walkers 1 Shoulder Abduction Ladder 1 Elbow Crutches - 1 pair 1 Auxiliary Crutches - 1 pair 1 Exercise Staircase L Type 1 Wax Bath Big - 20x14x10" 1 Gym Ball - 650 dia 1 Gym Ball - 850 dia 1 Wedge 8*24*28" 1




Quantity Bolster 15*61 cms 6"*24" Long 1 MAT (1 Piece) (6x2x.5)' 1 Goniometer long hand - metal 1 Goniometer finger - metal 1 Putty Imported (100 gm Pack) 1 Wax (5Kg. Pack ) 1 Knee Hammer with metal handle 1 Sports tape - 1 inch, 1 & 1/2 inch, 2 inch 1 Balance board 1 Brush (2cm & 3cm each 2 pcs) 2 Trampoline 1 Weight cuff - Metal (0.5 to 5 kg) 2 Phyaction E - Electrotherapy 1 Phyaction U - Ultrasound 1 B P Instrument Digital 1 Height Machine 1 BMI 1 Digital Weight Machine 1 CATH LAB Complete Cath Lab System (for both Cardiac and Neuro Cath procedures) 1 Digital Flat Panel 1 Syringe Pump 4 Monitor 2 ECG 1 Anaesthesia Work Station 1 IABP 1 B P Instrument Digital 1 Digital Weight Machine 1 Stethescope 1 Crashcart with defib 1 ABG 1

LINAC, BRACHYTHERAPY & CHEMOTHERAPY LINAC 1 Brachytherapy 1 Dosimetry System 2 Treatment Planning System Accessories 1 Gamma Med System 1




Quantity Breast Board and Survey Meter 1 Crash Cart 1 Syringe Pump 4 Multi Para Monitor 4 ECG 1 B P Instrument Digital 1 Digital Weight Machine 1 BONE MARROW TRANS PLANT UNIT Bone Marrow Transplant kit 3 Crash Cart with Defibrillator 1 Syringe Pump 4 Monitor 2 ECG 1 B P Instrument Digital 1 Digital Weight Machine 1 ABG 1 EMERGENCY TRIAGE Crash cart & Defibrillator 1 Syringe Pump 4 Monitor 2 ECG 1 Ventilator (Transport) 2 Stethoscope 1 B P Instrument Digital 1 Digital Weight Machine 1 TRAUMA & RESUSCITATION ROOM Syringe Pump 2 Monitor 1 Ventilator (Transport) 1 EMERGENCY OBSERVATION Syringe Pump 2 Monitor 6 Stethoscope 1 B P Instrument Digital 1




Quantity EMERGENCY PROC ROOM Minor OT Table 1 Monitor 1 OT Light 1 Instrument Set 4 LABOR ROOM Delivery Table 1 Delivery Room Light 1 Volumetric Infusion Pump 1 Suction Machine 1 Instrument Set 4 Crash cart & Defibrillator 1 Foetal Doppler 1 Digital Weight Machine 1 Foetal Monitoring System 1 INPATIENT NURS E STATIONS Suction Machine 5 Infusion Pumps 50 Stethoscope 5 BP Apparatus and Torch 5 Crash cart & Defibrillator 5 Digital Weight Machine 5 Nurse Call System For all nursing

units Bar coder 5 DAY CARE - CHEMO Suction Machine 1 Syringe Pump 12 Volumetric Infusion Pump 6 Monitor 2 Stethoscope 1 BP Apparatus 1 Crash cart & Defibrillator 1 Digital Weight Machine 1 DAY CARE - GENERAL Suction Machine 2




Quantity Stethoscope 2 BP Apparatus 2 Crash cart & Defibrillator 1 CARDIO THORAC IC OT OT Table with accessories 1 OT Lights 1 Head Light 2 Heart Lung Machine 1 Sternal saw with motor 1 Harmonic Scalpel 1 IABP 1 Motorized Articulated OT Pendent with Anaesthesia W/S & Ventilator 1 Fibre Optic Bronchoscope 1 Rigid Bronchoscope 1 Defibrillator 1 Blood Gas Analyser 1 Monitor 1 Transport Monitor 1 Slave Monitor 1 Diathermy 1 Haemotherm Machine 1 Syringe Infusion Pump 4 HD Camera Set 1 Surgical Instrument Set (Numbers may increase based on volumes) 4 B P Instrument Digital 1 Stethoscope 2 ORTHO & NEURO OT OT Table with accessories 1 OT Lights 1 Operating Microscope 1 Head Light 2 C ARM 1 Arthroscope with Hard Drive and Procedure specific scopes 1 Harmonic Scalpel 1 Motorized Articulated OT Pendent with Anaesthesia W/S & Ventilator 1 Defibrillator 1




Quantity Multipara Monitor 2 Transport Monitor 1 Slave Monitor 1 Diathermy 1 Syringe Infusion Pump 2 HD Camera Set 1 Retractors, Periosteal elevators, Screws, Saw, Drill and others 2 Surgical Instrument Set (Numbers may increase based on volumes) 8 B P Instrument Digital 1 Stethoscope 1 ONCO SURGERY OT OT Table with accessories 1 OT Lights 1 CO2 Laser 1 Head Light 2 Harmonic Scalpel 1 Motorized Articulated OT Pendent with Anaesthesia W/S & Ventilator 1 Crash Cart & Defib 1 Multipara Monitor 1 Transport Monitor 1 Slave Monitor 1 Diathermy 1 Syringe Infusion Pump 2 HD Camera Set 1 Surgical Instrument Set (Numbers may increase based on volumes) 4 B P Instrument Digital 1 Stethoscope 2 OTHER GENERAL & INFECTIOUS OT OT Table with accessories 3 Ophthalmic operating Microscope 1 OT Lights 3 Harmonic Scalpel 1 Laparoscopy Set 4 Head Light 6 Anaesthesia Machine with ventilator 3 Crash Cart & Defibrillator 3




Quantity Multipara Monitor 3 Diathermy 3 Syringe Infusion Pump 6 HD Camera Set 3 Surgical Instrument Set (Numbers may increase based on volumes) 15 B P Instrument Digital 3 Stethoscope 3 CCU Monitor 10 Blood Gas Analyser 1 Central Station 1 Syringe Infusion Pump 20 Defibrillator 2 External Pacemaker 1 Ventilator 5 Nebulizer 5 ECG 1 Suction Machines 1 Mobile Light 2 Echo Colour Doppler (Portable) 1 SICU Monitor 16 Blood Gas Analyser 2 Central Station 1 Syringe Infusion Pumps 32 Defibrillator/ Monitor / Recorder 1 Ventilator 8 Nebulizer 8 ECG 1 Suction Machines 2 Mobile Light 1 MICU & Step Down ICU Monitor 24 Syringe Infusion Pumps 24 Defibrillator/ Monitor / Recorder 1




Quantity Nebulizer 2 ECG 1 Suction Machines 2 NICU Monitor 4 Omnibed 4 Phototherapy unit 2 Syringe Infusion Pumps 8 Ventilator 4 Nebulizer 2 Suction Machines 2 UROLOGY & NEPHROLOGY Dialysis units 6 RO Plant 1 Monitor 6 Syringe Infusion Pumps 12 Crash Cart & Defibrillator 1 Weight Scale (Large) 1 Bed Wing Scale 1 Dialyser Reprocessing unit 1



List of Medical Furniture

Name of Furniture Quantity OUTPATIENT AREA Examination Beds (except Eye, Dent) 22 Transfer Stretchers 4 Wheel Chairs 20

CARDIOLOGY DIAGNOSTICS Examination Beds (ECG) 2 Examination Beds (ECHO) 1 TMT Room (Patient Bed in case if pat ient crashes) 1 NEUROLOGY DIAGNOSTICS Examination Beds (EEG) 1 Examination Beds (EMG) 1 Sleep Lab Bed 1 NUCLEAR MEDICINE Transfer Stretcher 1 ENDOSCOPY & COLONOSCOPY Endoscopy Bed / Couch 1 Colonoscopy Bed / Couch 1 PHYSIOTHERAPY Patient recuperation bed 1 LABORATORY & BLOOD BANK Phlebotomy chair 4 Blood Donation couch 2 Patient recuperation bed (BB) 2 CATH LAB Equipment Trolley 6 Instrument Trolley 6 Transfer Stretchers 4 LINAC & BRACHYTHERAPY Stretcher Trolley 2



Name of Furniture Quantity BONE MARROW TRANS PLANT UNIT Intensive Care Beds 2 Transfer Stretchers 2 Bed side Locker 2 TRAUMA & RESUSCITATION ROOM Intensive Care Beds 1 Bed side Locker 1 EMERGENCY TRIAGE Triage Beds 2 Stretcher Trolley 1 Transfer Stretchers 1 Wheel Chairs 1 EMERGENCY OBSERVATION Patient Beds 6 Bed Side Lockers 6 Wheel Chairs 4 EMERGENCY PROC ROOM Dressing Trolley 2 Instrument Trolley 2 LABOR ROOM Equipment Trolley 2 Dressing Trolley 2 Instrument Trolley 2 INPATIENT NURS E STATIONS Equipment Trolley 5 Wheel Chairs 20 Transfer Stretchers 10 Bed side screens 15 DAY CARE - CHEMOTHERAPY Patient Beds / Couch 6 Bed side Lockers 6 Wheel Chairs 3 Transfer Stretcher 2



Name of Furniture Quantity DAY CARE - GENERAL Patient Beds 12 Bed side Tables 12 Bed side Lockers 12 Wheel Chairs 3 OPERATING ROOM S Transfer Stretchers 6 Stretcher Trolley 6 Scrub Station 6 OT Fixture and Fittings 6 Pre-op Beds 6 Post Op Beds 4 Instrument Trolleys 24 Equipment Trolley 12 CCU, SICU, MICU, Step Down ICU Beds 50 Bed side lockers 50 Nurse Station Furniture 6 Stretcher on Trolley 12 Transfer Stretchers 6 ICU Fittings and Fixtures 50 NICU Formula Room 1 Formula Room Air Hood 1 NICU Fittings and Fixtures 3 INPATIENT Patient Beds with Foot raiser and Cardiac table 131 Bed side tables 131 Bed side lockers 131 UROLOGY & NEPHROLOGY Dialysis Beds 6 Bedside Lockers 6 Dialysis room Fittings and Fixtures 6 Urodynamic lab Fittings and Fixtures 1



Name of Furniture Quantity Equipment trolley 1



25 ANNEXURE D: PROJECT ASSETS PROVIDED BY AUTHORITY

S.No. Asset to be handed over to the Concessionaire

Asset Category

Reference Date

Timelines

1. Project Site Project Site Execution Date

15 days

2. Hospital Building Hospital Building

Execution Date

60 days

3. Approach Road to the Hospital Building Building & Infrastructure

Execution Date

60 days

4. Other Assets Provided in Annexure E Other Assets Compliance Date

6 months

5. Doctors’ accommodation, accommodation for housing nurses – Part 1

Building & Infrastructure

Compliance Date

7 months

6. Patients’ Inn Building & Infrastructure

Compliance Date

7 months

7. Guest house Building & Infrastructure

COD 12 months

8. Approach Road to the Guest house Building & Infrastructure

COD 12 months

9. Doctors’ accommodation and accommodation for housing nurses –Part 2


COD 30 months

10. Approach road to the Doctors’ accommodation and nurses hostel – Part 2


COD 30 months

11. Accommodation for Paramedical staff Building & Infrastructure

COD 30 months

12. Approach road to the accommodation for Paramedical staff


COD 30 months

13. Medical equipment (as a part of the Medical Equipment not being funded but procured by the Concessionaire)

Medical Equipment

Execution Date

as mutually agreed as per the Medical Equipment Plan

14. Hospital Information System (to be procured by the Concessionaire but funded by the Authority)

Other Assets Execution Date

7 months



26 ANNEXURE E: OTHER ASSETS

Hospital Support Equipment

Name of Equipment Quantity PHARMACY & INVENTORY Medicine Fridges (for all stores) 6 Bar coder 2 CSSD Steam sterilizer (Twin Door) - 250 L 1 Steam sterilizer (Twin Door) - 575 L 1 ETO steriliser 1 Plasma Steriliser - 30 L 1 Flash Steriliser 1 Ultrasonic Instrument cleaner 1 Drying Cabinet 2 Washer Disinfector 1 Rotary Sealer 1 LAUNDRY Sluice wash machine (100 kg) 1 Hydro-extractor 50 Kg 1 Drying tumbler 50Kg 1 Calendering Machine 1 Flat work iron tables 1 Sewing Machine 1 Hand iron tables with irons 1 MORGUE Freezer Cabinets 6 TELEMEDICINE Telemedicine – Software 1 Telemedicine - Equipment set including ISDN, IP Support, Camera, Speaker with mic and Monitor 2

Administrative Equipment



Equipment Quantity Computers / Laptop 165 Printers And Fax 55 Server System 1 Scanners And Ph otocopy As required Projectors 2 Hospital Software 1 Biometric System Drinking Water Dispensers As required Television, Digital Signage, Music System As required Signage As required

Engineering equipment

MGPS – oxygen plant, manifold cylinders, compressors, humidifiers, flow meters, adopters and others

Lifts & dumb waiters

MEP equipment – generators, ups, electric panels, transformers, water treatment plant, sewage treatment plant, chiller plants, ahus, boilers, water heating system, building automation system, stabilizers, ampere meters and others

LPG pipe line & regulators

Telephone & EPABX

CCTV, security & access

Other communication devices

Automobiles

Vehicle Quantity Ambulances - Fully Equipped 1 Ambulances - Semi Equipped 2 CEO official vehicle 1 Other official Vehicle 1 Camp Vehicle 1

List of Non medical Furniture

Name of Furniture Quantity ENQUIRY, REGISTRATION AND BILLING Chairs 20 File Racks 6



Name of Furniture Quantity Patient Waiting Area Chairs and Couches 1 OUTPATIENT AREA Doctor's Chairs 24 Attendant Chairs 48 Patient Stool 24 Doctor's Secretary Chairs 12 Patient Waiting Area Chairs 1 RADIOLOGY DIAGNOSTICS Chairs 8 Storage Racks 4 Patient Waiting Area Chairs 1 CARDIOLOGY DIAGNOSTICS Chairs 3 Storage Racks 3 Patient Waiting Area Chairs 1 NEUROLOGY DIAGNOSTICS Chairs 3 Patient Waiting Area Chairs 1 NUCLEAR MEDICINE Chairs 4 Attendant Waiting Area chairs 1 ENDOSCOPY & COLONOSCOPY Doctor's Chairs 2 Nurse's Chair 2 Patient Waiting Area Chairs 1 LABORATORY & BLOOD BANK Doctor's Chair 5 Technician Stools 12 Phlebotomist tool 4 Waiting Sofa 1 PHYSIOTHERAPY Doctor's Chairs 2



Name of Furniture Quantity Patient Sofa 1 CATH LAB Doctor's Chair 2 Technician Chair 4 LINAC & BRACHYTHERAPY Technician Chair 4 SS Rack (Mould Room) 4 Waiting Area Chairs 1 BONE MARROW TRANSPLANT UNIT Doctor's Chair 2 Nurse's / Technician Chair 2 SS Rack 2 EMERGENCY Doctor's Chair 2 Nurse's Chair 2 SS Rack 2 Doctor's Rest Room 1 Nurse Station fittings 1 Emergency Registration 2 Telephone Console 1 Waiting Area Chairs 1 EMERGENCY OBSERVATION Nurse's Chair 2 Nurse Station Fittings 1 File Rack 1 LABOR ROOM Doctors' Chair 1 Nurse's Chair 2 Attendant Chair 2 SS Rack 1 INPATIENT NURSE STATIONS Nurse's Chairs 20 Nurse Station Fittings 5



Name of Furniture Quantity File Rack 20 DAY CARE - CHEMOTHERAPY Nurse's Chairs 2 Nurse Station Fittings 1 SS Racks 1 DAY CARE - GENERAL Nurse's Chairs 4 Nurse Station Fittings 2 SS Racks 2 OPERATING ROOMS Doctor's Relaxation Area 1 OT Stores - Chair 2 OT Stores - SS Rack 8 ICU Nurse's Chairs 10 Nurse Station Fittings 5 ICU Store - Chairs 2 ICU Store - SS Racks 16 NICU Formula Room - Couch and Chair 1 Nurse's Chair 2 Nurse Station Fittings 1 SS Racks 1 INPATIENT Attendant Couches 65 Attendant Chairs 262 UROLOGY & NEPHROLOGY Doctor's Chair 1 Nurse's / Technician Chairs 4 Nurse Station Fittings 1 Waiting Area Chairs 1 CSSD



Name of Furniture Quantity Technician Chairs 4 Storage Racks 10 Work Stations - SS 4 Trolleys - SS 6 SS Sorting Table 2 LAUNDRY Supervisor Chair 1 Technician Chairs 4 Storage Racks 8 Trolleys 8 ADMINISTRATION CEO Room - Full Furnishing 1 Conference Room 1 CFO Office 1 MS Office 1 NS Office 1 GM Office 1 Senior Managers 5 Meeting Rooms 5 Telemedicine Room 1 Server and Electrical Rooms 1 Other office spaces 1 MEDICAL RECORDS & LIBRARY MRO - Chair 1 Technician Chair 4 Work Stations 2 Racks 12 Library Reading Chairs 12 Library Tables 3 Book Racks 4 PHARMACY AND STORES Manager Chairs 2 Other Chair 8 Racks 24 Rack with Locker 2



Name of Furniture Quantity ENGINEERING AND BIOMEDICAL DEPT Manager Chairs 2 Technician Chair 4 Work Station 2 Racks 2 Rack with Locker 1



27 ANNEXURE F: MANPOWER PLAN

Staff Category Number of Staff Administrative Staff CEO / Hospital Administrator 1 Medical Superintendent 1 Nursing Superintendent 1 Chief Financial Officer 1 GM Administration 1 Sr. Managers 7 Managers 11 Asst. Managers 6 Supervisors 7 Process Executives 22 Senior Accountant 1 Junior Accountant 2 Security In-charge 1 62 Patient Relations Patient Counsellors 3 Patient care Executives 30 Billing Executives 20 Physician Secretaries 12 Admission / Discharge Executives 8 Data Entry Operators 5 Medical Record Technicians 3 Social Workers 2 Telephone operators 4 87 Medical Professionals Cardiologist 2 Cardiac Surgeon 2 Cardiac Surgeon - Assistant 1 Orthopaedic Surgeon - Genl 2 Orthopaedic Surgeon - Genl (Assistant) 1 Orthopaedic Surgeon - Joint Replacement 1 Neurologist 2 Neurosurgeon 2 Neurosurgeon - Assistant 1 Medical Oncologist 2 Surgical Oncologist 3



Staff Category Number of Staff Radiation Oncologist 3 Anaesthetist - Senior 3 Anaesthetist - Junior 2 Emergency and Critical Care Specialist 1 Maxillo Facial Surgeon 1 Gynae & Obstetrician 2 Neonatologist 1 Paediatrician 2 Gastro Enterologist 2 Gastroenteric Surgeon 3 Nephrologists 2 Urologist 1 Pulmonologist & Thoracic Surgeon 1 Internal Medicine 6 General Surgeon 5 General Medicine 4 Endocrinologist / Diabetologist 1 Ophthalmologist / Surgeon 1 ENT Surgeon 1 Dermatologist 1 Intensivists - Senior 2 Intensivists - Junior 4 Radiologists 2 Sonologists 2 Haematologist 1 Pathologist 1 Microbiologist 1 Biochemist 1 Resident Physicians 12 Dentist 1 Physiotherapist 3 92 Nurses OT Nurses - Senior 18 OT Nurses - Junior 8 ICU / CCU Nurses - Senior 92 ICU / CCU Nurses - Junior 92 IP & Day Care Nurses - Senior 32 IP & Day Care Nurses - Junior 65 IP Nurses - Assistant 32



Staff Category Number of Staff Emergency Nurses - Senior 14 Emergency Nurses - Junior 14 Other Procedure Area Nurses - Senior 13 Other Procedure Area Nurses - Junior 13 OP & Diagnostic Area Nurses 32 425 Para Medical Professionals Radiographers - Senior 1 Radiographers - Junior 4 Sonographers 2 CT MRI Technician - Senior 2 CT MRI Technician - Junior 1 Other Diagnostic Tech - Senior 4 Other Diagnostic Tech - Junior 6 Lab Technicians - Senior 6 Lab Technicians - Junior 12 Perfussionists - Senior 1 Perfussionists - Junior 1 OT Technicians - Senior 3 OT Technicians - Junior 12 Dialysis Technicians 5 CSSD Technicians - Senior 2 CSSD Technicians - Junior 6 Phelbotomist 4 Blood Bank Technicians 4 Onco Technicians 5 Nuclear Medicine Technicians 3 BMT Technicians 3 Cath Lab Technicians 3 Optometrist 2 Pharmacist - Senior 2 Pharmacist - Junior 4 Pharmacy & Inventory Aids 8 Dieticians 3 109 Engineering Staff Biomedical engineer - Senior 1 Biomedical engineer – Assistant 1 MEP Engineers - Senior 1 MEP Engineers - Junior 1



Staff Category Number of Staff IT Engineer - Junior 1 Engineering Assistants 3 8 Laundry & Transport Launderers 10 Tailor 1 Drivers 15 Security Staff 90 Gardeners 2 Transport Aides 60 Barber 1 179 House Keeping Patient Attendants & House Keeping 152 152 Total Staff 1114



28 ANNEXURE G: CONCESSION FEES Concession Fees to be paid to the Authority.

Year Concession Fee in figures (Rs.) Year 1 (Execution date till March 31 of that financial year)

No concession fee required

Year 2 No concession fee required Year 3 No concession fee required Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 Year 10 Year 11 Year 12 Year 13 Year 14 Year 15 Year 16 Year 17 Year 18 Year 19 Year 20 Part of Year remaining till end of Concession Period



29 ANNEXURE H: CLINICAL SPECIALITIES

Services have to be offered in the following clinical specialties at the hospital:

S. No. Specialty Services to be offered latest by start of

1 Medical Oncology Year 3 2 Surgical Oncology Year 3 3 Radiation Oncology Year 3 4 Bone Marrow Transplant Year 3 5 Emergency & Trauma Medicine Year 1 6 Neurology Year 1 7 Neurosurgery Year 1 8 Cardiology Year 1 9 Cardiac Surgery Year 2 10 Pulmonology and Thoracic Medicine Year 1 11 Thoracic Surgery Year 1 12 Orthopaedics & Joint Replacement Year 1 13 Gynaecology & Obstetrics Year 1 14 Paediatrics and Neonatology Year 1 15 Gastroenterology Year 1 16 Gastro enteric surgery Year 1 17 Minimal Access Surgery – For Gastro, Ortho,

cardiac, Urology, Pulmonology specialties Year 2

18 Nephrology & Dialysis Year 1 19 Urology Year 1 20 Endocrinology Year 1 21 General / Internal Medicine Year 1 22 General Surgery Year 1 23 Dentistry Year 1 24 Ophthalmology Year 1 25 Otorhinolaryngology Year 1 26 Dermatology Year 2

The following services shall have to be provided at the hospital.

Specialty Services Cardiology and Cardiac Surgery

Angiogram All types of Angioplasty CABG Valve / Graft replacements and repair ASD Closure



Specialty Services VSD Repair Stents and Pace maker Implantation Aorta Replacement Conduit Repair

Orthopaedics All types of Joint Replacement and Repair All types of Fracture management Arthroscopy and Arthroplasty Tendon Transplant / Grafts Ostectomy

Neurology and Neuro-Surgery

Craniotomy Excision of Brain Abscess Excision of Brain Tumors, Meningoma Shunts (VA/VP) Stroke management Hemispherectomy Disc Arthroplasty / Surgery Spinal Surgeries Surgical decompression of nerves Endoscopic Cranial Surgeries Intracranial aneury sm and Stent implant Dorsal / Lumbar Laminectomy Major peripheral nerve surgery Cerebellar Stimulation

Oncology and Onco-surgery

Tumor Excision Image Guided Radiation Therapy Intensity Modulated Radiation Therapy 3D Conformal radiotherapy Intraluminal and Intra Cavity complex Brachytherapy Intensive Chemotherapy Steriotactic Radiosurgery Steriotactic Radiotherapy

Besides the above, concessionaire will be free to add other services/specialties that it deems fit.



30 ANNEXURE I: TARIFF SCHEDULE FOR PROCEDURES

1. The Applicable Tariffs for various services provided by Concessionaire shall be fixed on the basis of the CGHS rates for super specialty hospitals for Delhi. The rates for services shall be upto a maximum of [X%] {please insert the percentage based on the bid} of the CGHS rates for super specialty hospitals for Delhi as per the Bid of the Selected Bidder.

2. The prices will undergo annual revision as per the revision under CGHS in the normal course. However, in case of delay of revision of rates by CGHS, the rates shall be revised on an annual basis which could result in a price revision of maximum upto 5%. Such revision shall be subsumed/ set off against the new applicable CGHS tariffs as and wh en released.

3. In case CGHS rates for super specialty hospitals for Delhi for a particular procedure is not available, then the rate applicable shall be the CGHS rates for NABH accredited hospitals for Delhi. In case of investigations, where rates for super specialty hospitals or NABH hospitals for Delhi are not available, then CGHS rates for NABL accredited empanelled diagnostic laboratories and imaging centres for Delhi shall be considered.

4. In case for specific services, where the CGHS rates for super specialty hospitals or rates for NABH accredited hospitals or investigation rates for NABL empanelled laboratories and diagnostic centres for Delhi are not prescribed and such rates are not published, then rates for such services provided by Concessionaire shall be mutually decided and agreed upon by the parties to the Agreement.



31 ANNEXURE J SERVICE LEVEL SPECIFICATIONS 1. Clinical Services

Activity Service Level Specification

Outpatient Services

Patient registration Time for reception, registration and entry into the HIS system not to exceed 15 mins

Appointment with consultant

Waiting time for Patient to meet consultant not to exceed 2 hour

Diagnostic

Registration for diagnostic service and scheduling the time for test

Time not to exceed 15 mins

Waiting time for diagnostic services

Diagnostic services to be provided within 2 hours of registration for normal services.

In case of high end services like MRI/ CT etc., the service shall have to be provided within 6 hours from the registration

Availability of diagnostic results and reports

Reports of all tests other than lab tests shall have to be provided within the same day when tests are conducted

Inpatient services

Patient registration and information

Providing complete information of the procedure, its requirements, advantages, risks, cost and implications to the Patient prior to the Patient undergoing for the procedure

Discharge of Patient Cash Patients/ self paying Patients to be discharged within 3 hours of the doctor preparing the discharge summary

Patient feedback Patient feedback to be recorded for every inpatient and 10% of outpatients as per an agreed format

2. Non clinical Services

Activity Service Level Specification

Management

Reporting to Competent

Authorities on Statutory

Compliance

Within the first half of the time duration provided for such statutory compliance



Reporting to the Authority on critical issues including safety, law & order, medico legal cases etc.

maximum within 1 working day of the occurrence of the event

Building & Utilities

Damages to building, civil construction including peeling off of paint coat

Reported and repaired within 2 weeks or as agreed

Availability of Backup power supply

Availability of backup power supply to be ensured for 24 hrs throughout the year

Drainage system Obstruction cleared within 12 hours after detection, damages repaired within 1 week

All other utilities Faults to be rectified within 12 hours after detection and backup ensured at all times so as to ensure smooth operations of the hospital

Project site maintenance including cleaning

To be carried out daily and site should be clean and tidy at all times

3. Medical equipment maintenance

Ref Performance Parameters Service Level Specification

1. Provide for all Medical Equipment a complete maintenance plan for the life cycle/ concession period to the Authority to minimize disruption to clinical activities.

Prior to inauguration of Project Hospital

2. Annual Schedule of Programmed Maintenance and compliance report on last year’s maintenance

Within one month of the start of the new year

3. Verify that manufacturers claimed performance is achieved

Within [48 hours] of installation and any maintenance.

4. Verify Medical Devices safety in accordance with applicable regulations in India

5. provide product training for medical, nursing and other professions allied to medicine, to enable any users to be adequately trained

prior to the staff’s first scheduled exposure to the Medical Devices.

6. Put in place an asset management system containing at least the following information and provide the following information for each device:

Report to be provided every year within one month of the start of the new financial



manufacturer and or supplier;

serial number and or other unique identifier;

warranty and or guarantee information;

acquisition date;

recommended replacement date;

servicing and or calibration requirements and timetable;

associated hazard and safety bulletins and notices;

current location;

current condition;

repair and maintenance history;

year

7. All Medical Equipment to be tagged with serial number or other unique identifier and PMS schedule

Prior to commissioning of equipment and updated within 2 hrs of completion of preventive maintenance.



32 ANNEXURE K: PENALTY

Penalty shall be applied on a graded basis as per the table provided below at the end of each quarterly review based on the reporting mechanisms. The Concessionaire shall carry out a self assessment penalty which shall be reviewed by the Authority and/or its authorized representative.

Penalty matrix (in Rupees per instance of default)

Compliance/ Criticality

High Medium Minor

> 95% No penalty No penalty No penalty

85% - 95% 1,000 per instance No penalty No penalty

75% - 85% 2,000 per instance 1,000 per instance No penalty

< 75% 4,000 per instance 2,000 per instance 1,000 per instance

Criticality of Service Level Specifications

1. Clinical Services

Activity Service Level Specification Criticality

Outpatient Services

Patient registration Time for reception, registration and entry into the HIS system not to exceed 15 mins

Medium

Appointment with consultant

Waiting time for Patient to meet consultant not to exceed 2 hour

High

Diagnostic

Registration for diagnostic service and scheduling the time for test

Time not to exceed 15 mins High

Waiting time for diagnostic services

Diagnostic services to be provided within 2 hours of registration for normal services.

In case of high end services like MRI/ CT etc., the service shall have to be provided within 6 hours from the registration

High

Availability of diagnostic Reports of all tests other than lab tests shall High



results and reports have to be provided within the same day when tests are conducted

Inpatient services

Patient registration and information

Providing complete information of the procedure, its requirements, advantages, risks, cost and implications to the Patient prior to the Patient undergoing for the procedure

High

Discharge of Patient Cash Patients/ self paying Patients to be discharged within 3 hours of the doctor preparing the discharge summary

High

Patient feedback Patient feedback to be recorded for every inpatient and 10% of outpatients as per an agreed format

High

2. Non clinical Services

Activity Service Level Specification Criticality

Management

Reporting to Competent

Authorities on Statutory

Compliance

Within the first half of the time duration provided for such statutory compliance

High

Reporting to the Authority on critical issues including safety, law & order, medico legal cases etc.

maximum within 1 working day of the occurrence of the event

High

Building & Utilities

Damages to building, civil construction including peeling off of paint coat

Reported and repaired within 2 weeks or as agreed

Low

Availability of Backup power supply

Availability of backup power supply to be ensured for 24 hrs throughout the year

High

Drainage system Obstruction cleared within 12 hours after detection, damages repaired within 1 week

Medium

All other utilities Faults to be rectified within 12 hours after detection and backup ensured at all times so as to ensure smooth operations of the

Medium



hospital

Project site maintenance including cleaning

To be carried out daily and site should be clean and tidy at all times

High

3. Medical equipment maintenance

Ref Performance Parameters Service Level Specification

Criticality

8. Provide for all Medical equipment a complete maintenance plan for the life cycle/ concession period to the Authority to minimize disruption to clinical activities.

Prior to inauguration of Project Hospital

Medium

9. annual schedule of Programmed Maintenance and compliance report on last year’s maintenance

Within one month of the start of the new year

Medium

10. Verify that manufacturers claimed performance is achieved

Within [48 hours] of installation and any maintenance.

Minor

11. Verify Medical Devices safety in accordance with applicable regulations in India

Minor

12. provide product training for medical, nursing and other professions allied to medicine, to enable any users to be adequately trained

prior to the staff’s first scheduled exposure to the Medical Devices.

High

13. Put in place an asset management system containing at least the following information and provide the following information for each device:

manufacturer and or supplier;

serial number and or other unique identifier;

warranty and or guarantee information;

acquisition date;

recommended replacement date;

servicing and or calibration requirements and timetable;

Report to be provided every year within one month of the start of the new financial year

High



associated hazard and safety bulletins and notices;

current location;

current condition;

repair and maintenance history;

14. All equipment to be tagged with serial number or other unique identifier and PMS schedule

Prior to commissioning of equipment and updated within 2 hrs of completion of preventive maintenance.

High



33 ANNEXURE L: PERFORMANCE SECURITY2

Performance Guarantee No: [●]

To: ______________, SMVDSB

_____________________________

___________________________

New Delhi.

WHEREAS

(A) By Letter of Award dated [●], ___________________________________, has qualified as the selected bidder (herein the ‘Selected Bidder’) under the Request for Proposal dated _______________ (the ‘RFP’) and duly incorporated ___________________________________, as a company with limited liability under the Companies Act, 1956, having its registered office at __________________________________________ (hereinafter “Concessionaire” which expression shall include its successors and permitted assigns) to undertake refurbishment, installation of Medical Equipment and operation/maintenance of a 230-bed Super Specialty Hospital at Kakryal, Jammu and Kashmir through Public Private Partnership (PPP) on a Build, Refurbish, Operate and Transfer (the "BROT") basis in accordance with the terms of the Concession Agreement (hereinafter, unless the context otherwise requires, be collectively referred to as the ‘Project’).

(B) Under the Acknowledgement of the Letter of Award dated ________ and the Request for Proposal dated _________________, the Selected Bidder has, for and behalf of the Concessionaire, undertaken to provide a performance security to Shri Mata Vaishno Devi Shrine Board (‘SMVDSB’) to the tune of aggregate sum of Rs. ______________- (Rupees _________ only), guaranteeing the due performance of its obligations.

(C) By an agreement (hereinafter “Concession Agreement”) dated ______ between the Authority, the Concessionaire and the Selected Bidder as the confirming party, the Authority has granted concession to the Concessionaire for undertaking the responsibilities as per the Concession Agreement to implement the Project.

(D) The said RFP, LOA and the Concession Agreement require the Selected Bidder/Concessionaire to procure and deliver to the Authority a performance security for the due performance of its obligations under the Concession Agreement.

2 To be issued by a Scheduled Bank in India



(E) The Selected Bidder/Concessionaire has approached us, [name and address of Bank] (hereinafter “Guarantor”), for issuance of such performance security and we have agreed to give such guarantee as hereinafter appearing.

(F) In consideration of the consideration payable by the Concessionaire to the Guarantor for issue of this performance guarantee and the Authority accepting the Guarantor’s obligations herein contained in discharge of the Concessionaire’s obligation to provide such performance guarantee, the Guarantor hereby irrevocably and unconditionally agrees that:

1. Upon receipt by the Guarantor of a written demand or demands from the Authority stating that an Event of Default has occurred prior to the termination of the Concession Agreement (a “Demand” or “Demands”) complying with the provisions of paragraphs 2, 3 and 4 of this performance guarantee from time to time or at any time, the Guarantor shall, without any proof or conditions and without demur, reservation, contest, recourse or protest and without any enquiry of the Authority or the Concessionaire, pay the Authority forthwith and in full without any deductions or set-offs or counterclaim whatsoever the sum claimed by the Authority in such Demand, or such lesser sum which in aggregate with all sums previously paid hereunder shall not exceed an amount equivalent to the Performance Guarantee Amount (as hereinafter defined). Subject to the terms of this Performance Guarantee, the Authority shall not be obliged to exercise any right or remedy which the Authority may have before making a Demand under this Performance Guarantee.

2. The value of the Performance Guarantee Amount shall be from the date hereof an amount equivalent to Rs. _______________/- (Rupees _______________ only) (the “Performance Guarantee Amount”).

3. the Authority may make an unlimited number of Demands, in writing, under this performance guarantee. The value of this Performance Guarantee shall stand reduced to the extent of the amount paid by the Guarantor upon receipt of a written demand for payment by the Authority.

4. The Guarantor shall make payment hereunder against receipt of a written Demand made in accordance with paragraphs 1, 2 and 3 above without further proof or document and notwithstanding any dispute by the Selected Bidder/Concessionaire and such a Demand will be conclusive evidence of the Guarantor’s liability to pay the Authority and of the amount or amounts which the Guarantor is liable to pay to the Authority.

5. The Guarantor’s obligations hereunder in respect of the sum or sums claimed under this Guarantee are primary, independent and absolute and not by way of surety only and the Guarantor shall not be entitled as against the Authority to delay payment.

6. This Performance Guarantee shall enter into force on the date hereof and shall be a continuing irrevocable obligation and shall remain in force and effect until the expiry of fifteen (15) years from the Commissioning Date under the Concession Agreement or the



date of receipt by the Bank of a letter signed by the Authority that the Concession Agreement has been terminated and the obligations of the Bank under the Guarantee stand discharged (hereinafter the “Performance Guarantee Expiry Date”). The Guarantor shall entertain and pay all claims received by it up to a period of three (3) months from the Performance Guarantee Expiry Date.

7. Any waivers, extensions of time or other forbearance given or variations required under the Concession Agreement or any invalidity, unenforceability or illegality of the whole or any part of the Concession Agreement or rights, of any party thereto, or amendment or other modification of the Concession Agreement, or any other fact, circumstance, provision of statute or law which might, were the Guarantor’s liability to be secondary and not primary, entitle the Guarantor to be released in whole or in part from the Guarantor’s undertaking, shall not in any way release the Guarantor from its obligations under this Performance Guarantee.

8. The Guarantor shall not be in any way released or discharged from any liability hereunder by the insolvency, winding up, re-organization, amalgamation or liquidation of the Concessionaire (including any appointment of a receiver, administrator, administrative receiver or supervisor of the Concessionaire or any of its assets) nor any dispute or disagreement whatsoever under the Concession Agreement between the Authority and the Concessionaire or any other person, or any disclaimer of the Concession Agreement by the Concessionaire or any liquidator or any other person and the obligations of the Guarantor hereunder shall be continuing and shall remain in full force and effect until the expiry of this Guarantee.

9. Each Demand or other notice given hereunder by the Authority shall be executed in writing by the Authority’s authorized representative. For the purposes of this Performance Guarantee, the Authority’s authorized representatives shall include the Authority’s officers, administrators, staff personnel and such other persons as may be designated as the Authority’s authorized representatives by notice to the Guarantor.

10. References herein to the Authority shall be construed so as to include any successors or permitted assigns or any such person in accordance with their respective interests. References in this Performance Guarantee to any person shall be construed so as to include it and any subsequent successors in accordance with their respective interests.

11. Any reference in this Performance Guarantee to any other agreement or document shall, unless otherwise expressly provided herein, be construed as a reference to that other agreement or document as the same may be amended, supplemented or notated from time to time.

12. The benefits of this Performance Guarantee may not be assigned by the Guarantor. The benefits of this Performance Guarantee may however be assigned in full by the Authority to any other person at the Authority’s exclusive discretion. We undertake, following receipt of a notice of any such assignment, to make any payments made hereunder in accordance with the directions of such assignee.



13. Any demand, notice or other communication given in connection with or required by this Performance Guarantee shall be made in writing (entirely in the English language) and subject to paragraph 14 shall be delivered by hand to, or sent by pre-paid registered post, or facsimile transmission to:

(i) _________________________________________[the Concessionaire]:

(ii) [ Guarantor ] at [address and fax no .] marked for the attention of the ________;

or such other address as m ay be notified in writing from time to time.

14. Any such demand, notice or communication shall be deemed to have been duly served:

i. if delivered by hand, duly acknowledged;

ii. if given or made by pre-paid registered post or facsimile transmission, when received,

provided in each case that if the time of such deemed service is either after 5.00 p.m. on a Business Day (being a day other than a Sunday or a public holiday on which banks are open for domestic business in the National Capital Region of Delhi) or other than on a Business Day service shall be deemed to occur instead at 9.00 a.m. on the next following Business Day.

15. This Performance Guarantee shall be governed by and construed in accordance with the laws of the Republic of India and the parties to this Performance Guarantee hereby submit to the jurisdiction of the courts of Delhi for the purposes of settling any disputes or differences which may arise out of or in connection with this Performance Guarantee, and for the purposes of enforcement under this Performance Guarantee.

IN WITNESS HEREOF this Performance Guarantee has been duly executed by the Guarantor on this [..] day of [….] 201_.

[Signed by) [________________ ] (for and on behalf of ) (the Guarantor) ………………………………………………… Dated: ………………………………………………… Witnessed by: ………………………………………………… Dated: ………………………………………………… Witnessed by:



………………………………………………… Dated:



34 ANNEXURE M: INDEPENDENT CONSULTANT

TERMS OF REFERENCE FOR INDEPENDENT CONSULTANT

1. Scope

1.1. These Terms of Reference for the Independent Consultant (the "TOR") are being specified pursuant to the Concession Agreement dated _____________, 2012 (the "Agreement"), which has been entered into between the Authority and M/s ________________ (the "Concessionaire") for refurbishment, installation of Medical Equipment, commissioning and operation/maintenance of Project Hospital under Phase I of SMVDIME through Public-Private Partnership (the “PPP”) on Build, Refurbish, Operate and Transfer (the “BROT”) basis in accordance with the terms of the Concession Agreement (hereinafter, unless the context otherwise requires, be collectively referred to as the ‘Project’).

1.2. This TOR shall apply to refurbishment, up gradation, installation of Medical Equipment and commissioning of the 230 bed multi specialty hospital project at Kakryal, Jammu and Kashmir being operated under Public Private Partnership (PPP) on a Build, Refurbish, Operate and Transfer (the “BROT”) basis in accordance with the terms Concession Agreement.

2. Definitions and interpretation

2.1. The words and expressions beginning with or in capital letters used in this TOR and not defined herein but defined in the Agreement shall have, unless repugnant to the context, the meaning respectively assigned to them in the Agreement.

2.2. References to Articles, Clauses and Schedules in this TOR shall, except where the context otherwise requires, be deemed to be references to the Articles, Clauses and Schedules of the Agreement, and references to Paragraphs shall be deemed to be references to Paragraphs of this TOR.

2.3. The rules of interpretation stated in Clauses 2.1 and 2.2 of the TOR shall apply, mutatis mutandis, to this TOR.

Role and functions of the Independent Consultant

2.4. The role and functions of the Independent Consultant shall include the following:

2.4.1. review of the Refurbishment and Commissioning Plan with detailed specifications as set forth in Paragraph 3;

2.4.2. review, inspection and monitoring of refurbishment as set forth in Paragraph 4;



2.4.3. conducting Tests/Inspection on completion of refurbishment and installation of Medical Equipment and issuing Completion/Provisional Certificate as set forth in Paragraph 4;

2.4.4. determining, as required under the Agreement, the costs of any Works or Services and/or their reasonableness;

2.4.5. determining, as required under the Agreement, the period or any extension thereof, for performing any duty or obligation;

2.4.6. assisting the Parties in resolution of disputes as set forth in Clause 20; and

2.4.7. undertaking all other duties and functions in accordance with the Agreement.

2.4.8. The Independent Consultant shall discharge its duties in a fair, impartial and efficient manner, consistent with the highest standards of professional integrity and Good Industry Practice

3. Refurbishment and Commissioning Period

3.1. The Independent Consultant shall undertake a detailed review of the Refurbishment and Commissioning Plan with detailed specification and other Project Assets, to be furnished by the Concessionaire along with supporting data as per Clause 6.1.1 of the Agreement. The Independent Consultant shall complete such review and send its comments/observations/approval to the Authority and the Concessionaire within 15 (fifteen) days of receipt of such documents. In particular, such comments shall specify the conformity or otherwise of such plan and Medical Equipment list with the Scope of the Project. The Independent Consultant shall in consultation with the Parties prescribe a schedule for submission, clarifications and approval of the refurbishments and list of Medical Equipment for the Project.

3.2. The Independent Consultant shall review any modified Refurbishment and Commissioning plan and Medical Equipment list or other supporting documents sent to it by the Concessionaire and furnish its comments within 7 (seven) days of receiving such documents.

3.3. The Independent Consultant shall review the detailed design, refurbishment methodology, quality assurance procedures and the procurement, Refurbishment and Commissioning time schedule sent to it by the Concessionaire and furnish its comments within 15 (fifteen) days of receipt thereof.

3.4. Upon reference by the Authority/Governing Body, the Independent Consultant shall review and comment on any contract for refurbishment/construction, and furnish its comments within 7 (seven) days from receipt of such reference from the Authority/Governing Body.

4.



4.1. The Independent Consultant shall review the monthly progress report furnished by the Concessionaire and send its comments thereon to the Authority/Governing Body and the Concessionaire within 7 (seven) days of receipt of such report.

4.2. The Independent Consultant shall inspect the Project Assets once every month, preferably after receipt of the monthly progress report from the Concessionaire, but before the 20th (twentieth) day of each month in any case, and make out a report of such inspection (the "Inspection Report") setting forth an overview of the status, progress, quality and safety of the refurbishment works including the Medical Equipment installed and conformity of Works with the Scope of the Project. In a separate section of the Inspection Report, the Independent Consultant shall describe in reasonable detail the lapses, defects or deficiencies observed by it in the Project Assets. The Inspection Report shall also contain a review of the maintenance of the existing facilities in conformity with the provisions of the Agreement. The Independent Consultant shall send a copy of its Inspection Report to the Governing Body/ Authority and the Concessionaire within 7 (seven) days of the inspection.

4.3. The Independent Consultant may inspect the Project Assets more than once in a month if any lapses, defects or deficiencies require such inspections.

4.4. For determining that the Project Assets including the installed Medical Equipment conform to Scope of the Project, the Independent Consultant shall require the Concessionaire to carry out, or cause to be carried out, tests on a sample basis, to be specified by the Independent Consultant in accordance with Good Industry Practice for quality assurance. The Independent Consultant shall issue necessary directions to the Concessionaire for ensuring that the tests are conducted in a fair and efficient manner, and shall monitor and review the results thereof.

4.5. The timing of tests referred to in Paragraph 4.4, and the criteria for acceptance/ rejection of their results shall be determined by the Independent Consultant. The tests shall be undertaken on a random sample basis and shall be in addition to, and independent of, the tests that may be carried out by the Concessionaire for its own quality assurance in acco rdance with Good Industry Practice.

4.6. In the event that the Concessionaire carries out any remedial works for removal or rectification of any defects or deficiencies, the Independent Consultant shall require the Concessionaire to carry out, or cause to be carried out, tests to determine that such remedial works have brought the Project Assets into conformity with the Scope of the Project, and the provisions of this Paragraph 5 shall apply to such tests.

4.7. In the event that the Concessionaire fails to achieve any of the Project Milestones, the Independent Consultant shall undertake a review of the progress of Project and identify potential delays, if any. If the Independent Consultant shall determine that completion of the Project Hospital is not feasible within the time specified in the Agreement, it shall require the Concessionaire to indicate within 15 (fifteen) days the steps proposed to be taken to expedite progress, and the period within which the COD shall be achieved.



Upon receipt of a report from the Concessionaire, the Independent Consultant shall review the same and send its comments to the Authority and the Concessionaire forthwith.

4.8. If at any time during the Refurbishment and Commissioning Period, the Independent Consultant determines that the Concessionaire has not made adequate arrangements for rendering of Services to the Patients or that any work is being carried out in a manner that threatens the safety of the workers and the Patients, it shall make a recommendation to the Authority/Governing Body forthwith, identifying the whole or part of the installation/Works that should be suspended for ensuring safety in respect thereof.

4.9. In the event that the Concessionaire carries out any remedial measures to secure the safety of suspended works/installation and the Patients, it may, by notice in writing, require the Independent Consultant to inspect such works, and within 3 (three) days of receiving such notice, the Independent Consultant shall inspect the suspended works and make a report to the Authority/Governing Body forthwith, recommending whether or not such suspension may be revoked by the Authority/Governing Body.

4.10. If suspension of works/installation is for reasons not attributable to the Concessionaire, the Independent Consultant shall determine the extension of dates set forth in the Project Milestones, to which the Concessionaire is reasonably entitled, and shall notify the Authority and the Concessionaire of the same.

4.11.The Independent Consultant shall carry out, or cause to be carried out, all the tests and issue a Completion Certificate or Provisional Certificate, as the case may be. For carrying out its functions under this Paragraph 4.11 and all matters incidental thereto, the Independent Consultant shall act under and in accordance with the provisions of the Concession Agreement.

4.12. Upon reference from the Authority, the Independent Consultant shall make a fair and reasonable assessment of the costs of providing information and certify the reasonableness of such costs for payment by the Authority to the Concessionaire.

5. Determination of costs and time

5.1. The Independent Consultant shall determine the costs, and/or their reasonableness, that are required to be determined by it under the Concession Agreement.

5.2. The Independent Consultant shall certify all financial computations, determinations, payments etc. required to be made by the Authority to the Concessionaire during Refurbishment and Commissioning Period as per the provisions of this Agreement.

5.3. The Independent Consultant shall determine the period, or any extension thereof, that is required to be determined by it under the Agreement.

6. Other duties and functions



The Independent Consultant shall perform all other duties and functions specified in the Agreement.

7. Miscellaneous

7.1. The Independent Consultant shall notify its programme of inspection to the Authority/Governing Body and to the Concessionaire, who may, in their discretion, depute their respective representatives to be present during the inspection.

7.2. A copy of all communications, comments, instructions and other supporting documents sent by the Independent Consultant to the Concessionaire pursuant to this TOR, and a copy of all the test results with comments of the Independent Consultant thereon shall be furnished by the Independent Consultant to the Authority forthwith.

7.3. The Independent Consultant shall obtain, and the Concessionaire shall furnish in two copies thereof, all communications and reports required to be submitted, under this Agreement, by the Concessionaire to the Independent Consultant, whereupon the Independent Consultant shall send one of the copies to the Authority/Governing Body along with its comments thereon.

7.4. The Independent Consultant shall retain at least one copy each of Refurbishment and Commissioning Plan and other supporting documents received by it, including 'as-refurbished' designs & drawings, and keep them in its safe custody.

7.5. Upon completion of its assignment hereunder, the Independent Consultant shall duly classify and list all plan, designs and other supporting documents, results of tests and other relevant records, and hand them over to the Authority or such other person as the Authority may specify, and obtain written receipt thereof. Two copies of the said documents shall also be furnished in micro film form or in such other medium as may be acceptable to the Authority.



35 ANNEXURE N: LENDERS (List to be provided as per the Financing Documents when they are signed)



36 ANNEXURE O: CONCESSIONAIRE’S MEDICAL EQUIPMENTS

List to be provided along with the following details

S. No. Name of Equipment

Make Specifications Price

TOTAL