Bid Document for establishment, operation and …...Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers

Bid Document

for

establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic

services in radiology, at Government & GMERS Medical Colleges in Gujarat

in Public Private Partnership Mode.

Request for Qualification cum Request for Proposal

Managing Director Gujarat Medical Services Corporation Ltd

Block No. 14, 1st Floor, Dr. Jivraj Mehta Bhavan, Old Sachivalay, Sector – 10, Gandhinagar – 382 010, Gujarat, India

Phone No: 91-079-23250767, Fax No: 91-079-23257586 Email: [email protected], Website: www.gujhealth.gov.in

Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode.

Table of Contents I. Tender Notice ............................................................................................................... 4 II. Disclaimer .................................................................................................................... 5 III. Glossary .................................................................................................................. 7 1. Bidding Procedure ....................................................................................................... 9 A. General ......................................................................................................................... 9 1.1 Scope of Proposal ................................................................................................... 9 1.2 Eligible Bidders ....................................................................................................... 9 1.3 Additional Requirements for Proposals Submitted by a Consortium ............... 11 1.4 Change in Composition of the Bidder ................................................................. 12 1.5 Number of Proposals............................................................................................ 12 1.6 Proposal Preparation Cost ................................................................................... 12 1.7 Contents of RFP Document .................................................................................. 12 1.8 Clarifications ......................................................................................................... 12 1.9 Amendment of RFP Document ............................................................................ 13 B. Preparation and Submission of Proposal ................................................................ 13 1.10 Language and Currency ........................................................................................ 13 1.11 Bid Security ............................................................................................................ 13 1.12 Validity of Proposal ............................................................................................... 14 1.13 Project Inspection/ Site Visit ............................................................................... 14 1.14 Bidder’s Responsibility ......................................................................................... 14 1.15 Pre-Proposal Meeting ............................................................................................ 15 1.16 Format and Signing of Proposal ........................................................................... 17 1.17 Sealing and Marking of Proposals ........................................................................ 18 1.18 Proposal Due Date ................................................................................................. 19 1.19 Late Proposals ....................................................................................................... 19 1.20 Modification and Withdrawal of Proposals .......................................................... 19 1.21 Tests of responsiveness ........................................................................................ 19 1.22 Confidentiality ....................................................................................................... 21 1.23 Clarifications .......................................................................................................... 21 1.24 Proposal Evaluation .............................................................................................. 21 1.25 Evaluation of the Financial Proposal.................................................................... 24 1.26 Notifications........................................................................................................... 24 1.27 Authority Right to Accept or Reject Proposal ..................................................... 24 1.28 Acknowledgement of Letter of Acceptance (LOA) .............................................. 25 1.29 Execution of Concession Agreement .................................................................... 25 1.30 Performance Security............................................................................................ 26 1.31 Cost of RFP document ........................................................................................... 26 1.32 Schedule of Bidding Process ................................................................................ 27 2. Scope of the Project .................................................................................................. 28 2.1. Project Overview ................................................................................................... 28 2.2. The scope of work for the private partner would be as under: ......................... 28 2.3. Tele-Radiology ....................................................................................................... 29 2.4. Patients Footfall .................................................................................................... 30 3. Evaluation Methodology ............................................................................................ 32 3.1 Evaluation of Technical Proposal ........................................................................ 32 3.2 Evaluation of Financial Proposals ....................................................................... 34 4. Fraud and Corrupt Practices ..................................................................................... 35 APPENDIX 1: Format for Acknowledgement of RFP Document and Notification of Intent to Submit Proposal ............................................................................................... 37

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. APPENDIX 2: Format for Covering Letter cum Project Undertaking ........................... 39 APPENDIX 3: Format for Anti-Collusion Certificate ...................................................... 41 APPENDIX 4: Proforma of Bank Guarantee ................................................................... 42 APPENDIX 5: Details of Bidder ....................................................................................... 45 APPENDIX 6: Format for Financial Proposal .................................................................. 47 APPENDIX 7 A: Format for Technical Capability Proposal ............................................ 53 APPENDIX 7 B: Eligible Projects in the Radiology Sector ............................................. 54 APPENDIX 7 C: Format of Affidavit for showing previous experience ........................ 55 APPENDIX 7 D: Format of Affidavit for showing employment of clinical manpower .56 APPENDIX 8: Format for Financial Capability Proposal ................................................ 57 Appendix 9 A Format for Power of Attorney for signing of Bid .................................... 61 APPENDIX 9 B: Power of Attorney for Lead Member of Consortium ........................... 63 APPENDIX 10: Joint Bidding Agreement ........................................................................ 66 APPENDIX 11: Draft Service Level Agreement .............................................................. 72

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I. Tender Notice

As per GMSCL format

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II. Disclaimer The information contained in this Request For Qualification cum Request for Proposal

document (the “RFQ cum RFP”) or subsequently provided to Bidder(s), whether

verbally or in documentary or any other form by or on behalf of the Authority or any

of its employees or advisors, is provided to Bidder(s) on the terms and conditions set

out in this RFQ cum RFP and such other terms and conditions subject to which such

information is provided. This RFQ cum RFP is not an agreement and is neither an offer nor invitation by the

Authority to the prospective Bidders or any other person. The purpose of this RFQ

cum RFP is to provide interested parties with information that may be useful to them

in making their financial offers (Bids) pursuant to this RFQ cum RFP. This RFQ cum

RFP includes statements, which reflect various assumptions and assessments arrived

at by the Authority in relation to the Project. Such assumptions, assessments and

statements do not purport to contain all the information that each Bidder may

require. This RFQ cum RFP may not be appropriate for all persons, and it is not

possible for the Authority, its employees or advisors to consider the investment

objectives, financial situation and particular needs of each party who reads or uses

this RFQ cum RFP. The assumptions, assessments, statements and information

contained in the Bidding Documents may not be complete, accurate, adequate or

correct. Each Bidder should, therefore, conduct its own investigations and analysis

and should check the accuracy, adequacy, correctness, reliability and completeness

of the assumptions, assessments, statements and information contained in this RFQ

cum RFP and obtain independent advice from appropriate sources. Information provided in this RFQ cum RFP to the Bidder(s) is on a wide range of

matters, some of which may depend upon interpretation of law. The information

given is not intended to be an exhaustive account of statutory requirements and

should not be regarded as a complete or authoritative statement of law. The

Authority accepts no responsibility for the accuracy or otherwise for any

interpretation or opinion on law expressed herein. The Authority, its employees and advisors make no representation or warranty and

shall have no liability to any person, including any Bidder or Bidder under any law,

statute, rules or regulations or tort, principles of restitution or unjust enrichment or

otherwise for any loss, damages, cost or expense which may arise from or be

incurred or suffered on account of anything contained in this RFQ cum RFP or

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. otherwise, including the accuracy, adequacy, correctness, completeness or reliability

of the RFQ cum RFP and any assessment, assumption, statement or information

contained therein or deemed to form part of this RFQ cum RFP or arising in any way

for participation in this Bid Stage. The rates indicated in Appendix 1-2 of Schedule B are as prevailing at the time of

release of RFP. The rates that will be prevailing on Commercial Operation Date

(COD) will be taken as base rate for year 1. The number of footfalls estimated by

GMSCL is based on in-house survey and data collected from various Medical

institutions/ CHS. By GMSCL. The numbers represented are estimates only and the

Authority does not guarantee number of patients utilising Diagnostic Center services.

The Bidders are advised to undertake their own independent estimates & market

survey for the Project. The Authority also accepts no liability of any nature whether resulting from

negligence or otherwise howsoever caused arising from reliance of any Bidder upon

the statements contained in this RFQ cum RFP. The Authority may in its absolute discretion, but without being under any obligation

to do so, update, amend or supplement the information, assessment or assumptions

contained in this RFQ cum RFP. The issue of this RFQ cum RFP does not imply that the Authority is bound to select a

Bidder or to appoint the Selected Bidder or Concessionaire, as the case may be, for

the Project and the Authority reserves the right to reject all or any of the Bidders or

Bids without assigning any reason whatsoever. The Bidder shall bear all its costs associated with or relating to the preparation and

submission of its Bid including but not limited to preparation, copying, postage,

delivery fees, expenses associated with any demonstrations or presentations which

may be required by the Authority or any other costs incurred in connection with or

relating to its Bid. All such costs and expenses will remain with the Bidder and the

Authority shall not be liable in any manner whatsoever for the same or for any other

costs or other expenses incurred by a Bidder in preparation or submission of the Bid,

regardless of the conduct or outcome of the Bidding Process.

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III. Glossary Application As defined in the Disclaimer Associate As defined in Clause 2.3.25 Authority As defined in Clause 1.1.1 Bank Guarantee As defined in Clause 2.22.1 Bid(s) As defined in Clause 1.4.2 Bidders As defined in Clause 1.1.1 Bid Due Date As defined in Clause 1.4.2 Bid Security As defined in Clause 1.4.4 Bid Stage As defined in Clause 1.4.2 Concession Agreement As defined in Clause 1.2 Concession Period As defined in Clause 1.3 Concessionaire As defined in Clause 1.2 Conflict of Interest As defined in Clause 2.3.23 Consortium As defined in Clause 2.3.2 Damages As defined in Clause 2.3.23 [BOO] As defined in Clause 1.2 Demand Draft As defined in Clause 2.22.2 Eligible Experience As defined in Clause 3.3.3 b (a) Eligible Projects As defined in Clause 3.3.3 b (a) Eligible Member As defined in Clause 2.2.1 A (c) Estimated Project Cost As defined in Clause 1.1.6 First round of Bidding As defined in Clause 3.5.3 Government Government of Gujarat Highest Bidder As defined in Clause 1.4.6 Jt. Bidding Agreement As defined in Clause 2.3.6 (g) Lead Member As defined in Clause 2.3.6 (c) LOA As defined in Clause 3.7.1 Member Member of a Consortium Net Worth As defined in Clause 2.3.27 PPP Public Private Partnership Project As defined in Clause 1.1.5 Re. or Rs. or INR Indian Rupee RFQ cum RFP or Request for Proposals As defined in the Disclaimer Royalty As defined in Clause 1.4.8 Second round of Bidding As defined in Clause 3.5.3 Selected Bidder As defined in Clause 1.4.7 SPV As defined in Clause 2.3.6 Technical Capacity As defined in Clause 2.2 Technical Experience Score As defined in Clause 3.3.4 (b) Technically Qualified Bidders As defined in Clause 3.3.4 Third round of Bidding As defined in Clause 3.5.4 Tie Bidders As defined in Clause 3.6.1

The words and expressions beginning with capital letters and defined in this document shall, unless repugnant to the context, have the meaning ascribed thereto

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. herein. The words and expressions beginning with capital letters and not defined

herein, but defined in the RFQ cum RFP, shall, unless repugnant to the context, have

the meaning ascribed thereto therein.

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1. Bidding Procedure A. General 1.1 Scope of Proposal 1.1.1 Gujarat Medical Services Corporation Ltd, Commissionerate of Medical Health &

Family Welfare, Government of Gujarat, (hereinafter referred to as “Authority”)

invites detailed proposals (Key Submissions, Technical Proposal and Financial

Proposals) from Bidders who fulfill the pre-qualification criteria indicated in clause

1.24.2 for establish, operation and maintenance of MRI, CT Scan and allied

infrastructure facilities in diagnostic centers and offering diagnostic services in

radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private

Partnership Mode. The Selected Bidder, who is either a company incorporated under

the Companies Act, 1956 or undertakes to incorporate as such prior to execution of

the concession agreement (the “Concessionaire”), shall be responsible for finance,

supply of equipment, implement, offering services, supply of parts, and maintain the

Project on Supply, Own and Operate (“SOO”) basis in the Public Private

Partnership (PPP) mode under and in accordance with the provisions of the

concession agreement (the “Concession Agreement”) to be entered into between

the Selected Bidder and the Authority in the form provided by the Authority as part

of the Bidding Documents pursuant hereto. 1.1.2 The Proposals would be evaluated on the basis of the evaluation criteria set out

in this RFP Document (“Evaluation Methodology”) in order to identify the

successful Bidder for the Project (“Successful Bidder”). The Successful Bidder

would then have to enter into a Concession Agreement with the Authority and

perform the obligations as stipulated therein, in respect of the Project. 1.1.3 Terms used in this RFP Document which have not been defined herein shall have the meaning ascribed thereto in the Draft Concession Agreement. 1.2 Eligible Bidders 1.2.1 Bidders who fulfil the pre-qualification criteria indicated in clause 1.24.2 are eligible to submit Technical and Financial Proposal in response to this RFP Document. Bidders shall acknowledge receipt of this RFP Document and notify their intention to bid for the Project in the format provided as Appendix 1.

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. 1.2.2 Bidders shall provide such evidence of their continued eligibility to the satisfaction of Authority, as the Authority may reasonably request. 1.2.3 A Power of Attorney for signing of Proposals needs to be furnished in favor of the Authorized Signatory as per format provided in Appendix 9A. 1.2.4 In the case of a Consortium, the Members should submit a Power of Attorney in favour of the Lead Member as per format provided in Appendix 9B. 1.2.5 In case the Bidder is a Consortium, it shall, in addition to forming a Special Purpose Vehicle (SPV), comply with the following additional requirements:

a) Number of members in a consortium shall not exceed 4 (four),

b) Subject to the provisions of sub-clause (a) above, the Application should contain the information required for each member of the Consortium;

c) Members of the Consortium shall nominate one member as the lead member

(the “Lead Member”), who shall have an equity share holding of at least

26% (twenty six per cent) of the paid up and subscribed equity of the SPV.

The nomination(s) shall be supported by a Power of Attorney, as per the

format at Appendix 9B, signed by all the other members of the Consortium;

d) The Application should include a brief description of the roles and

responsibilities of individual members, particularly with reference to financial,

technical and O&M obligations;

e) An individual Bidder cannot at the same time be member of a Consortium.

Further, a member of a particular Bidder Consortium cannot be member of

any other Bidder Consortium;

f) The members of a Consortium shall form an appropriate SPV to execute the Project, if awarded to the Consortium;

g) Members of the Consortium shall enter into a binding Joint Bidding

Agreement, substantially in the form specified at Appendix-10 (the “Jt.

Bidding Agreement”), for the purpose of making the Application.

h) The Jt. Bidding Agreement, to be submitted along with the Proposal, shall, inter alia:

(i) Convey the intent to form an SPV with shareholding/ ownership equity

commitment(s) in accordance with this RFP, which would enter into the

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Concession Agreement and subsequently perform all the obligations of the

Concessionaire in terms of the Concession Agreement, in case the

concession to undertake the Project is awarded to the Consortium;

(ii) Clearly outline the proposed roles and responsibilities, if any, of each member;

(iii) Commit the minimum equity stake to be held by each member;

(iv) Commit that each of the members, whose experience will be evaluated

for the purposes of this RFP, shall subscribe to 26% (twenty six per cent)

or more of the paid up equity of the SPV and shall further commit that

each such member shall, throughout the Concession period of the Project,

hold equity share capital not less than: (i) 26% (twenty six per cent) of

the paid up equity share capital of the SPV; and (ii) 5% (five per cent) of

the Total Project Cost. Radiologist must be promoter and he must

continue as consortium member in entire period of contract.

(v) Members of the Consortium undertake that they shall collectively hold at

least 51% (fifty one per cent) of the paid up equity of the SPV at all times

throughout the Concession period of the Project.

(vi) Include a statement to the effect that all members of the Consortium

shall be liable jointly and severally for all obligations of the Concessionaire

in relation to the Project until the Financial Close of the Project is achieved

in accordance with the Concession Agreement.

(vii) Except as provided under this RFP and the Bidding Documents, there

shall not be any amendment to the Jt. Bidding Agreement without the

prior written consent of the Authority. 1.3 Additional Requirements for Proposals Submitted by a Consortium

(a) Wherever required, the Proposal shall contain the information required for each of the member of the Consortium;

(b) The Proposal shall be signed by the duly Authorised Signatory of the Lead

Member and shall be legally binding on all the members of the Consortium;

(c) All witnesses and sureties shall be persons of status and probity and their full names and addresses shall be stated below their signature. All signatures in

the Proposal documents shall be dated;

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1.4 Changes in Composition of the Bidder

1.4.1 Any change in composition of the Bidder after the Pre-Qualification stage would be at the sole discretion of Authority and with prior written permission of Authority.

1.5 Number of Proposals

1.5.1 Each Bidder shall submit only one (1) Proposal for the Project in response to

this RFP Document. Any entity, which submits or participates in more than one

Proposal for the same Project will be disqualified and will also cause the

disqualification of Consortium in which it is a member. 1.6 Proposal Preparation Cost

1.6.1 The Bidder shall be responsible for all the costs associated with the preparation

of its Proposal and its participation in the bidding process. Authority will not be

responsible or in any way liable for such costs, regardless of the conduct or outcome

of bidding. 1.7 Contents of RFP Document

1.7.1 The RFP Document consists of 2 Parts as listed below and would include any addenda issued in accordance with Clause 1.9.

Part I Instructions to Bidder

Part II Draft Service Level Agreement

1.8 Clarifications

1.8.1 Bidders requiring any clarification on the RFP Document may notify Authority in

writing or by facsimile within such date as specified in the Schedule of Bidding

Process. Based on its sole discretion, Authority may forward to all Bidders, copies of

Authority response, including a description of the enquiry but without identifying its

source.

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. 1.9 Amendment of RFP Document 1.9.1 At any time prior to the Proposal Due Date, Authority may, for any reason,

whether at its own initiative or in response to clarifications requested by a Bidder,

modify the RFP Document by the issuance of Addenda. 1.9.2 Any Addendum thus issued will be sent in writing to all the Bidders who have

received and acknowledged the RFP Document and will be binding upon them.

Bidders shall promptly acknowledge receipt thereof to Authority. 1.9.3 In order to afford Bidders reasonable time in which to take an Addendum into

account, or for any other reason, Authority may, at its own discretion, extend the

Proposal Due Date. B. Preparation and Submission of Proposal 1.10 Language and Currency 1.10.1 The Proposal and all related correspondence and documents shall be written

in the English language. Supporting documents and printed literature furnished by

the Bidder with the Proposal may be in any other language provided that they are

accompanied by an appropriate translation into English. Supporting materials that

are not translated into English may not be considered. For the purpose of

interpretation and evaluation of the Proposal, the English language translation shall

prevail. 1.10.2 The currency for the purpose of the Proposal shall be the Indian Rupee (INR). 1.11 Bid Security 1.11.1 Proposals would need to be accompanied by a Bid Security for an amount of

Rs 3% of estimated cost of tender, in the form of a bank guarantee as per Appendix

4. 1.11.2 The Bid Security shall be kept valid through the Proposal Validity Period and would be required to be extended if so required by Authority. 1.11.3 The Bid Security shall be returned to unsuccessful Bidders within a period of

thirty (30) days from the date of announcement of the Successful Bidder. The Bid

Security submitted by the Successful Bidder shall be released upon furnishing of the

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. Performance Security in the form and manner stipulated in the Draft Concession Agreement. 1.11.4 The Bid Security shall be forfeited in the following cases:

a) If the Bidder withdraws its Proposal except as provided in Clause 1.20;

b) If the Bidder withdraws its Proposal during the interval between the Proposal Due Date and expiration of the Proposal Validity Period; and

c) If the Successful Bidder fails to provide the Performance Security within the

stipulated time or any extension thereof provided by Authority. 1.12 Validity of Proposal 1.12.1 The Proposal shall indicate that it would remain valid for a period not less

than nine (9) months from the Proposal Due Date (Proposal Validity Period).

Authority reserves the right to reject any Proposal that does not meet this

requirement. 1.12.2 Prior to expiry of the original Proposal Validity Period, Authority may request

that the Bidders extend the period of validity for a specified additional period. A

Bidder may refuse the request without forfeiting its Bid Security. A Bidder agreeing

to the request will not be allowed to modify its Proposal, but would be required to

extend the validity of its Bid Security for the period of extension and comply with

Clause 1.11 of this document in all respects. 1.12.3 The Successful Bidder shall extend the Proposal Validity Period till the date of execution of the Concession Agreement. 1.13 Project Inspection/ Site Visit 1.13.1 The Bidder may carry out Project Inspection/ Site Visit at any time at their own cost. 1.14 Bidder’s Responsibility 1.14.1 The Bidder is expected to examine carefully the contents of all the documents provided. Failure to comply with the requirements of RFP Document will be at the Bidder’s own risk.

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. 1.14.2 It would be deemed that prior to the submission of Proposal, the Bidder has:

a) made a complete and careful examination of requirements, and other information set forth in this RFP Document;

b) received all such relevant information as it has requested from Authority; and

c) made a complete and careful examination of the various aspects of the

Project including but not limited to:

(i) the Project site

(ii) existing facilities and structures

(iii) space availability

(iv) electricity availability

(v) water availability

(vi) the conditions of the access roads and utilities in the vicinity of the Project Site

(vii) conditions affecting transportation, access, disposal, handling and

storage of the materials (viii) clearances obtained by Authority for the Project; and

(ix) all other matters that might affect the Bidder’s performance under the

terms of this RFP Document. 1.14.3 The Authority shall not be liable for any mistake or error or neglect by the Bidder in respect of the above. 1.15 Pre-Proposal Meeting (Pre bid) 1.15.1 To clarify and discuss issues with respect to the Project and the RFP

Document, Authority will hold Pre-Proposal meeting/s on date specified in the

schedule of bidding process. 1.15.2 Prior to the Pre-Proposal meeting/s, the Bidders may submit a list of queries

and propose deviations, if any, to the Project requirements and/or the Draft

Concession Agreement. Bidders must formulate their responses and forward the

same to Authority at least seven (7) days prior to the meeting. Authority may amend

the RFP Document based on inputs provided by Bidders that may be considered

acceptable in its sole discretion. 1.15.3 During the course of Pre-Proposal Meeting, the Bidders will be free to seek clarifications and make suggestions for consideration of the Authority. The Authority

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. shall endeavour to provide clarifications and such further information as it may, in its

sole discretion, consider appropriate for facilitating a fair, transparent and

competitive Bidding Process. 1.15.4 Bidders may note that Authority will not entertain any deviations to the RFP

Document at the time of submission of the Proposal or thereafter. The Proposal to be

submitted by the Bidders will be unconditional and unqualified and the Bidders would

be deemed to have accepted the terms and conditions of the RFP Document with all

its contents including the Draft Concession Agreement. Any conditional Proposal shall

be regarded as non-responsive and would be liable for rejection. 1.15.5 Authority will endeavour to hold the meeting as per Schedule of Bidding Process. The details of the meeting will be separately communicated to the Bidders. 1.15.6 A maximum of three representatives of each Applicant shall be allowed to participate on production of authority letter from the Bidder(s). 1.15.7 Attendance of the Bidders at the Pre-Proposal meeting is not mandatory.

However, subsequent to the meeting, Authority may not respond to queries from any

Bidder who has not attended the Pre-Proposal meeting. 1.15.8 All correspondence/ enquiries should be submitted to the following in writing by e-mail/ fax/ post/ courier: ATTN. OF: The Managing Director ADDRESS: Gujarat Medical Services Corporation Ltd,

Block No. 14, 1st Floor, Dr. Jivraj Mehta Bhavan, Old Sachivalay,

Sector – 10, Gandhinagar – 382 010, Gujarat, India Fax No: 91-079-23257586 Email: [email protected] 1.15.9 No interpretation, revision, or other communication from Authority regarding

this solicitation is valid unless in writing and is signed by The Managing Director,

Gujarat Medical Services Corporation Ltd or its authorised representative. Authority

may choose to send to all Bidders, written copies of Authority’s responses, including

a description of the enquiry but without identifying its source to all the Bidders.

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. 1.16 Format and Signing of Proposal 1.16.1 Bidders would provide all the information as per this RFP Document and in the

specified formats. Authority reserves the right to reject any Proposal that is not in

the specified formats. 1.16.2 The Proposal should be submitted in three parts: Part 1: Key Submissions, which would include:

i) Covering Letter cum Project Undertaking as per Appendix 2 stating the Proposal Validity Period;

ii) Anti-Collusion Certificate as per Appendix 3;

iii) Bid Security in the form of Bank Draft or Bank Guarantee as per Appendix 4;

iv) Details of Applicant as per Appendix 5;

v) Power of Attorney for Signing of Proposal as per Appendix 9A;

vi) Power of Attorney for Lead Member of Consortium as per Appendix 9B;

vii) Joint Bidding Agreement as per Appendix 10;

viii) A copy of the Draft Service Level Agreement with each page initialled

by the person signing the Bid in pursuance of the Power of Attorney referred

to in hereinabove;

ix) Bid Security and Bid Processing Fees to be enclosed;

x) Bank Draft towards cost of RFP Document or copy of the receipt, if hard copy of RFP is purchased.

Part 2: Technical Proposal would include:

i) Technical Capability as per format set out in Appendix 7. Part 3: Financial Proposal as per the format set out in Appendix 6.

ii) The Financial Proposal shall be submitted online. 1.16.3 The Bidder shall prepare one original of the documents comprising the Proposal as described in Clause 1.17, clearly marked “ORIGINAL”. In addition, the

Bidder shall make one copy of the Proposal, clearly marked “COPY”. In the event of

any discrepancy between the original and the copy, the original shall prevail.

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. 1.16.4 If the Proposal consists of more than one volume, Bidder must clearly number the volumes and provide an indexed table of contents. 1.16.5 The Proposal and the copy shall be typed or printed in indelible ink and the

Bidder shall initial each page. All the alterations, omissions, additions, or any other

amendments made to the Proposal shall be initialled by the person/s signing the

Proposal. 1.17 Sealing and Marking of Proposals 1.17.1 The Bidder shall seal the Key Submissions, Technical Proposal and the Financial Proposal in separate envelopes, duly marking the envelopes as “KEY

SUBMISSIONS” and “TECHNICAL PROPOSAL”. These envelopes shall then be sealed

in an outer envelope. 1.17.2 The original and the copy of the Proposal shall be provided in separate envelopes, duly marking the outer envelopes as “ORIGINAL” and “COPY”. 1.17.3 Each envelope shall indicate the name and address of the Bidder 1.17.4 The envelopes shall clearly bear the following identification: “Proposal for Setting up of MRI, CT Scan and allied infrastructure facilities

in diagnostic centers and offering diagnostic Services in Radiology in

Diagnostic Centers at Government and Gujarat Medical Education Research

Society (GMERS) Medical Colleges in Gujarat in Public Private Partnership

Mode.” “To be opened by Tender Opening Committee only” and “Submitted by

Name, Address and Contact Phone No. of the Bidder”. 1.17.5 The envelope shall be addressed to: ATTN. OF: The Managing Director Gujarat Medical Services Corporation Ltd, ADDRESS: Block No. 14, 1st Floor, Dr. Jivraj Mehta Bhavan, Old Sachivalay, Sector – 10, Gandhinagar – 382 010, Gujarat, India. 1.17.6 If the envelope is not sealed and marked as instructed above, the Proposal may be deemed to non-responsive and would be liable for rejection. Authority

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. assumes no responsibility for the misplacement or premature opening of such Proposal submitted. 1.18 Proposal Due Date 1.18.1 Proposals should be submitted before 1500 hours IST on the Proposal Due

Date mentioned in the Schedule of Bidding Process, to the address provided in

Clause 1.17.5 in the manner and form as detailed in this RFP Document. Applications

submitted by either facsimile transmission or telex will not be acceptable. 1.18.2 Authority, at its sole discretion, may extend the Proposal Due Date by issuing an Addendum in accordance with Clause 1.9. 1.19 Late Proposals 1.19.1 Any Proposal received by Authority after 1500 hours IST on the Proposal Due Date will be returned unopened to the Bidder. 1.20 Modification and Withdrawal of Proposals 1.20.1 The Bidder may modify or withdraw its Proposal after submission, provided

that written notice of the modification or withdrawal is received by Authority before

the Proposal Due Date. No Proposal shall be modified or withdrawn by the Bidder

after the Proposal Due Date. 1.20.2 The Bidder’s modification or withdrawal notice shall be prepared, sealed,

marked and delivered in accordance with the provisions of Clause 1.17 with outer

envelopes additionally marked “MODIFICATION” or “WITHDRAWAL” and also “KEY

SUBMISSIONS”, “TECHNICAL PROPOSAL” as appropriate. 1.20.3 Withdrawal of a Proposal during the interval between the Proposal Due Date

and expiration of the Proposal Validity Period would result in forfeiture of the Bid

Security in accordance with Clause 1.11.4 of this document. 1.21 Tests of responsiveness 1.21.1 Prior to evaluation of Proposals, Authority will determine whether each

Proposal is responsive to the requirements of the RFP Document. A Proposal shall be

considered responsive if

Page 19


a) it is received by the Proposal Due Date.

b) it is signed, sealed, and marked as stipulated in Clause 1.17.

c) it contains the information and documents as requested in the RFP Document.

d) it contains information in formats specified in the RFP Document.

e) it mentions the proposal validity period as set out in Clause 1.12.

f) it provides the information in reasonable detail. (“Reasonable Detail” means

that, but for minor deviations, the information can be reviewed and evaluated

by Authority without communication with the Bidder). Authority reserves the

right to determine whether the information has been provided in reasonable

detail.

g) there are no inconsistencies between the Proposal and the supporting documents.

1.21.2 A Proposal that is substantially responsive is one that conforms to the

preceding requirements without material deviation or reservation. A material

deviation or reservation is one

a) which affects in any substantial way, the scope, quality, or performance of the Project, or

b) which limits in any substantial way, inconsistent with the RFP Document,

Authority’s rights or the Bidder’s obligations under the Concession Agreement,

or

c) which would affect unfairly the competitive position of other Bidders presenting substantially responsive bids.

1.21.3 Authority reserves the right to reject any Proposal which in its opinion is non-

responsive and no request for modification or withdrawal shall be entertained by

Authority in respect of such Proposals. 1.21.4 Conditional proposal shall not be considered. Any bid found to contain conditions attached, will be rejected.

Page 20


1.22 Confidentiality

1.22.1 Information relating to the examination, clarification, evaluation and

recommendation for the short listed Bidders shall not be disclosed to any person not

officially concerned with the process. Authority will treat all information submitted as

part of Proposal in confidence and will ensure that all who have access to such

material treat it in confidence. Authority will not divulge any such information unless

it is ordered to do so by any Government authority that has the power under law to

require its disclosure.

1.23 Clarifications

1.23.1 To assist in the process of evaluation of Proposals, Authority may, at its sole

discretion, ask any Bidder for clarification on its Proposal. The request for clarification

and the response shall be in writing or by facsimile. No change in the substance of

the Proposal would be permitted by way of such clarifications.

1.24 Proposal Evaluation

1.24.1 To assist in the examination, evaluation, and comparison of Proposals, Authority may utilise the services of consultant/s or advisor/s.

1.24.2 Before opening and evaluation of the Technical Proposals, Bidders are

expected to meet the following pre-qualification criteria which would be a part of the

Technical Proposal. Bidders failing to meet these criteria or not submitting requisite

proof for supporting pre-qualification criteria are liable to be rejected at the Technical

Proposal level.

Sl. Criteria Reference Documents

No

1 The bidder should have minimum Yes/ i. Audited balance sheet and profit and loss

average annual Turnover of Rs. 10.00 No account for the financial years ended March 31,

crores (Rupees Ten crores) during 2013, March 31, 2014 and March 31, 2015, duly

the last 3 Financial Years. certified by statutory auditor.

2 50% of the aforesaid average annual Yes/ i. Audited balance sheet and profit and loss

No

turnover shall be from the Eligible account for the financial years ended March 31,

Project in the Radiology Sector. The 2013, March 31, 2014 and March 31, 2015, duly

Bidder should have collected revenue certified by statutory auditor.

of at least Rs. 5 Crores (Rupees ii. Statement showing revenue collected in the

Page 21


Sl. Criteria Reference Documents

No

five Crores ) in the last three last three years financial year ended March 31,

financial years ending March 31, 2015 in respect of 1.5 (or higher) Tesla Magnetic

2015 from operating and managing Resonance Imaging (MRI) and/or 16-slice (or

CT Scan/ radiology facilities, with 1.5 higher) Computed Tomography (CT) scan, as the

(or higher) Tesla Magnetic Resonance case may be, self-attested and certified by an

Imaging (MRI) and/or 16-slice (or independently practicing chartered accountant or

higher) Computed Tomography (CT) the statutory auditor. The certificate should also

scan. clearly demarcate the revenue collected from

each of the different machines.

3 The Bidder should have at least five Yes/ i. Original invoice or lease agreement, as the

No

(5) years’ experience in operating case may be, in respect of the 1.5 (or higher)

and managing radiology facilities, Tesla Magnetic Resonance Imaging (MRI) and/or

with 1.5 (or higher) Tesla Magnetic 16-slice (or higher) Computed Tomography (CT)

Resonance Imaging (MRI) and 16- scan machines.

Slice Computed Tomography (CT) ii. Self-certification of ownership of the 1.5 (or

scan and/or 128 Slice Computed

higher) Tesla Magnetic Resonance Imaging (MRI)

Tomography (CT) scan.

and/or 16-slice (or higher) Computed

Tomography (CT) scan, as the case may be.

iii. Certificate of Incorporation under the Indian

Companies Act, 1956.

4 At least two user Satisfaction Yes/

No

Certificate in the letter pad for

installation of Radiological equipment

done in the last 3 years

5 The Bidder should have minimum Net Yes/ i. Certificate from the statutory auditors

No

Worth of Rs. 1.50 Crore (Rupees one crore and Fifty specifying the net worth of the Bidder, as at

Lac) as at March 31, 2015. March 31, 2010, and also specifying the

methodology adopted for calculating such net

worth. For the purpose of this RFP, net worth

shall mean the sum of subscribed and paid up

equity and reserves from which shall be deducted

the sum of revaluation reserve, miscellaneous

expenditure not written off and reserves not

available for distribution to equity shareholders.

ii. Audited balance sheet and profit and loss

account for the financial year ended March 31,

2015, duly certified by statutory auditor.

6 The Bidder claiming experience Yes/ I. Self-attested employment contract.

should have employed (in whole-time No II. In case no employment contract exits, a

employment) a MBBS, DMRE/DMRD

certificate from its statutory auditors along with

or MD Radiologist, MD Pathologist or

an affidavit sworn by the Bidder before a First

a DM Cardiologist for rendering the

Class Judicial Magistrate or an Executive

Radiological Services or Pathological

Magistrate as per format at Appendix-7D.

Services or the Non-Invasive

Page 22


Sl. Criteria Reference Documents No

Cardiology Services, as the case may be, for more than 3 years preceding the Application Due Date.

1.24.3 For a project to qualify as an Eligible Project in the Radiology Sector, the following requirements have to be fulfilled:

a) The Bidder claiming experience should have ownership of the diagnostic

center and the ownership of the diagnostic machines for rendering the

Radiological Services, as the case may be, from which revenues are being

claimed. For the purposes of this RFP, any lease arrangement in respect of

the machines will qualify as ownership;

b) The Bidder must have operated the machine(s) used for rendering

Radiological Services, as the case may be, for more than 5 (five) years

preceding the Application Due Date and the Bidder claiming operational

experience shall, during the last 5 (five) financial years preceding the

Application Due Date, have provided Radiological Services or Pathological

Services or Non-Invasive Cardiology Services to patients and collected user

charges from the patients in respect of the diagnostic services rendered; and

c) Experience of mere Supply of equipment and maintenance of the same would not qualify for claiming experience of eligible projects.

1.24.4 The technical and financial capability of all the members of consortium having

equity participation of 26% or more shall be considered for the purpose of

evaluation.

1.24.5 However experience gained from development, operation and management of

the same Project by more than one member of the Consortium shall be counted as

experience of only one consortium member.

1.24.6 The bidder shall attach signed agreement between consortium members specifying the equity participation in the project.

1.24.7 Evaluation of Proposals will be done in two stages.

Page 23

Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. 1.24.8 In Stage I of Proposal Evaluation, the Key Submissions submitted by the

Bidders shall be checked for responsiveness with the requirements of the RFP

Document. 1.24.9 The evaluation of Technical Proposal of a Bidder shall be taken up only after

the contents of the Key Submissions are found to meet the requirements of this RFP

Document. Authority reserves the right to reject the Proposal of a Bidder without

opening the Technical Proposal if the contents of Key Submissions are not

substantially responsive with the requirements of this RFP Document. 1.24.10 After checking the responsiveness of the Key submission, the Technical

Proposal will be opened. The minimum qualifying marks of the Technical Capability

Evaluation is 75 as mentioned in Clause 4.1.2. 1.25 Evaluation of the Financial Proposal 1.25.1 In Stage II, the Financial Proposals of all the Bidders who pass the Stage I

evaluation will be opened in the presence of the Bidders’ representatives who choose

to attend. The Bidders’ representatives who choose to be present shall be required to

sign and record their attendance. 1.25.2 Evaluation of Financial Proposal shall be done as per section 4.2 of this RFP Document. 1.26 Notifications 1.26.1 Upon acceptance of the Financial Proposal of the Preferred Bidders with or

without negotiations, Authority shall declare the Preferred Bidder as Successful

Bidder. 1.26.2 Authority will notify the Successful Bidder by email or facsimile and by a letter that its Proposal has been accepted. 1.27 Authority Right to Accept or Reject Proposal 1.27.1 Authority reserves the right to accept or reject any or all of the Proposals without assigning any reason and to take any measure as it may deem fit, including

Page 24

Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. annulment of the bidding process, at any time prior to award of Project, without liability or any obligation for such acceptance, rejection or annulment. 1.27.2 Authority reserves the right to invite revised Financial Proposals from Bidders

with or without amendment of the RFP Document at any stage, without liability or

any obligation for such invitation and without assigning any reason. 1.27.3 Authority reserves the right to reject any Proposal if:

a) at any time, a material misrepresentation is made or uncovered; OR

b) the Bidder does not respond promptly and thoroughly to requests for supplemental information required for the evaluation of the Proposal;

This would lead to the disqualification of the Bidder. If the Bidder is a Consortium,

then the entire Consortium would be disqualified / rejected. If such disqualification /

rejection occur after the Financial Proposals have been opened and the highest

Bidder gets disqualified / rejected, then Authority reserves the right to:

a) either invite the next highest Bidder to match the Financial Proposal submitted by the highest Bidder;

OR

b) take any such measure as may be deemed fit in the sole discretion of Authority, including annulment of the bidding process;

1.28 Acknowledgement of Letter of Acceptance (LOA) 1.28.1 Within two (2) weeks from the date of issue of the LOA, the Preferred Bidder shall acknowledge the receipt of LOA. 1.29 Execution of Concession Agreement 1.29.1 The Successful Bidder shall execute the Concession Agreement as mentioned in clause 1.32.1. 1.29.2 The Authority will promptly notify other Bidders that their Proposals have

been unsuccessful and their Bid Security will be returned as promptly as possible in

any case not later than 30 (thirty) days from the date of announcement of the

Successful Bidder.

Page 25

Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. 1.30 Performance Security 1.30.1 The Successful Bidder shall furnish Performance Security of 5% of cost of

tender by way of an irrevocable Bank Guarantee issued by a scheduled bank located

in India in favour of Authority for each Project, as required under the Concession

Agreement. 1.30.2 The Performance Security shall be in the form of an irrevocable Bank

Guarantee in favour of Authority, as per the format set out in Schedule E of the draft

Service Level Agreement. The Performance Security would be valid throughout the

Concession Period of the Project. 1.30.3 The Performance guarantee shall be forfeited and en-cashed in the following cases:

a) If the Successful Bidder withdraws from the project midway during the project term;

b) If during the project term, there is any incident of gross professional

negligence by the successful bidder;

c) Any other act or acts of the successful bidder which renders the project un-

operational and Authority establishes sufficient reasons to forfeit the

performance guarantee;

d) If the bidder fails to meet the service levels as agreed; 1.31 Cost of RFP document 1.31.1 The cost of RFP document is Rs 20,000/- (Rupees Twenty Thousand Only),

inclusive of VAT. The Proposals must accompany with cost of RFP document in the

form of a bank draft in favour of “Managing Director Gujarat Medical Services

Corporation Ltd”. The bidders may also obtain a hard copy of the RFP from the

office of Managing Director Gujarat Medical Services Corporation Ltd. The bidders

purchasing the hard copy of the RFP must attach the copy of Receipt along with the

Proposal.

Page 26

Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diag Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode.

1.32 Schedule of Bidding Process

1.32.1 The Authority shall endeavour to adhere to the following schedule:

Sl. Event Period Period Date Time No 1 RFQ cum RFP floating date M (T) 11:00 Through Advertisem

hrs 2 Last date of receiving M + T + *** GoG 17:00 Through e-mail w

queries 10 Days working Day hrs queries in Excel for md-gmscl@gujarat.

3 Pre-Bid Meeting – 1 M + T + *** GoG 11:00 Committee Room, 14 Days working Day hrs Corporation Ltd, Bl

4 Authority response to M + T + *** GoG 17:00 Jivraj Mehta Bhava queries latest by 21 Days working Day hrs – 10, Gandhinagar

5 Bid Due Date M + T + *** GoG 13:00 54 Days working Day hrs

6 Opening of Technical Bids M + T + *** GoG 13:00 55 Days working Day hrs

7 Opening of Financial Bids M + T + *** GoG 12:00 Through N-procure. 65 Days working Day hrs

8 Letter of Award (LoA) M + T + *** GoG 11:00 Committee Room, 80 Days working Day hrs Corporation Ltd,

9 Financial Close M + T + *** GoG 110 Days working Day

10 Signing of Concession M + T + *** GoG 11:00 Committee Room, Agreement 120 Days working Day hrs Corporation Ltd, Bl Jivraj Mehta Bhava – 10, Gandhinagar


2. Scope of the Project 2.1. Project Overview The Authority proposes to establish, operate and maintain MRI, CT Scan and allied

infrastructure facilities in diagnostic centers and offering diagnostic services in

radiology, at Government & GMERS Medical Colleges in Gujarat. The project would

be on Supply, Own and Operate (“SOO”) basis in the Public Private Partnership

(PPP) mode under and in accordance with the provisions of a [long- term] concession

agreement. 2.2. The scope of work for the private partner would be as under:

i) Procurement and installation of new diagnostic equipment of not less than the

specified minimum technical specifications as provided by the Authority and in

conformity with the Minimum Technical Specifications and Standards set forth

in Schedule A of Service Level Agreement (for the purpose of clarification, it is

expressly stated that the Concessionaire would install only brand new

diagnostic equipment in the Diagnostic Center. No refurbished, second hand

or used diagnostic equipment shall be installed);

ii) Operation, maintenance, regular up gradation of the Project and allied

facilities Diagnostic Center in accordance with the provisions of this

Agreement and as per the service level indicators provided by the Authority;

iii) Regular technology up gradation of the Project as and when required by the

Authority from time to time for the convenience of the users and as per the

service level indicators provided by the Authority subject to the provision of

clause 7.4 of Service Level Agreement;

iv) Perform all the diagnostic procedures in accordance with the service level

indicators as may be provided by the Authority and in accordance with Good

Industry Practice;

v) Ensure that the Project Facility shall remain operational for at least 360 days per calendar year and a twenty four (24) hours on each operational day;

vi) Ensure at least 98% up-time of all diagnostic equipment (maximum down

time of 5 days in a year);

Page 28


vii) Plan for replacement of the necessary equipment well ahead of the end of the

useful life thereof and replace such equipment in accordance with the

Maintenance Manual and the Good Industry Practice at its own cost;

viii) Respond to emergency cases including in odd hours and difficult

weather conditions (for the purpose of clarification, it is expressly stated that

the Concessionaire would ensure that sufficient clinical manpower is available

at all times to conduct the following diagnostic tests – (i) MRI and (ii) CT

scan;

ix) recruit the minimum required number of clinical and non-clinical manpower as

specified in Schedule C of Service Level Agreement, and manage and train

them for the Project;

x) provide teaching and research facilities to the Medical and para-medical staffs

of the Hospital after obtaining request in form of writing from the Medical

Superintendent of the Hospital;

xi) Demand and recover the User Charges for the Project from the Users other than the Economically Weaker Patients for using the Services;

xii) Procurement of consumables and inventory management;

xiii) Maintaining quality of consumables and service;

xiv) Building and maintaining a data base of all cases and sharing the same

with stakeholders. A suitable database and application software to be installed

by the private operator. The system would monitor incoming patients, source

of referral, time taken to provide service, billing etc. The system would also

maintain patient records; 2.3. Tele-Radiology The Successful Bidder would be allowed to have the option of setting up Tele-

Radiology center instead of placing a MD Radiologist on the project site. The cost of

Tele-Radiology system will be out-of-scope of this project and the same would not be

considered as a part of Project cost and no VGF will be available. The Successful

Bidder in this option has to place on the Project Site a doctor qualified to tack a scan

and project the same through tele radiologist to a qualified radiologist (MD/RD /

DMRD with at least 5 years experience). The report in such case must be signed by

qualified radiologist to be available with in 6 hours of scan.

Page 29

Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. organisation. The patient reports in such cases should be delivered no later than 48 hours of the procedure after consultation with MD Radiologist. 2.4. Patients Footfall The number of footfalls estimated by the Authority is based on in house Demand

Assessment survey. The numbers represented are estimates only and Authority does

not guarantee number of patients utilising Diagnostic Center services. The Bidders

are advised to undertake their own independent estimates & market survey for the

Project.

Demand Estimate (Per Day) Catchments Area MRI CT Scan

Group A

Ahmedabad OPD [in numbers]

IPD [in numbers]

Patan OPD [in numbers]

IPD [in numbers]

Himmatnagar OPD [in numbers]

IPD [in numbers]

Gandhinagar OPD [in numbers]

IPD [in numbers]

Group B

Rajkot OPD [in numbers]

IPD [in numbers]

Jamnagar OPD [in numbers]

IPD [in numbers]

Bhavnagar OPD [in numbers]

IPD [in numbers]

Junagarh OPD [in numbers]

IPD [in numbers]

Group C

Surat OPD [in numbers]

IPD [in numbers]

Vadodara OPD [in numbers]

IPD [in numbers]

Valsad OPD [in numbers]

IPD [in numbers]

Page 30


Sl. No Type of Machine to be Installed Group A Group B Group C

1 MRI 1.5 Tesla and/or 128 Slice CT Scan

Ahmadabad (CT & MRI),

Rajkot (CT & MRI)

Surat(CT & MRI), Vadodara (CT &

MRI)

2 MRI 1.5 Tesla and/or 16 Slice CT Scan

GMERS Patan(Only

MRI), GMERS Himmatnagar (Only MRI),

GMERS Gandhinagar (Only MRI), GMERS Sola (Only MRI)

Jamnagar (Only CT), Bhavnagar

(CT & MRI),

GMERS Junagarh

(Only MRI)

GMERS Valsad (Only MRI),

GMERS Gotri(Only MRI),

Vadnagar (Optional )


3. Evaluation Methodology

3.1 Evaluation of Technical Proposal

3.1.1 The Technical Capability Proposal for the Project would be evaluated on the following basis:

a) Previous Experience of the Bidder in operating and managing Eligible

Projects in the Radiology Sector:

S No Description Max Marks

1. Number of years

a) seven (7) years or more 25

b) more than five (5) years but less than seven (7) years 20

c) more than three (3) years but less than five (5) years 15

Note:

i) In case of part year, if the experience is for six months or more than six

months, then it would be rounded off to the next number. If it is for less than

six months, it would be rounded off to the previous number. For example five

(5) years and eight (8) months will be counted as six (6) years, whereas five

(5) years and five (5) months will be counted as five (5) years.

ii) In case the Bidder has experience in operating and managing more than one

Eligible Project, the cumulative individual scores of all the Eligible Projects will

be taken for calculation of the score, subject to a maximum score of 30. For

example, if the Bidder has an experience of 6 years in operating and

managing one Eligible Project and an experience of 8 years in operating and

managing another Eligible Project, his cumulative score under this clause

would be 15+20=35(adjusted to 25). If the same Bidder has an experience of

6 years in operating and managing a third Eligible Project, his total score

under this clause would still be 25 (being the maximum score).

iii) In case the Bidder has experience in operating and managing a project which

is not an Eligible Project (i.e. such project does not fulfil the requirements for a project to qualify as an Eligible Project as stipulated in Clause 1.24.3, no

Page 32


score will be given to the Bidder in respect of such project. For example, if the

Bidder has an experience of 3 years in operating and managing 4 projects in

the Radiology Sector. None of these projects would qualify as an Eligible

Project as the Bidder has not operated or managed these projects for more

than 3 years preceding the Application Due Date. Consequently, no score will

be given to the Bidder in respect of any of these projects.

iv) The previous experience of the Bidder shall be counted from the date when

the project, in respect of which experience is counted, becomes an Eligible

Project by satisfying all the requirements specified in Clause 1.24.3 for the

project to qualify as an Eligible Project. Thus, if the Bidder is a company and

was incorporated on January 1, 2005 but purchased the necessary diagnostic

equipment, to make the project an Eligible Project, and started its operations

only in October 1, 2008, the previous experience of the Bidder would be

counted from October 1, 2008 (i.e. from the date the project of the Bidder

has satisfied the requirements set out in Clause 1.24.3 for the project to

qualify as an Eligible Project).

v) The Bidder should furnish the details to demonstrate the previous experience

of the Bidder in operating and managing Eligible Projects in the Radiology

Sector. For this purpose, the Bidder must furnish its audited balance-sheet

and a profit and loss account, certified by its statutory auditors, for each year

for which the Bidder is claiming experience. For showing the number of

machines in use by the Bidder in each of the Eligible Projects, the Bidder shall

submit the original invoice or lease agreement in respect of the machines, as

the case may be. Further, the Bidder must furnish an Affidavit in the form set

forth in Appendix 7 C in support of his previous experience.

b) Number of diagnostic service machines installed by the Bidder in the Eligible Projects in the Radiology Sector:

Machine type Sector Score (for one Score (each extra installation) installation) MRI Machine in the Eligible Project Radiology 10 5

128 Slice CT Scan in the Eligible Project Radiology Radiology 10 5

16 Slice CT Scan in the Eligible Project Radiology Radiology 7.5 5

Maximum Score

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. Note:

i) Installation of more than two machines for that particular machine type will not entitle the Bidder for more than the maximum specified score.

3.1.2 Bidder’s experience shall be measured and stated in terms of the Experience Score. 3.1.3 Experience for any activity relating to an Eligible Project shall not be claimed

by two or more Members of the Consortium. In other words, no double counting by a

Consortium in respect of the same experience shall be permitted in any manner

whatsoever. 3.1.4 The minimum qualifying marks of the Technical Evaluation is 60. 3.1.5 The Financial bids of only those bidders would be opened who secure at least 75 in their Technical Capability Proposal. 3.2 Evaluation of Financial Proposals 3.2.1 The offers of the Bidder as per the format prescribed in Appendix 6, shall be used for financial evaluation. 3.2.2 The Bidder quoting the lowest figure (in percentage) as compared to the even rates shall be declared Successful. 3.2.6 In the event that two or more Bidders quotes the same figure, the Authority may:

a) invite fresh Proposals from the Bidders; OR

b) declaring the bidder securing highest technical marks amongst the bidders securing same overall score, as preferred bidder.

OR c) take any such measure as may be deemed fit in its sole discretion or

annulment of the bidding process.

Page 34


4. Fraud and Corrupt Practices 4.1 The Bidders and their respective officers, employees, agents and advisers shall

observe the highest standard of ethics during the Bidding Process and

subsequent to the issue of the LOA and during the subsistence of the Concession

Agreement. Notwithstanding anything to the contrary contained herein, or in the

LOA or the Concession Agreement, the Authority may reject a Bid, withdraw the

LOA, or terminate the Concession Agreement, as the case may be, without being

liable in any manner whatsoever to the Bidder or Concessionaire, as the case

may be, if it determines that the Bidder or Concessionaire, as the case may be,

has, directly or indirectly or through an agent, engaged in corrupt practice,

fraudulent practice, coercive practice, undesirable practice or restrictive practice

in the Bidding Process. In such an event, the Authority shall be entitled to forfeit

and appropriate the Bid Security or Performance Security, as the case may be, as

Damages, without prejudice to any other right or remedy that may be available

to the Authority under the Bidding Documents and/ or the Concession

Agreement, or otherwise. 4.2 Without prejudice to the rights of the Authority under Clause 4.1 hereinabove and

the rights and remedies which the Authority may have under the LOA or the

Concession Agreement, or otherwise if a Bidder or Concessionaire, as the case

may be, is found by the Authority to have directly or indirectly or through an

agent, engaged or indulged in any corrupt practice, fraudulent practice, coercive

practice, undesirable practice or restrictive practice during the Bidding Process, or

after the issue of the LOA or the execution of the Concession Agreement, such

Bidder or Concessionaire shall not be eligible to participate in any tender or RFP

issued by the Authority during a period of 2 (two) years from the date such

Bidder or Concessionaire, as the case may be, is found by the Authority to have

directly or indirectly or through an agent, engaged or indulged in any corrupt

practice, fraudulent practice, coercive practice, undesirable practice or restrictive

practices, as the case may be. 4.3 For the purposes of this Clause 4, the following terms shall have the meaning

hereinafter respectively assigned to them:

(a) “corrupt practice” means (i) the offering, giving, receiving, or soliciting, directly or indirectly, of anything of value to influence the actions of any

Page 35


person connected with the Bidding Process (for avoidance of doubt, offering of

employment to or employing or engaging in any manner whatsoever, directly

or indirectly, any official of the Authority who is or has been associated in any

manner, directly or indirectly, with the Bidding Process or the LOA or has

dealt with matters concerning the Concession Agreement or arising

therefrom, before or after the execution thereof, at any time prior to the

expiry of one year from the date such official resigns or retires from or

otherwise ceases to be in the service of the Authority, shall be deemed to

constitute influencing the actions of a person connected with the Bidding

Process); or (ii) save and except as permitted under the Clause 2.1.15 of this

RFP, engaging in any manner whatsoever, whether during the Bidding Process

or after the issue of the LOA or after the execution of the Concession

Agreement, as the case may be, any person in respect of any matter relating

to the Project or the LOA or the Concession Agreement, who at any time has

been or is a legal, financial or technical adviser of the Authority in relation to

any matter concerning the Project;

(b) “fraudulent practice” means a misrepresentation or omission of facts or suppression of facts or disclosure of incomplete facts, in order to influence the

Bidding Process;

(c) “coercive practice” means impairing or harming, or threatening to impair or harm, directly or indirectly, any person or property to influence any person’s

participation or action in the Bidding Process;

(d) “undesirable practice” means (i) establishing contact with any person

connected with or employed or engaged by the Authority with the objective of

canvassing, lobbying or in any manner influencing or attempting to influence

the Bidding Process; or (ii) having a Conflict of Interest; and

(e) “restrictive practice” means forming a cartel or arriving at any understanding or arrangement among Bidders with the objective of restricting

or manipulating a full and fair competition in the Bidding Process.

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APPENDIX 1: Format for Acknowledgement of RFP Document and Notification of Intent to Submit Proposal

Date: To Managing Director Gujarat Medical Services Corporation Ltd Block No. 14, 1st Floor, Dr. Jivraj Mehta Bhavan, Old Sachivalay, Sector – 10, Gandhinagar – 382 010, Gujarat, India Re: Setting-up of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic Services in Radiology in Diagnostic Centers at Government & GMERS Medical Colleges in Gujarat (the “Project”). The undersigned hereby acknowledges and confirms receipt of all the Parts (Part I, II

and III) of the Request for Proposal (RFP) Document for the captioned project from

Authority and conveys its intention to submit a Proposal for the Setting-up of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic Services in Radiology in Diagnostic Centers at Government & GMERS Medical Colleges in Gujarat (“Project”). ……………………………………………. Name of the Bidder ……………………………………………. Signature of the Authorized Person ……………………………………………. Name of the Authorized Person Note: On the Letterhead of the Bidder or Lead Member of Consortium.

To be signed by the Lead Member in case of a Consortium.

The acknowledgement should be sent within 2 weeks of receipt of the RFP Document.

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APPENDIX 2: Format for Covering Letter cum Project Undertaking To, Managing Director Gujarat Medical Services Corporation Ltd Block No. 14, 1st Floor, Dr. Jivraj Mehta Bhavan, Old Sachivalay, Sector – 10, Gandhinagar – 382 010, Gujarat, India Re: Setting-up of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic Services in Radiology in Diagnostic Centers at Government & GMERS Medical Colleges in Gujarat (the “Project”). We have read and understood the Request for Proposal (RFP) Document in respect of

the Project provided to us by Authority. We hereby submit our Proposal for Setting-

up of MRI, CT Scan and allied infrastructure facilities in diagnostic centers

and offering diagnostic Services in Radiology in Diagnostic Centers at

Government & GMERS Medical Colleges in Gujarat (the “Project”). We are enclosing our Proposal in one (1) original plus one (1) copy, with the details as per the requirements of the RFP Document, for your evaluation. We confirm that our Proposal is valid for a period of nine (9) months from ………… (Proposal Due Date). We hereby agree and undertake as under: Notwithstanding any qualifications or conditions, whether implied or otherwise,

contained in our Proposal we hereby represent and confirm that our Proposal is

unqualified and unconditional in all respects and we agree to the terms of the Draft

Concession Agreement, a draft of which also forms a part of the RFP Document

provided to us. Dated this ……………………..Day of …………………., 2015. ……………………………………………. Name of the Bidder ……………………………………………. Signature of the Authorized Person ……………………………………………. Name of the Authorized Person Note: On the Letterhead of the Bidder.

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APPENDIX 3: Format for Anti-Collusion Certificate

Anti-Collusion Certificate We hereby certify and confirm that in the preparation and submission of this

Proposal, we have not acted in concert or in collusion with any other Bidder or other

person/s and also not done any act, deed or thing which is or could be regarded as

anti-competitive. We further confirm that we have not offered nor will offer any illegal gratification in cash or kind to any person or agency in connection with the instant Proposal. Dated this ……………………..Day of …………………., 2015. ……………………………………………. Name of the Bidder ……………………………………………. Signature of the Authorised Person ……………………………………………. Name of the Authorized Person

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APPENDIX 4: Proforma of Bank Guarantee THIS DEED OF GUARANTEE executed on this the ___________day of ________________at ______________________by _______________________ (Name of the Bank) having its Head/Registered office at ______________________ hereinafter referred to as “the Guarantor” which expression shall unless it be

repugnant to the subject or context thereof include successors and assigns; In

favour of Gujarat Medical Services Corporation Ltd, represented by Managing

Director and having its office at Block No. 14, 1st Floor, Dr. Jivraj Mehta Bhavan, Old

Sachivalay, Sector – 10, Gandhinagar – 382 010, Gujarat, India, hereinafter referred

to as “Authority”, which expression shall, unless repugnant to the context or

meaning thereof include its administrators, successors or assigns. WHEREAS

A. By the Concession Agreement entered into between Authority

and______________, a company incorporated under the provisions of the

Companies Act, 1956, having its registered office/ permanent address

at______________________ (“the Concessionaire”), the Concessionaire has

been granted the Concession for Setting-Up of MRI, CT Scan and allied

infrastructure facilities in diagnostic centers and offering diagnostic

Services in Radiology in Diagnostic Centers at Government & GMERS

Medical Colleges in Gujarat for a Concession period of 07 years 00

months 00 days (hereinafter referred to as “the Project”).

B. In terms of the Concession Agreement, the Concessionaire is required to

furnish to Authority, an unconditional and irrevocable bank guarantee for an

amount of Rs 10,00,000.00 (Rs Ten Lakhs only) as security for due and

punctual performance/ discharge of its obligations under the Concession

Agreement, relating to Project by the Concessionaire.

C. At the request of the Concessionaire, the Guarantor has agreed to provide

bank guarantee, being these presents guaranteeing the due and punctual

performance/discharge by the Concessionaire of its obligations relating to the

Project. NOW THEREFORE THIS DEED WITNESSETH AS FOLLOWS:

1. Capitalised terms used herein but not defined shall have the meaning assigned to them respectively in the Concession Agreement.

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2. The Guarantor hereby irrevocably guarantees the due and punctual

performance by M/s.___________________ (hereinafter called “the

Concessionaire”) of all its obligations relating to the Project and in connection

with achieving the project objectives by the Concessionaire in accordance

with the Concession Agreement.

3. The Guarantor shall, without demur, pay to Authority sums not exceeding in

aggregate Rs 10,00,000.00 (Rs Ten Lakhs only), within seven (7) calendar

days of receipt of a written demand thereof from Authority stating that the

Concessionaire has failed to meet its obligations under the Concession

Agreement. The Guarantor shall not go into the veracity of any breach or

failure on the part of the Concessionaire or validity of demand so made by

Authority and shall pay the amount specified in the demand, notwithstanding

any direction to the contrary given or any dispute whatsoever raised by the

Concessionaire or any other Person. The Guarantor’s obligations hereunder

shall subsist until all such demands are duly met and discharged in

accordance with the provisions hereof.

4. In order to give effect to this Guarantee, Authority shall be entitled to treat

the Guarantor as the principal debtor. The obligations of the Guarantor shall

not be affected by any variations in the terms and conditions of the

Concession Agreement or other documents or by the extension of time for

performance granted to the Concessionaire or postponement/non exercise/

delayed exercise of any of its rights by Authority or any indulgence shown by

Authority to the Concessionaire and the Guarantor shall not be relieved from

its obligations under this Guarantee on account of any such variation,

extension, postponement, non-exercise, delayed exercise of any of its rights

by Authority or any indulgence shown by Authority, provided nothing

contained herein shall enlarge the Guarantor’s obligation hereunder.

5. This Guarantee shall be irrevocable and shall remain in full force and effect

until ______ unless discharged/ released earlier by Authority in accordance

with the provisions of the Concession Agreement. The Guarantor’s liability in

aggregate be limited to a sum of Rs 10, 00,000.00 (Rs Ten Lakhs only).

6. This Guarantee shall not be affected by any change in the constitution or

winding up of the Concessionaire/the Guarantor or any absorption, merger or

amalgamation of the Concessionaire/the Guarantor with any other Person.

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7. The Guarantor has power to issue this guarantee and discharge the

obligations contemplated herein, and the undersigned is duly authorised to

execute this Guarantee pursuant to the power granted under

______________. IN WITNESS WHEREOF THE GUARANTOR HAS SET ITS HANDS HEREUNTO ON THE DAY, MONTH AND YEAR FIRST HEREINABOVE WRITTEN. SIGNED AND DELIVERED by ____________________________________Bank by the hand of Shri _______________________ its __________________and authorised official.

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APPENDIX 5: Details of Bidder 1. a) Name:

b) Country of incorporation:

c) Address of the corporate headquarters and its branch office(s), if any, in India: (d) Date of incorporation and/ or commencement of business:

2. Brief description of the Company including details of its main lines of business

and proposed role and responsibilities in this Project]: 3. Details of individual(s) who will serve as the point of contact/ communication for

the Authority:

a) Name:

b) Designation:

c) Company:

d) Address:

e) Telephone Number:

f) E-Mail Address:

g) Fax Number: 4. Particulars of the Authorized Signatory of the Bidder:

a) Name:

b) Designation:

c) Address:

d) Phone Number:

e) Fax Number: 5. In case of a Consortium:

a) The information above (1-4) should be provided for all the Members of the Consortium.

b) A copy of the Jt. Bidding Agreement, as envisaged in Clause 2.2.6(g) should

be attached to the Application.

c) Information regarding the role of each Member should be provided as per table below:

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S No Name of Member Role* Percentage of equity in

the Consortium

1

2

3

4

* The role of each Member, as may be determined by the Bidder, should be indicated in accordance with instruction 4.

d) The following information shall also be provided for each Member of the

Consortium:

Name of Bidder/ member of Consortium:

S No Criteria Yes No

1 Has the Bidder/ constituent of the Consortium been barred by the [Central/ State] Government, or any entity controlled by it, from participating in any project (BOT)?

2 If the answer to 1 is yes, does the bar subsist as on the date of Application?

3 Has the Bidder/ constituent of the Consortium paid liquidated damages of more man 5% of the contract value in a contract due to delay or has been penalised due to any other reason in relation to execution of a contract, in the last three years?

6. A statement by the Bidder and each of the Members of its Consortium (where

applicable) or any of their Associates disclosing material non-performance or

contractual non-compliance in past projects, contractual disputes and litigation/

arbitration in the recent past is given below (Attach extra sheets, if necessary).

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APPENDIX 6: Format for Financial Proposal [Letterhead paper of the Bidder, or partner responsible for a consortium, including full postal address, telephone no., fax no. and E-mail and cable address]

Date: To, Managing Director Gujarat Medical Services Corporation Ltd Block No. 14, 1st Floor, Dr. Jivraj Mehta Bhavan, Old Sachivalay, Sector – 10, Gandhinagar – 382 010, Gujarat, India Re: Setting-up of MRI, CT scan and allied infrastructure facilities in diagnostic centers and offering diagnostic Services in Radiology in Diagnostic Centers at Government & GMERS Medical Colleges in Gujarat (the “Project”). Sir, Being duly authorized to represent and act on behalf of ............................ (Hereinafter referred to as "the Bidder"), and having examined the bidding documents with addendum we offer to execute the Service Level Agreement for “Setting-up of MRI, CT Scan and allied infrastructure facilities in diagnostic

centers and offering diagnostic Services in Radiology in Diagnostic Centers at Government & GMERS Medical Colleges in Gujarat” on Supply, Own and Operate (“SOO”) basis in accordance with the Conditions of Service Level Agreement, specifications at the quotation given below. 2. Attached to this Form of Bid are the following along with the qualification information as required in Section 3 and in the formats given there in,

(a) Bidder's legal status;

(b) Principal place of Business;

(c) Place of Incorporation (for Bidders who are corporations); or the place of

registration and the nationality of the owners (for Bidders who are

partnerships or individually owned firms); and

(d) Authority letter(s) for signatory(ies)

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3. The Gujarat Medical Services Corporation Ltd, Gujarat and/or his authorized

representatives are hereby authorized to conduct any inquiries or investigations to

verify the statements, documents, and information submitted in connection with this

bid and to seek clarification from our bankers, clients regarding any financial and

technical aspects. This Form of Bid will also serve as authorization to any individual

or authorized representative of any institution referred to in the supporting

information to provide such information deemed necessary and requested by you to

verify statements and information provided in this bid such as the resources,

experience, and competence of the Bidder. 4. The Gujarat Medical Services Corporation Ltd, Gujarat and/or his authorized

representatives may contact the following persons for further information1: General and managerial inquiries

Contact 1 Address & Communication Facilities (Telephone, Fax No. & E-mail address etc.)


Personnel inquiries



Technical inquiries



Financial inquiries



1 Applications by consortiums should provide on a separate sheet similar information for each party to the bid.

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5. This bid is made in the full understanding that:

(a) bids will be subject to verification of all qualification information submitted

along with this bid;

(b) The Gujarat Medical Services Corporation Ltd, Government of Gujarat

reserves the right to reject or accept any bid, cancel the bidding process, and

reject all bids;

(c) The Gujarat Medical Services Corporation Ltd shall not be liable for any such actions under 5 (b) above;

(d) The Bid and the letter of Acceptance of it shall constitute a binding contract

between us and Gujarat Medical Services Corporation Ltd, Government of

Gujarat. 6. Appended to this bid, we give details of the participation of each party, including capital contribution and profit/loss agreements, to the Consortium.

7. We confirm that if the bid, as well as any resulting contract, will be

(a) signed so as to legally bind all partners, jointly and severally; and

(b) submitted with a consortium agreement providing the joint and several

liabilities of all partners in the event the contract is awarded to us. 8. The undersigned declare that the statements made and the information provided

in the duly completed bid and the qualification information given as per Annexure II

are complete, true and correct in every detail. Signed Signed

Name Name

For and on behalf of (name of Bidder or For and on behalf of (name of partner) partner in charge of a Consortium )

Signed Signed

Name Name

For and on behalf of (name of partner) For and on behalf of (name of partner)

Page 49

Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. We hereby confirm that this Bid complies with the Bid validity and Bid Security required by the bidding documents. We undertake that, in competing for (and if the award is made to us, in executing)

the above contract, we will strictly observe the laws against fraud and corruption in

force in India namely “Prevention of Corruption Act 1988”. Authorized Signature: Name and Title of Signatory: Name of Bidder: Address:

Page 50


Financial Proposal

MRI Study

Market rate of

MRI

QUOTED RATES (as percentage

+/- of market rates with man

power machine and reporting)

inclusive of all taxes

Brain 4500

Epilepsy Protocol 5000

MR Angio Brain/ Neck 5000

MR Venogram 5000

Angio-Head + Neck(non contrast) 8000

Spine-One Region 4500

Whole spine screening with Spine 1500

Whole spine screening with Brain 2500

Contrast Studies(One Region) 3000

Joint (Any). 5500

MRCP 5500

Abdomen/Pelvis 6000

Abdomen-Pelvis 8000

MR spectro with MR Plain & Contrast 9500

Market rate of CT

S No. Test

Market rate without contrast


+/- of market rates)


Market rate with contrast


+/- of market rates) inclusive of

all taxes with machine manpower and reporting

1 Brain 1800

2500

2 Thorax 3500 4800 3 Abdomen 4500 6000 4 IVP 3500 4500

5 Para nasal sinus(ENT) 2800

6 Neck 4000 5000

7 3D/Temporal Bone 4000 5000

8 Dental Scan(1Region) 2000

9 Angio Brain/Neck 8000

10 Angio Head & Neck 10000

11 Pulmonary Angio 11000

12

CT Angio-Peripheral(Limbs) 12000

13 CT Angio-Renal 8500

14 Renal Angio(Donor) 9500

15

Mensentric Abdominal Bifurcation 10000

16

Arch of Aorta to Abdominal Bifurcation 12000

17 Coronary Angio 10000 18 CT Biopsy 6000 19 Emergency Brain 1000

20 Emergency Others 2500

RATES FOR ONLY REPORTING OF CT & MRI AT PLACES WHERE CT/MRI MACHINE OWNED BY DEPARTMENT IS AVAILABLE BUT NO MANPOWER AVAILABLE

Reporting charges per scan (including charges for technician to take the scan) Inclusive of all taxes

CT

MRI

Authorized Signature:

Name and Title of Signatory:

Name of Bidder:

Note: On the Letterhead of the Bidder and to be signed by the bidder.

In case of difference in amount quoted in figures and words, the lower value would be considered for evaluation.

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APPENDIX 7 A: Format for Technical Capability Proposal

To be provided on the Letterhead of the Bidder and to be signed by the Bidder

To be provided by each member of the consortium having equity participation of 26% or more

The Bidder should provide details of each center on separate sheets.

Previous Experience of the bidder in Setting-up of MRI, CT Scan and allied

infrastructure facilities in diagnostic centers and offering diagnostic Services in

Radiology in Diagnostic Centers at Government & GMERS Medical Colleges in Gujarat

(the “Project”) based on number of years of experience:

S No Name of the Diagnostic Center Location/ City/ Date of Start of

District/ State Commercial Operations

1

2

3

4

…………………………………………….

Name of the Bidder

…………………………………………….

Signature of the Authorised Person

…………………………………………….

Name of the Authorised Person

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APPENDIX 7 B: Eligible Projects in the Radiology Sector

To be provided on the Letterhead of the Bidder and to be signed by the Bidder

To be provided by each member of the consortium having equity participation of 26% or more

Number of diagnostic service machines installed by the Bidder in the Eligible Projects in the Radiology Sector:

S No Name of the Location Machine Invoice No Date of

facility type Installation

1

2

3

4

The Bidder shall submit copy of original invoice/ Lease Agreement and copy of Annual Maintenance Agreement (AMC) contract for each machine separately.

…………………………………………….

Name of the Bidder

…………………………………………….

Signature of the Authorised Person

…………………………………………….

Name of the Authorised Person

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APPENDIX 7 C: Format of Affidavit for showing previous experience

(Refer Clause 4.1.1 (v))

(To be executed on Stamp paper of appropriate value) 1. With reference to your RFP document dated ……………, I/we, having examined the

RFP document and understood its contents, hereby state that we have a prior experience of [mention number of years] in operating and managing Eligible

Projects the Radiology Sector. I/we, solemnly state that the contents of this affidavit are true to the best of my knowledge and belief and that it conceals noting and that no part of it is false. Date: (Signature, name and designation of the Authorized Signatory) DEPONENT Place: Name and seal of the Bidder/ Lead Member

Verification I verify that the contents of this affidavit are true to the best of my knowledge and belief. Date: (Signature, name and designation of the Authorised Signatory) DEPONENT Place: Name and seal of the Bidder/ Lead Member *If necessary, Bidders may modify the language of this affidavit.

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APPENDIX 7 D: Format of Affidavit for showing employment of

clinical manpower

(Refer Clause 1.24.2 (5))

(To be executed on Stamp paper of appropriate value)

1. With reference to your RFP document dated ……………, I/we, having examined the

RFP document and understood its contents, hereby state that we have employed

the following individuals in whole-time employment in our diagnostic center to render Radiological Services:

Sl. No. Name of Employee Qualification Designation Period of employment Total period of employment

2. Based on the above, I/we hereby state that I/we have employed a whole-time

MBBS/DMRE/DMRD/MD Radiologist for rendering Radiological Services, for more

than 3 years preceding the Proposal Due Date.

I/we, solemnly state that the contents of this affidavit are true to the best of my knowledge and belief and that it conceals noting and that no part of it is false.

Date: (Signature, name and designation of the Authorized Signatory)

DEPONENT

Place: Name and seal of the Bidder/ Lead Member

Verification

I verify that the contents of this affidavit are true to the best of my knowledge and belief.

Date: (Signature, name and designation of the Authorized Signatory)

DEPONENT

Place: Name and seal of the Bidder/ Lead Member

*If necessary, Bidders may modify the language of this affidavit.

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APPENDIX 8: Format for Financial Capability Proposal

(Equivalent in Rs. Crores)

Annual Turn over Net Worth

Bidder Type (1) Year 1 Year 2 Year 3

2014-15 2013-14 2012-13 2014-15

Sole Bidder

Lead Member of Consortium

Consortium Member 2

Consortium Member 3

Consortium Member 4

Consortium Member 5

Consortium Member 6

Total

Name & address of Bidder’s Bankers:

* Note:

An Bidder consisting of a single entity should fill in details as per the row

titled Single entity Bidder and ignore the rows titled Consortium Members. In

case of a Consortium, row titled Single entity Bidder may be ignored.

The Bidder should provide details of its own Financial Capacity or of an Associate as specified in RFQ cum RFP.

For conversion of US Dollars to Rupees, the rate of conversion shall be Rupees [60 (sixty)] to a US Dollar. In case of any other currency, the same

shall first be converted to US Dollars as on the date 60 (sixty) days prior to

the Application Due Date, and the amount so derived in US Dollars shall be

converted into Rupees at the aforesaid rate. The conversion rate of such

currencies shall be the daily representative exchange rates published by the

International Monetary Fund for the relevant date.

Instructions:

1. The Bidder/ its constituent Consortium Members shall attach copies of the

balance sheets, financial statements and Annual Reports for 3 (three) years

preceding the Application Due Date. The financial statements shall:

Page 57


a) reflect the financial situation of the Bidder or Consortium Members and its/ their Associates where the Bidder is relying on its Associate’s financials;

b) be audited by a statutory auditor;

c) be complete, including all notes to the financial statements; and

d) correspond to accounting periods already completed and audited (no

statements for partial periods shall be requested or accepted). 2. Net Worth shall mean (Subscribed and Paid-up Equity + Reserves) less

(Revaluation reserves + miscellaneous expenditure not written off + reserves not

available for distribution to equity shareholders). 3. Year 1 will be the latest completed financial year, preceding the bidding. Year 2

shall be the year immediately preceding Year 1 and so on. In case the Application

Due Date falls within 3 (three) months of the close of the latest financial year. 4. In the case of a Consortium, a copy of the Jt. Bidding Agreement shall be

submitted in accordance with the RFQ cum RFP document. 5. The Bidder shall also provide the name and address of the Bankers to the Bidder. 6. The Bidder shall provide an Auditor’s Certificate specifying the net worth of the

Bidder and also specifying the methodology adopted for calculating such net worth in accordance with the RFQ cum RFP document.

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(Equivalent in Rs. Crores)

Experience Average Annual

Equivalent Rs. crores Turn over

Bidder Type (1)

Turnover from Eligible Projects the

Radiology Sector

Year 1 Year 2 Year 3

2014-15 2013-14 2012-13 2014-15

Sole Bidder

Lead Member of Consortium

Consortium Member 2

Consortium Member 3

Consortium Member 4

Consortium Member 5

Consortium Member 6

Total

Provide details of only those projects that have been undertaken by the Bidder under its own name and/ or by an Associate specified in Clause 2.2.9. In case the

Proposal Due Date falls within 3 (three) months of the close of the latest financial

year, refer to Clause 2.2.12. # An Bidder consisting of a single entity should fill in

details as per the row titled Single entity Bidder and ignore the rows titled

Consortium Member. In case of a Consortium, the row titled Single entity Bidder

may be ignored. In case credit is claimed for an Associate, necessary evidence to

establish the relationship of the Bidder with such Associate, in terms of Clause

2.2.9, shall be provided. * Member Code shall indicate NA for Not Applicable in

case of a single entity Bidder. For other Members, the following abbreviations are

suggested viz. LM means Lead Member, TM means Technical Member, FM means

Financial Member, OMM means Operation & Maintenance Member, OM means

Other Member.

For conversion of US Dollars to Rupees, the rate of conversion shall be Rupees [60 (sixty)] to a US Dollar. In case of any other currency, the same shall first be

converted to US Dollars as on the date 60 (sixty) days prior to the Application

Due Date, and the amount so derived in US Dollars shall be converted into

Rupees at the aforesaid rate. The conversion rate of such currencies shall be the

Page 59


daily representative exchange rates published by the International Monetary Fund for the relevant date.

The Revenues collected over the past 5 (five) financial years preceding the

Application due date from operating and managing Eligible Projects in the

Radiology Sector must be stated. The revenues stated in this Annex must correspond with the certificate provided by the statutory auditors.

If there is any component of service tax or any other tax in the user charges that are collected from the patients, such taxes will not be counted towards

calculation of the revenues that have been collected by the Bidder from operating and managing Eligible Projects in the Radiology Sector.

Page 60


Appendix 9 A Format for Power of Attorney for signing of Bid

(Refer Clause 1.2.3) Know all men by these presents, We, …………………………… (name of the firm and

address of the registered office) do hereby irrevocably constitute, nominate, appoint

and authorise Mr./ Ms (Name), son/daughter/wife of ……………………………… and

presently residing at ………………………………….., who is presently employed with us/ the

Lead Member of our Consortium and holding the position of ………………………….., as our

true and lawful attorney (hereinafter referred to as the “Attorney”) to do in our name

and on our behalf, all such acts, deeds and things as are necessary or required in

connection with or incidental to submission of our bid for the ***** Project proposed

or being developed by the ***** (the “Authority”) including but not limited to

signing and submission of all applications, bids and other documents and writings,

participate in bidders’ and other conferences and providing information / responses

to the Authority, representing us in all matters before the Authority, signing and

execution of all contracts including the Concession Agreement and undertakings

consequent to acceptance of our bid, and generally dealing with the Authority in all

matters in connection with or relating to or arising out of our bid for the said Project

and/or upon award thereof to us and/or till the entering into of the Concession

Agreement with the Authority. AND we hereby agree to ratify and confirm and do

hereby ratify and confirm all acts, deeds and things done or caused to be done by

our said Attorney pursuant to and in exercise of the powers conferred by this Power

of Attorney and that all acts, deeds and things done by our said Attorney in exercise

of the powers hereby conferred shall and shall always be deemed to have been done

by us. IN WITNESS WHEREOF WE, ………………………….., THE ABOVE NAMED PRINCIPAL HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS ……………………… DAY OF …………………….., 20.….. Witnesses: 1.

2. For…………………………….. (Signature, name, designation and address)

Accepted Notarised

(Signature, name, designation and address of the Attorney) Notes:

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. Y The mode of execution of the Power of Attorney should be in accordance with the

procedure, if any, laid down by the applicable law and the charter documents of the

executant(s) and when it is so required, the same should be under common seal

affixed in accordance with the required procedure. Y Wherever required, the Bidder should submit for verification the extract of the

charter documents and documents such as a board or shareholders resolution/

power of attorney in favour of the person executing this Power of Attorney for the

delegation of power hereunder on behalf of the Bidder. Y For a Power of Attorney executed and issued overseas, the document will also have

to be legalized by the Indian Embassy and notarized in the jurisdiction where the

Power of Attorney is being issued. However, the Power of Attorney provided by

Bidders from countries that have signed the Hague Legislation Convention, 1961 are

not required to be legalized by the Indian Embassy if it carries a conforming

Appostille certificate.

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APPENDIX 9 B: Power of Attorney for Lead Member of Consortium

(Refer Clause 1.2.5) Whereas the Gujarat Medical Services Corporation Ltd has invited applications from

eligible bidders for Setting-Up of MRI, CT Scan and allied infrastructure facilities in

diagnostic centers and offering diagnostic Services in Radiology in Diagnostic Centers

at Government & GMERS Medical Colleges in Gujarat (the “Project”). The project

would be on Supply, Own and Operate (“SOO”) basis in the Public Private

Partnership (PPP) mode under and in accordance with the provisions of a [long-term]

concession agreement. Whereas, …………………….., …………………….., …………………….. and …………………….. (collectively the “Consortium”) being Members of the Consortium are interested in

bidding for the Project in accordance with the terms and conditions of the Request

for Qualification cum Proposal (RFP) and other connected documents in respect of

the Project, AND Whereas, it is necessary for the Members of the Consortium to designate one of

them as the Lead Member with all necessary power and authority to do for and on

behalf of the Consortium, all acts, deeds and things as may be necessary in

connection with the Consortium’s bid for the Project and its execution. NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS We, …………………….. having our registered office at …………………….., M/s. …………………….. having our registered office at …………………….., M/s. …………………….. having our registered office at …………………….., and M/s. …………………….. having our registered office at …………………….., (hereinafter collectively referred to as the “Principals”) do hereby irrevocably

designate, nominate, constitute, appoint and authorise M/s. …………………….. having its

registered office at …………………….., being one of the Members of the Consortium, as

the Lead Member and true and lawful attorney of the Consortium (hereinafter

referred to as the “Attorney”). We hereby irrevocably authorise the Attorney (with power to sub-delegate) to

conduct all business for and on behalf of the Consortium and any one of us during

the bidding process and, in the event the Consortium is awarded the

concession/contract, during the execution of the Project and in this regard, to do on

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. our behalf and on behalf of the Consortium, all or any of such acts, deeds or things

as are necessary or required or incidental to the pre-qualification of the Consortium

and submission of its bid for the Project, including but not limited to signing and

submission of all applications, bids and other documents and writings, participate in

bidders and other conferences, respond to queries, submit information/ documents,

sign and execute contracts and undertakings consequent to acceptance of the bid of

the Consortium and generally to represent the Consortium in all its dealings with the

Authority, and/ or any other Government Agency or any person, in all matters in

connection with or relating to or arising out of the Consortium’s bid for the Project

and/ or upon award thereof till the Concession Agreement is entered into with the

Authority. AND hereby agree to ratify and confirm and do hereby ratify and confirm

all acts, deeds and things done or caused to be done by our said Attorney pursuant

to and in exercise of the powers conferred by this Power of Attorney and that all

acts, deeds and things done by our said Attorney in exercise of the powers hereby

conferred shall and shall always be deemed to have been done by us/ Consortium. IN WITNESS WHEREOF WE THE PRINCIPALS ABOVE NAMED HAVE EXECUTED THIS POWER OF ATTORNEY ON THIS …………………. DAY OF ………., 20.....… For …………………….. (Signature) …………………….. (Name & Title) For …………………….. (Signature) …………………….. (Name & Title) For …………………….. (Signature) …………………….. (Name & Title) Witnesses: 1.

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. 2. ……………………………………… (Executants) (To be executed by all the Members of the Consortium) Notes:

1. The mode of execution of the Power of Attorney should be in accordance with

the procedure, if any, lay down by the applicable law and the charter

documents of the executants(s) and when it is so required, the same should

be under common seal affixed in accordance with the required procedure.

2. Also, wherever required, the Bidder should submit for verification the extract

of the charter documents and documents such as a board or shareholders’

resolution/ power of attorney in favour of the person executing this Power of

Attorney for the delegation of power hereunder on behalf of the Bidder. For a Power of Attorney executed and issued overseas, the document will also have

to be legalised by the Indian Embassy and notarised in the jurisdiction where the

Power of Attorney is being issued. However, the Power of Attorney provided by

Bidders from countries that have signed The Hague Legislation Convention, 1961 are

not required to be legalised by the Indian Embassy if it carries a conforming

Appostille certificate.

Page 65


APPENDIX 10: Joint Bidding Agreement (To be executed on Stamp paper of appropriate value) THIS JOINT BIDDING AGREEMENT is entered into on this the ………… day of ………, 201_ AMONGST 1. {………… Limited, a company incorporated under the Companies Act, 1956} and

having its registered office at ………… (hereinafter referred to as the “First Part” which

expression shall, unless repugnant to the context include its successors and

permitted assigns) AND 2. {………… Limited, a company incorporated under the

Companies Act, 1956} and having its registered office at ………… (hereinafter referred

to as the “Second Part” which expression shall, unless repugnant to the context

include its successors and permitted assigns) AND 3. {………… Limited, a company

incorporated under the Companies Act, 1956 and having its registered office at ………… (hereinafter referred to as the “Third Part” which expression shall, unless

repugnant to the context include its successors and permitted assigns)} AND 4.

{………… imited, a company incorporated under the Companies Act, 1956 and having

its registered office at ………… (hereinafter referred to as the “Fourth Part” which

expression shall, unless repugnant to the context include its successors and

permitted assigns)}$ The above mentioned parties of the FIRST, SECOND, {THIRD

and FOURTH} PART are collectively referred to as the “Parties” and each is

individually referred to as a “Party” WHEREAS Gujarat Medical Services Corporation

Ltd, represented by Managing Director and having its office at Block No. 14, 1st

Floor, Dr. Jivraj Mehta Bhavan, Old Sachivalay, Sector – 10, Gandhinagar – 382 010,

Gujarat, India, hereinafter referred to as “The Authority”, which expression shall,

unless repugnant to the context or meaning thereof include its administrators,

successors or assigns has invited applications (the Applications”) by its Request for

Proposal No. ………… dated …………(the “RFP”) for short-listing of bidders for Setting-

Up of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and

offering diagnostic Services in Radiology in Diagnostic Centers at Government &

GMERS Medical Colleges in Gujarat. The project would be on Supply, Own and

Operate (“SOO”) basis in the Public Private Partnership (PPP) mode under and in

accordance with the provisions of a [long- term] concession agreement. The Parties are interested in jointly bidding for the Project as members of a

Consortium and in accordance with the terms and conditions of the RFP document

and other bid documents in respect of the Project, and It is a necessary condition

under the RFP document that the members of the Consortium shall enter into a Joint

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. Bidding Agreement and furnish a copy thereof with the Application. NOW IT IS HEREBY AGREED as follows: 1. Definitions and Interpretations

a) In this Agreement, the capitalised terms shall, unless the context otherwise requires, have the meaning ascribed thereto under the RFP.

2. Consortium

a) The Parties do hereby irrevocably constitute a consortium (the “Consortium”) for the purposes of jointly participating in the Bidding Process for the Project.

b) The Parties hereby undertake to participate in the Bidding Process only

through this Consortium and not individually and/ or through any other

consortium constituted for this Project, either directly or indirectly or through

any of their Associates. 3. Covenants

a) The Parties hereby undertake that in the event the Consortium is declared the

Successful Bidder and awarded the Project, it shall incorporate a special

purpose vehicle (the “SPV”) under the Indian Companies Act, 1956 for

entering into a Concession Agreement with the Authority and for performing

all its obligations as the Concessionaire in terms of the Concession Agreement

for the Project. 4. Role of the Parties The Parties hereby undertake to perform the roles and responsibilities as described below:

a) Party of the First Part shall be the Lead member of the Consortium and shall

have the power of attorney from all Parties for conducting all business for and

on behalf of the Consortium during the Bidding Process and until the

Appointed Date under the Concession Agreement when all the obligations of

the SPV shall become effective;

b) Party of the Second Part shall be the Technical Member of the Consortium;

c) Party of the Third Part shall be the Financial Member of the Consortium;

d) Party of the Fourth Part shall be the Operation and Maintenance Member/ Other Member of the Consortium.

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. 5. Joint and Several Liabilities

a) The Parties do hereby undertake to be jointly and severally responsible for all

obligations and liabilities relating to the Project and in accordance with the

terms of the RFP and the Concession Agreement, till such time as the

Financial Close for the Project is achieved under and in accordance with the

Concession Agreement. 6. Shareholding in the SPV

a) The Parties agree that the proportion of shareholding among the Parties in the SPV shall be as follows:

• First Party: ............................ • Second Party: ......................... • Third Party: ............................ • Fourth Party: ..........................

b) The Parties undertake that a minimum of 26% (twenty six per cent) of the

subscribed and paid up equity share capital of the SPV shall, at all times till

the second anniversary of the date of commercial operation of the Project, be

held by the Parties of the First, {Second and Third} Part whose experience

and net worth have been reckoned for the purposes of qualification and short-

listing of Bidders for the Project in terms of the RFP.

c) The Parties undertake that each of the Parties specified in Clause 6 (b) above

shall, at all times between the commercial operation date of the Project and

the second anniversary thereof, hold subscribed and paid up equity share

capital of SPV equivalent to at least 5% (five per cent) of the Total Project

Cost.

d) The Parties undertake that they shall collectively hold at least 51% (fifty one

per cent) of the subscribed and paid up equity share capital of the SPV at all

times until two (2) years of the commercial operation date of the Project.

e) The Parties undertake that they shall comply with all equity lock-in requirements set forth in the Concession Agreement.

Page 68


f) The Parties undertake that the O&M Member shall subscribe and hold at least

10% (ten per cent) of the subscribed and paid up equity shares in the SPV in

terms of the Concession Agreement. 7. Representation of the Parties Each Party represents to the other Parties as of the date of this Agreement that:

a) Such Party is duly organised, validly existing and in good standing under the

laws of its incorporation and has all requisite power and authority to enter

into this Agreement;

b) The execution, delivery and performance by such Party of this Agreement has

been authorised by all necessary and appropriate corporate or governmental

action and a copy of the extract of the charter documents and board

resolution/ power of attorney in favour of the person executing this

Agreement for the delegation of power and authority to execute this

Agreement on behalf of the Consortium Member is annexed to this

Agreement, and will not, to the best of its knowledge:

i) require any consent or approval not already obtained;

ii) violate any Applicable Law presently in effect and having applicability to it;

iii) violate the memorandum and articles of association, by-laws or other applicable organizational documents thereof;

iv) violate any clearance, permit, concession, grant, license or other

governmental authorization, approval, judgment, order or decree or any

mortgage agreement, indenture or any other instrument to which such

Party is a party or by which such Party or any of its properties or assets

are bound or that is otherwise applicable to such Party; or

v) create or impose any liens, mortgages, pledges, claims, security interests,

charges or Encumbrances or obligations to create a lien, charge, pledge,

security interest, encumbrances or mortgage in or on the property of such

Party, except for encumbrances that would not, individually or in the

aggregate, have a material adverse effect on the financial condition or

prospects or business of such Party so as to prevent such Party from

fulfilling its obligations under this Agreement;

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Bid Document for establishment, operation and maintenance of MRI, CT scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode.

c) This Agreement is the legal and binding obligation of such Party, enforceable in accordance with its terms against it.

d) There is no litigation pending or, to the best of such Party’s knowledge,

threatened to which it or any of its Affiliates is a party that presently affects

or which would have a material adverse effect on the financial condition or

prospects or business of such Party in the fulfillment of its obligations under

this Agreement. 8. Termination

a) This Agreement shall be effective from the date hereof and shall continue in

full force and effect until the Financial Close of the Project is achieved under

and in accordance with the Concession Agreement, in case the Project is

awarded to the Consortium.

b) However, in case the Consortium is either not pre-qualified for the Project or

does not get selected for award of the Project, the Agreement will stand

terminated in case the Bidder is not pre-qualified or upon return of the Bid

Security by the Authority to the Bidder, as the case may be. 9. Miscellaneous This Joint Bidding Agreement shall be governed by laws of India. The Parties acknowledge and accept that this Agreement shall not be amended by the Parties without the prior written consent of the Authority. IN WITNESS WHEREOF THE PARTIES ABOVE NAMED HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE WRITTEN. SIGNED, SEALED AND DELIVERED For and on behalf of: LEAD MEMBER

by: (Signature)

(Name)

(Designation)

(Address) SIGNED, SEALED AND DELIVERED For and on behalf of: SECOND PART by:

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Bid Document for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centers and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat in Public Private Partnership Mode. (Signature) (Name) (Designation) (Address) SIGNED, SEALED AND DELIVERED For and on behalf of: THIRD PART

by: (Signature)

(Name)

(Designation)

(Address) SIGNED, SEALED AND DELIVERED For and on behalf of: FOURTH PART

by: (Signature)

(Name)

(Designation)

(Address) In the presence of: 1) 2) Notes:

1. The mode of the execution of the Joint Bidding Agreement should be in accordance with the procedure, if any, lay down by the Applicable Law and the charter documents of the executants(s) and when it is so required, the same should be under common seal affixed in accordance with the required procedure.

2. Each Joint Bidding Agreement should attach a copy of the extract of the

charter documents and documents such as resolution / power of attorney in favour of the person executing this Agreement for the delegation of power and authority to execute this Agreement on behalf of the Consortium Member.

3. For a Joint Bidding Agreement executed and issued overseas, the document

shall be legalized by the Indian Embassy and notarized in the jurisdiction here

the Power of Attorney has been executed.

Page 71


APPENDIX 11: Draft Service Level Agreement

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Draft Service Level Agreement for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat.

Draft Service Level Agreement

for

Establishment of MRI, CT Scan & Offering Services of Radiology in Diagnostic Centres

at Government and Gujarat Medical Education Research Society (GMERS)

Medical Colleges in Gujarat in Public Private Partnership Mode.

Between

Managing Director, Gujarat Medical Services Corporation Ltd

&

(Name of Concessionaire) Gujarat Medical Services Corporation Limited Page 1


Table of Contents ARTICLE 1: DEFINITIONS AND INTERPRETATION ................................................................... 6

1.1. Definitions .................................................................................................................. 6 1.2. Interpretation ............................................................................................................ 6 1.3. Measurements and Arithmetic Conventions ................................................................. 8 1.4. Ambiguities within Agreement .................................................................................... 8 1.5. Priority of documents ................................................................................................. 8

ARTICLE 2: SCOPE OF THE PROJECT ....................................................................................... 9 2.1. Scope of the Project .................................................................................................... 9

ARTICLE 3: GRANT OF CONCESSION ..................................................................................... 11 3.1. Grant of Concession .................................................................................................. 11 3.2. Concession Period..................................................................................................... 11 3.3. Scheduled Commercial Operation Date ...................................................................... 11 3.4. Commercial Operation Date ....................................................................................... 12 3.5. Acceptance of Concession ......................................................................................... 13 3.6. Entitlements of the Concessionaire ............................................................................ 13

ARTICLE 4: PROJECT SITE .................................................................................................... 15 4.1. Handover of the Project Site ..................................................................................... 15 4.2. Rights, Title and Use of the Project Site ..................................................................... 15 4.3. Peaceful Possession .................................................................................................. 16 4.4. Applicable Permits .................................................................................................... 17 4.5. Hazardous Substances .............................................................................................. 17

ARTICLE 5: RIGHTS, OBLIGATIONS AND UNDERTAKINGS OF THE CONCESSIONAIRE ............. 18 5.1. Obligations of the Concessionaire .............................................................................. 18 5.2. Employment of trained personnel .............................................................................. 19 5.3. Other Obligations ..................................................................................................... 19 5.4. No Breach of Obligations ........................................................................................... 29 5.5. Access and Assured Availability of the Project Facilities ............................................. 29 5.6. Expenses towards Statutory Deposits and Charges .................................................... 30 5.7. Erection of Sign Board .............................................................................................. 30 5.8. Activities Prior to COD .............................................................................................. 30 5.9. Undertakings of the Concessionaire ........................................................................... 31 5.10.Rights of the Concessionaire .................................................................................... 37

ARTICLE 6: RIGHTS, OBLIGATIONS AND UNDERTAKINGS OF THE AUTHORITY ....................... 38 6.1 Specific Obligations .................................................................................................. 38 6.2 General Obligations .................................................................................................. 38 6.3 Collection of User Charges ........................................................................................ 39 6.4 Monitoring, Assessment and Inspection ..................................................................... 40 6.5 Inspection .................................................................................................................42 6.6 Independent Auditor ................................................................................................. 44

ARTICLE 7: COLLECTION & PAYMENT OF USER CHARGES ...................................................... 47 7.1. Collection & Payment of User Charges ....................................................................... 47 7.2. Advertisement / Hoarding ......................................................................................... 48 7.3. Penalty ......................................................................................................................49 7.4. Change of Scope ....................................................................................................... 49 7.5. Procedure for Change of Scope .................................................................................. 49

ARTICLE 8: FORCE MAJEURE AND CHANGE IN LAW ............................................................... 51 Gujarat Medical Services Corporation Limited Page 2


8.1. Force Majeure Events ................................................................................................... 51 8.2. Obligations of the Parties ............................................................................................. 52 8.3. Performance of Obligations .......................................................................................... 53 8.4. Termination due to Force Majeure Event ...................................................................... 54 8.5. Liability for other losses, damages etc. ........................................................................ 55 8.6. Change in Law .............................................................................................................. 56

ARTICLE 9: EVENTS OF DEFAULT AND TERMINATION ............................................................... 57 9.1 Events of Default .......................................................................................................... 57 9.2 Termination due to an Event of Default ........................................................................ 58 9.3 Rights of the Authority on Termination ........................................................................ 61 9.4 Accrued Rights of Parties ............................................................................................. 62 9.5 Lenders’ Step-in Rights ................................................................................................ 62

ARTICLE 10: HANDBACK REQUIREMENTS ................................................................................. 64 10.1.Ownership .................................................................................................................... 64 10.2.Obligations of Parties ................................................................................................... 64 10.3.Authority’s Obligations................................................................................................. 64

ARTICLE 11: DISPUTE RESOLUTION.......................................................................................... 65 11.1.Amicable Resolution ..................................................................................................... 65 11.2.Arbitration.................................................................................................................... 65

ARTICLE 12: REPRESENTATIONS, WARRANTIES AND DISCLAIMER .......................................... 67 12.1.Representations and Warranties of the Concessionaire................................................ 67 12.2.Representations and Warranties of the Authority......................................................... 68 12.3.Obligation to Notify Change.......................................................................................... 69

ARTICLE 13: MISCELLANEOUS .................................................................................................. 70 13.1 Assignment and Charges .............................................................................................. 70 13.2 Governing Law and Jurisdiction.................................................................................... 70 13.3 Waiver.......................................................................................................................... 70 13.4 Survival ........................................................................................................................ 71 13.5 Amendments ................................................................................................................ 71 13.6 Notices ......................................................................................................................... 71 13.7 Severability .................................................................................................................. 72 13.8 No Partnership ............................................................................................................. 72 13.9 Language...................................................................................................................... 73 13.10 Exclusion of Implied Warranties etc..................................................................... 73 13.11 Counterparts ........................................................................................................ 73

Schedule A Minimum Technical Specifications and Standards of the Diagnostic Equipment...... 75 Schedule B User Charges to be collected by Concessionaire from Patients (Other than Economically Weaker Patient Cases) ........................................................................................ 95 SCHEDULE C Minimum Number of Clinical and Non-Clinical Manpower (Including Their Qualifications) .......................................................................................................................... 98 SCHEDULE D Cost of Equipment as decided by the Authority .................................................. 100 SCHEDULE E Format of Performance Security ......................................................................... 101 SCHEDULE F O&M Requirements ............................................................................................. 102 SCHEDULE G Design Specifications ......................................................................................... 106 SCHEDULE H Key Performance Indicators [Project Framework for KPIs and Incentive Mechanism] ............................................................................................................................ 108 SCHEDULE I Monthly Report ................................................................................................... 112 SCHEDULE J User Charges, Procedure and Payment to the Concessionaire for Economically Weaker Patient Cases ............................................................................................................. 116 SCHEDULE K Signed copy of Joint Bidding Agreement ............................................................ 119 Gujarat Medical Services Corporation Limited Page 3


CONCESSION AGREEMENT THIS CONCESSION AGREEMENT (herein after also referred to as the ‘Agreement’)

for Establishment up of MRI & CT Scan, Offering Services in Radiology in Diagnostic

Centres at Government & GMERS Medical Colleges in Gujarat is made on this the day

of _ , 2015 at Gandhinagar, Gujarat Between Managing Director, Gujarat Medical Services Corporation Ltd, represented by

Mr. --- ----having his Principal Office at 1stFloor, Block No. 14, Dr.Jivraj Mehta

Bhavan, Old Sachivalaya, Gandhinagar – 382010, Gujarat, India, on behalf of

Governor of Gujarat (hereinafter referred to as the “Facilitating Authority” which

expression shall, unless it be repugnant to the context or meaning thereof, include its

administrators, successors and permitted assigns) of the FIRST PART; And M/s ***, a company incorporated under the provisions of the Companies Act,

1956,having its registered office at *** (or M/s duly registered partnership firm), hereinafter referred to as “Concessionaire” which expression shall unless repugnant to the context include the successors and permitted assigns, represented herein through Mr. _, the Authorised Signatory, as authorised vide Board Resolution dated of the SECOND PART; (Each of the parties of the FIRST, SECOND and THIRD parts are hereinafter, as the

context may admit or require, individually referred to as a “Party” and collectively as

the “Parties”). WHEREAS,

A. The Authority is engaged in the delivery of public health care facilities in the

State of Gujarat and as part of this endeavour, the Authority has decided to

undertake establishment, operation and maintenance of MRI, CT Scan and

allied infrastructure facilities in diagnostic centres and offering diagnostic

services in radiology, at Government & GMERS Medical Colleges in Gujarat

(The “Project”) through Public-Private Partnership (the “PPP”). Gujarat Medical Services Corporation Limited Page 4

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat.

B. The Authority has invited bids in ***, for the project, in the name of

“Establishment, operation and maintenance of MRI, CT Scan and allied

infrastructure facilities in diagnostic centres and offering diagnostic services in

radiology, at Government & GMERS Medical Colleges in Gujarat in Public

Private Partnership Mode” for the selection of private participant(s) to whom

the right to develop the Project was to be awarded,

C. After evaluation of the responses received to the bids, the Authority accepted the proposal submitted by the Concessionaire and issued Letter of Acceptance

No. (Insert Letter No.)dated to the Concessionaire requesting to execute the Concession Agreement, which the

Concessionaire has acknowledged by its Letter No. dated _.

It is deemed necessary and expedient to enter into this Concession Agreement being

these presents to record the terms, conditions and covenants of the said Agreement

between the Parties. NOW THEREFORE, in consideration of the mutual covenants, promises, assurances,

representations and provisions set forth herein, the Parties hereto agree as follows – Gujarat Medical Services Corporation Limited Page 5


ARTICLE 1: DEFINITIONS AND INTERPRETATION 1.1. Definitions Terms and expressions used in this Agreement (including the Recitals) shall have

the meanings set out in Annexure 1. 1.2. Interpretation 1.2.1 In this Agreement, unless the context otherwise requires –

a. any reference to a statutory provision shall include such provision as is from

time to time modified or re-enacted or consolidated so far as such

modification or re-enactment or consolidation applies to, or is capable of being

applied to any transactions entered into hereunder;

b. references to Applicable Law shall include the laws, acts, ordinances, rules,

regulations, notifications, guidelines or bylaws which have the force of law;

c. the words importing singular shall include plural and vice versa, and words

denoting natural persons shall include partnerships, firms, companies,

corporations, joint ventures, trusts, associations, organisations or other

entities (whether or not having a separate legal entity);

d. the headings are for convenience of reference only and shall not be used in,

and shall not affect, the construction or interpretation of this Agreement;

e. the words “include” and “including” are to be construed without limitation;

f. any reference to day, month or year shall mean a reference to a calendar day,

calendar month or calendar year respectively;

g. 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;

h. any reference to any period of time shall mean a reference to that according

to Indian Standard Time (IST).

i. the Schedules to this Agreement form an integral part of this Agreement as

though they were expressly set out in the body of this Agreement;

j. any reference at any time to any agreement, deed, instrument, license or

document of any description shall be construed as reference to that

Gujarat Medical Services Corporation Limited Page 6


agreement, deed, instrument, license or other document as amended, varied,

supplemented, modified or suspended at the time of such reference;

k. references to recitals, articles, sub-articles, clauses, or Schedules in this

Agreement shall, except where the context otherwise requires, be deemed to

be references to recitals, Articles, sub-articles, clauses and Schedules of or to

this Agreement;

l. any agreement, consent, approval, authorisation, notice, communication,

information or report required under or pursuant to this Agreement from or by

any Party shall be valid and effectual only if it is in writing under the hands of

duly authorised representative of such Party in this behalf and not otherwise;

and

m. the damages payable by either Party to the other of them as set forth in this

Agreement, whether on per diem basis or otherwise, are mutually agreed

genuine pre-estimated loss and damage likely to be suffered and incurred by

the Party entitled to receive the same and are not by way of penalty or

liquidated damages (the “Damages”) 1.2.2 Unless expressly provided otherwise in this Agreement, any documentation

required to be provided or furnished by the Concessionaire to the Authority

shall be provided free of cost and in three copies, and if the Authority is

required to return any such documentation with their comments and/or

approval, they shall be entitled to retain two copies thereof. 1.2.3 The rule of construction, if any, that a contract should be interpreted against

the Parties responsible for the drafting and preparation thereof, shall not

apply. 1.2.4 Any word or expression used in this Agreement shall, unless otherwise defined

or construed in this Agreement, bear its ordinary English meaning and, for

these purposes, the General Clauses Act, 1897 shall not apply. 1.2.5 Any word or expression used in this Agreement but not defined hereunder

shall have the meaning ascribed to it in the Bid Documents.


Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 1.3. Measurements and Arithmetic Conventions 1.3.1 All measurements and calculations shall be in the metric system and

calculations done to 2 (two) decimal places, with the third digit of 5 (five) or

above being rounded up and below 5 (five) being rounded down, except in

money calculations where such amounts shall be rounded off to the nearest

INR.

1.4. Ambiguities within Agreement In case of ambiguities or discrepancies within this Agreement, the following

principles shall apply –

a. as between two Clauses of this Agreement, the provisions of a specific Clause

relevant to the issue under consideration shall prevail over those in a general

Clause;

b. as between the provisions of this Agreement and the Annexure, this

Agreement shall prevail, save and except as expressly provided otherwise in

this Agreement or the Annexure; and

c. as between any value written in numerals and that in words, the value in

words shall prevail.

1.5. Priority of documents This Agreement, including its Annexure, represents the entire agreement between

the Parties. If, in the event of a dispute as to the interpretation or meaning of this

Agreement, it should be necessary for the Parties to refer to documents forming part

of the bidding process leading to this Agreement, then such documents shall be

relied upon and interpreted in the following descending order of priority –

a. This Agreement along with the Annexure;

b. Letter of Award;

c. Response submitted to the RFP by the Concessionaire;

d. Addendum Gujarat Medical Services Corporation Limited Page 8


ARTICLE 2: SCOPE OF THE PROJECT 2.1. Scope of the Project The scope of the Project (the “Scope of the Project”), to be undertaken by the

Concessionaire, shall mean and include, during the Concession Period (7 years of

project period+ 3 years extendable after performance review) –

a. Setting up of the Project on the Project Sites together with provision of

Project Facilities (Empty constructed space with electric and water supply

connections will be given from government side);

b. procurement and installation of new diagnostic equipment of not less than the

specified minimum technical specifications as provided by the Authority and in

conformity with the Minimum Technical Specifications and Standards set forth

in Schedule A of this Agreement (for the purpose of clarification, it is

expressly stated that the Concessionaire would install only new diagnostic

equipment as per specification given in tender document in the Diagnostic

Centre. No refurbished, second hand or used diagnostic equipment shall be

installed);

c. operation, maintenance, regular up gradation of the Project(as per PPP terms

and conditions) and allied facilities of Diagnostic Centre in accordance with

the provisions of this Agreement and as per the service level indicators (as

defined in Article 5.3.9) provided by the Authority;

d. regular technology or Facility up gradation of the Project as and when

required by the Authority (Government or committee recommended) from

time to time for the convenience of the users and as per the service level

indicators provided by the Authority subject to the provision of clause 7.4 of

this Agreement;

e. perform all the diagnostic procedures in accordance with the service level

indicators as may be provided by the Authority and in accordance with Good

Industry Practice;

f. To ensure that sufficient Medical and Para medical manpower is available at

all times to conduct diagnostic tests as and when the patient comes for the

tests;


g. Performance and fulfilment of all other obligations of the Concessionaire in

accordance with the provisions of this Agreement and matters incidental

thereto or necessary for the performance of any or all of the obligations of the

Concessionaire under this Agreement.

h. Demand and recover the User Charges for the Project from the Users other

than the Economically Weaker Patients (as defined in Article 6.3) for using the

Services;

i. To set up facility for training to the medical student with research and paramedical staff as part of project.

j. Ensure adequate backup and retrieval of all data relating to tests performed

during the concession period and to make the data available as and when

demanded by the Authority within 24 hours.

k. The bidder may be asked to carry out reporting of scans wherever the department

does not have adequate manpower to take the scans and carry out reporting of the

same at approved rates (ref appendix 6 of the bid document)



ARTICLE 3: GRANT OF CT-MRI PPP Project

3.1. Grant of Concession 3.1.1. Subject to and in accordance with the terms and covenants set forth in this

Agreement, the Authority hereby grants and authorizes the Concessionaire to

finance, procure, install, design, operate, maintain, upgrade the Project, perform all

the related diagnostic procedures in Diagnostic Centres, Offering Services in

Radiology in Diagnostic Centres at Government & GMERS Medical Colleges in Gujarat

and to exercise and/ or enjoy the rights, powers, benefits, privileges, authorizations

and entitlements as set forth in this Agreement. (The “Concession”). 3.2. Concession Period 3.2.1. Subject to and in accordance with the terms and conditions set forth in this

Agreement, the Concessioning Authority hereby grants to the Concessionaire and the

Concessionaire hereby accepts the Concession for a period of 07 years 00 month &

00 days commencing from the date of execution of Agreement (hereinafter referred

to as the “Concession Period”). 3.2.2. Provided that, in the event of Termination, the Concession Period shall mean

and be limited to the period commencing from the date of execution of Agreement

and ending with the Termination Date.

3.2.3. Project period will be 7 years from date of award.

3.3. Scheduled Commercial Operation Date 3.3.1. Pursuant to Clause 4.1 (a) of this Agreement, the Authority has the obligation

to hand over the vacant and peaceful physical possession of the Project Sites with

appropriate electricity connection (other expenditure borne by concessionaries),

water connection and approach road at concerned Medical Colleges campus in

Gujarat to the Concessionaire. The Concessionaire is required to finance, procure,

install and establish the Project and make it ready for commercial operations within a

period of 3 (three)/4/6 months (time bound establishment of project)from the date

of award the Project Site has been handed over to the Concessionaire (“Scheduled

Commercial Operations Date”). Gujarat Medical Services Corporation Limited Page 11 Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat.

3.3.2 In case the Authority makes a delay in handing over the possession of the

Project Site to the Concessionaire, the Scheduled Commercial Operation Date shall

be accordingly extended such that the Concessionaire gets a period of 3 (three)

months to make the Project ready for commercial operations. 3.3.3. The Project shall be ready for commercial operations upon achievement of the

following:

a. the Project Sites for the Project has been designed and constructed in

accordance with the provisions of Schedule G (Design Specifications) of this

Agreement;

b. The Project Facilities have been provided for;

c. All the diagnostic equipment in accordance with Schedule A of this Agreement

have been installed;

d. The minimum number of clinical and non-clinical personnel as specified in

Schedule C of this Agreement have been engaged by the Concessionaire in

respect of the Project;

e. The Concessionaire having obtained the necessary Applicable Permits in

respect of the Project. 3.3.4. In case the Project is not ready for commercial operations by the Scheduled

Commercial Operations Date, the Authority may extend the Scheduled Commercial

Operations Date for a period of not more than 2 (two) months within which time the

concessionaire shall be required to set-up the Project and make it ready for

operations (if concessionaire fails then 10% of subsidy grant will be cut down for 2

months, if further delay every month 10% subsidy grant will be cut down). 3.3.5. In case the Concessionaire is unable to set-up the Project and make it ready

for operations even within the extended time provided by the Authority in

accordance with Clause 3.5, the Concessionaire shall pay to the Authority damages

in an amount calculated at the rate of 0.1% (zero point one per cent of total

performance security) of the Performance Security for each day's delay, subject to a

maximum of 20% (twenty percent) of the Performance Security, until the Project has

been set-up and made operational it is in addition to deduction in subsidy .


Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 3.4. Commercial Operation Date 3.4.1. Upon completion of the activities mentioned in Clause 3.3.2, the

Concessionaire shall notify the Authority that the Project is ready for commercial

operations. 3.4.2. The Authority shall conduct necessary inspection of the Project in order to

ascertain that the activities mentioned in Clause 3.3.2 have been fulfilled and that

the Project is ready for commercial operations.

3.5. Acceptance of Concession In consideration of the rights, privileges and benefits conferred upon to the

Concessionaire by the Authority and other good and valuable consideration expressed

herein, the Concessionaire hereby agrees to permit Authority to perform/discharge all

of its obligations in accordance with the provisions hereof. 3.6. Entitlements of the Concessionaire 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 –

a. right of way, access and licence to the Project Site for the purpose of and to

the extent conferred by the provisions of this Agreement;

b. establish the Project at Government & GMERS Medical Colleges in Gujarat as per the RFP;

c. manage, operate and maintain the Project and regulate the use thereof by

Third Parties;

d. perform and fulfil all of the Concessionaire's obligations under and in

accordance with this Agreement;

e. bear and pay all costs, expenses and charges in connection with or incidental

to the performance of the obligations of the Concessionaire under this

Agreement;

f. not assign, transfer or sublet or create any lien or Encumbrance on this

Agreement, or the Concession hereby granted or on the whole or any part of



the Diagnostic Centre nor transfer, lease or part possession thereof, save and

except as expressly permitted by this Agreement; and

g. Demand and recover the User Charges for the Project from the Users other

than the Economically Weaker Patients for using the Services as per rates set

out in Schedule B of this Agreement;

h. Receive Revenue from all other procedures within 10th working day of

subsequent month;

J. Additional CT MRI in tender jurisdiction will added if decided by authority. Gujarat Medical Services Corporation Limited Page 14


ARTICLE 4: PROJECT SITE 4.1. Handover of the Project Site

a. The Authority shall, at various time intervals, within a period of 15 days from

the date of this Agreement, handover to the Concessionaire, vacant and

peaceful physical possession of the various Project Sites

(Approx.3000sqfts.(or as per requirement it may vary from site to site)vacant

constructed space with electricity and water connections) at Government &

GMERS Medical Colleges(as per RFP) in Gujarat at free of cost; and

b. Upon the Project Site being handed over pursuant to the preceding Clause 4.1

(a), the Concessionaire shall, subject to the provisions of Clause 5, have the

right to enter upon, occupy and use the same and to make at its costs,

charges and expenses such investigation, development and improvements in

the space as may be necessary or appropriate to implement the Project in

accordance with the provisions of this Agreement;

4.2. Rights, Title and Use of the Project Site

a. The Concessionaire shall have the right to the use of provided space in

accordance with the provisions of this Agreement and for this purpose it may

regulate the entry and use of the same by Third Parties; b. Provided further that the Concessionaire shall have right to collect User Charges

from the patients who use the Project during the Concession Period other than

Economically Weaker Sections as per Schedule B of this document.. The user

charges payable to the Concessionaire for the Economically Weaker patients

(BPL) will be adjusted by the Medical superintendent of the hospital either by

various schemes ie,RSBY,MAA,School health program, RKS etc. For other group

like prisoners, the expences would be apart from this medical superintendent

don’t, with reasons to be recorded in writing would be empowered to report

patients like those from serious accident, specific requirement for getting the CT

MRI done for free, the expenses for which would be adjusted against viability

gap fund . however the upper cap for such cases usually 2% of the total cases in

particular quarter and the medical superintendent will be solely responsible for

such cases are described in arbitory manner adjusted from viability gap funds on

monthly basis (1st 7 days of month)

c. The space provided to develop project including the Project Facility developed thereon

belongs to the Authority and shall continue to be the property of the Authority; d.The Concessionaire shall not part with or create any Encumbrance on the whole or any

part of the Project Site, save and except as set forth and permitted under this Agreement. No any type of partnership will be allowed in space and facilities given to the Concessionaire;

e. The Concessionaire shall not without the written approval of the Authority use

the Project Facility for any purpose other than for the purpose of the Project

and purposes incidental or ancillary there to;

f. The Authority shall allow access to and use of the Project Site for laying/

installing/ maintaining telegraph lines, electric lines, water piping or for such

other public purposes as Concessionaire may specify;

g. Provided that such access or use shall not result in a Material Adverse Effect

and that Concessionaire shall, in the event of any physical damage to the

Project Site/ Project Facility/ on account thereof, ensure that the Project Site/

Project Facility is promptly restored at its cost and expenses;

h. The Concessionaire shall not be liable to pay any property taxes or any cess,

tax or duties in relation to the Project Site. Any or all property taxes or any

cess, tax or duties in relation to the Project Site will be borne by the

Authority;

4.3. Peaceful Possession The Authority, hereby warrants that –

a. The Project Site together with the necessary right of way/ way-leaves

(i) has been acquired through the due process of law; and

(ii) belongs to and is vested in the Authority and that the Authority has full powers to hold, dispose of and deal with the same consistent, inter alia,

with the provisions of this Agreement and that the Concessionaire shall, in

respect of the Project Site, have no liability regarding any compensation

payment on account of rehabilitation/ resettlement or land acquisition of

any persons affected thereby.

b. The Concessionaire shall, subject to complying with the terms and conditions

of this Agreement, remain in peaceful possession and enjoyment of the

Project Site or part thereof until expiry of the Concession Period/ completion

of Hand back Requirements. In the event, the Concessionaire is obstructed by

any person claiming any right, title or interest in or over the Project Site 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 on the Project Site 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. 4.4. Applicable Permits The Concessionaire shall obtain and maintain all Applicable Permits in such sequence

as is consistent with the requirements of the Project. 4.5. Hazardous Substances

a. The Concessionaire shall ensure that hazardous materials or equipment used

or intended to be used in the carrying out of the Tests or in the maintenance

of the Project Facilities are kept under control and in safe keeping in

accordance with Applicable Law and Good Industry Practice, and shall ensure

that all such materials are properly and clearly labelled; and

b. The Concessionaire shall maintain a register in relation to any hazardous

materials or equipment used in the carrying out of the Tests or in the

maintenance of the Project Facilities and shall ensure that a copy of each

register is kept at the Diagnostic Centre and at the Concessionaire’s registered

office. The Authority shall have the right to inspect such register at any

reasonable time. Gujarat Medical Services Corporation Limited Page 17


ARTICLE 5: RIGHTS, OBLIGATIONS AND UNDERTAKINGS OF THE CONCESSIONAIRE

5.1. Obligations of the Concessionaire 5.1.1. Subject to and on the terms and conditions of this Agreement, the

Concessionaire shall at its cost and expense procure finance for and undertake the

design, engineering, procurement, construction, establishment, operation and

maintenance of the Project and observe, fulfil, comply with and perform all its

obligations set out in this Agreement or arising hereunder. 5.1.2. The Concessionaire shall comply with all Applicable Laws and Applicable

Permits (including renewals as required) in the performance of its obligations under

this Agreement. ` 5.1.3. Subject to Clauses 5.1.1 and 5.1.2, the Concessionaire shall discharge its

obligations in accordance with Good Industry Practice and as a reasonable and

prudent person. 5.1.4. The Concessionaire shall, at its own cost and expense, in addition to and not in

derogation of its obligations elsewhere set out in this Agreement –

a. make, or cause to be made, necessary applications to the relevant

Government Agency with such particulars and details, as may be required for

obtaining all Applicable Permits and obtain and keep in force and effect such

Applicable Permits in conformity with the Applicable Laws;

b. procure, as required, the appropriate proprietary rights, licences, agreements

and permissions for methods, processes and systems used or incorporated

into the Project;

c. procure at its cost and expense the Comprehensive Maintenance Contract for

Project throughout the Concession Period ;

d. perform and fulfil its obligations under the Financing Agreements;

e. demand, collect and appropriate User Charges from patients and persons

liable for payment of User Charges for using the services offered for the

Project at the rates set out in Schedule B of this Agreement;



f. make reasonable efforts to maintain harmony and good industrial relations

among the personnel employed by it in connection with the performance of its

obligations under this Agreement;

g. not do or omit to do any act, deed or thing which may in any manner be

violative of any of the provisions of this Agreement;

h. support, cooperate with and facilitate the Authority in the implementation and

operation of the Project in accordance with the provisions of this Agreement;

and

i. Transfer the vacant position of Project site to the Authority upon Termination

of this Agreement, in accordance with the provisions thereof.

j. Ensure backup arrangements for all data collected during the period of

Concession and to provide the same to authority when ever required within 24

hrs.

k. Provide training facility to medical and paramedical staff of concern medical

college and hospital with data sharing and practice.

5.2. Employment of trained personnel The Concessionaire shall ensure that the personnel engaged by it in the performance

of its obligations under this Agreement are at all times properly trained for their

respective functions. 5.3. Other Obligations In addition to and not in derogation or substitution of any of its other obligations

under this Agreement, the Concessionaire shall have the following obligations – 5.3.1. Performance Security

a. The Concessionaire shall, for due and punctual performance of its obligations

hereunder relating to the Project, deliver to the Authority, simultaneously with

the execution of this Agreement, an irrevocable and unconditional bank

guarantee from a scheduled nationalized bank acceptable to the Authority, in

the form as set forth in Schedule E (“Performance Security”) of this

Agreement for a sum of 5% of the estimated cost of project; and

b. The Performance Security shall be kept valid for throughout the Concession

Period. Gujarat Medical Services Corporation Limited Page 19


c. Provided that if the Agreement is terminated due to any event other than a

Concessionaire Event of Default, the Performance Security if subsisting as of

the Termination Date shall, subject to the Authority’s right to receive

amounts, if any, due from the Concessionaire under this Agreement, be duly

discharged and released to the Concessionaire. 5.3.2. Forfeiture of Performance Security The Performance Security shall be forfeited and en-cashed in the following cases

a. upon occurrence of a Concessionaire Event of Default;

b. if the Concessionaire withdraws from the Project midway during the term of

the Project;

c. if during the term of the Project, there is any incident of gross professional

negligence on the part of the Concessionaire;

d. if during the term of the Project, the Concessionaire is found to charge the

patients in excess of what has been provided for in this Agreement; and

e. in case of Material Breach of O&M Requirements;

f. any other act or acts of the Concessionaire which renders the Project un-

operational and the Authority establishes sufficient reasons to forfeit the

Performance Security. 5.3.3. Financing Arrangement The Concessionaire shall at its own cost; expenses and risk make such financing

arrangement as would be necessary to implement the Project and to meet all of its

obligations under this Agreement, in a timely manner. 5.3.4. Project Implementation

a. Unless otherwise permitted by the Authority, no construction work shall be

carried out in the Project Site;

b. The Authority shall facilitate the Concessionaire for connections of electricity,

water, and other utilities required for operation of the Project; Gujarat Medical Services Corporation Limited Page 20


c. The Concessionaire would install only new diagnostic equipment having the

minimum technical specifications as provided by the Authority. No refurbished

diagnostic equipment would be accepted;

d. The Concessionaire shall make arrangement for air-conditioning and electrical

connections, cabling, water, and other utilities required for operation of the

Project and Concessionaire shall be responsible and shall bear the cost for the

same;

e. The Concessionaire shall make arrangement of necessary infrastructure like

passenger amenities required for the same and

f. During the working hours of the Project, the Concessionaire shall be

responsible for keeping unauthorized persons off the Project Site, and

authorized persons shall be limited to the patients, patients’ attendant,

employees of the Concessionaire and persons authorized by the Authority. 5.3.5. Operation and Maintenance

a. The Concessionaire shall operate and maintain the Project in accordance with

the O&M Requirements in terms of Schedule F of this Agreement.

b. The Concessionaire shall, during the Concession Period –

(i) shall have requisite organization and designate and appoint suitable

medical and non-medical staff as it may deem appropriate to supervise the

Project Facility, to deal with the Authority and to be responsible for all

necessary exchange of information required pursuant to this Agreement;

and

(ii) shall, for the purposes of determining that the Project Facility is being maintained in accordance with the requirements of the Project, the Concessionaire

shall with due diligence carry out all necessary and periodical Tests in accordance

with and as per the instructions of the equipment supplier. Concessionaire must

provide Film of test along with CD and printed report done by Radiologist and keep

record for future references to share for research purpose and study of medical

students. The Concessionaire shall maintain proper record of such Tests and the

remedial measures taken to cure the defects or deficiencies, if any, indicated by the

Test results.

(iii) Anaesthetist: If a service of Anaesthetist is required during all medical and

non Medical procedure, the Concessionaire shall arrange for a private

Anaesthetist at its own cost and expense.

c. In the event the Concessionaire has failed to operate and maintain the Project

Facility in accordance with the objectives of the Project, and such failure has

not been remedied despite a notice to that effect issued by the Authority

(“Notice to Remedy”), the Authority may, without prejudice to any of its

other rights/remedies under this Agreement, be entitled to cause the repair

and maintenance of the Project Facility at the risk and cost of the

Concessionaire. The Concessionaire shall reimburse one and half times the

costs incurred by the Authority on account of such repair and maintenance

within 15 (fifteen) days of receipt of the Authority’s claim thereof.

d. The Concessionaire shall be deemed to be in Material Breach of O&M

Requirements, if the Authority, acting reasonably and in accordance with the

provisions of this Agreement, has determined that due to breach of its

obligations by the Concessionaire –

(i) the maintenance of the Project Facility or any part thereof has deteriorated

to a level which is below the acceptance level prescribed by the O&M

Requirements; and

(ii) there has been a serious or persistent breach in adhering to the O&M Requirements and thereby the Project Facility or any part thereof is not

safe for operations; For avoidance of doubt, persistent breach shall mean –

(i) any breach of O&M Requirements by the Concessionaire which has not

been remedied by the Concessionaire despite a Notice to Remedy in

respect thereof issued by the Authority;

(ii) recurrence of a breach by the Concessionaire, during the pendency of

Notice to Remedy by the Authority requiring the Concessionaire to remedy

a breach, and

(iii) Repeated occurrence of a breach notwithstanding that earlier breach has

been remedied pursuant to Notice to Remedy or otherwise.

(iv) Upon occurrence of Material Breach of O&M Requirements, the Authority

shall, without prejudice to and notwithstanding any other consequences



provided thereof under this Agreement, be entitled to terminate this

Agreement and to en-cash the Performance Security. 5.3.6. Insurance

a. The Concessionaire shall, in accordance with Good Industry Practice, at its

cost and expense, purchase and maintain by due re-instatement or otherwise,

during the Concession Period, such insurance as are necessary including but

not limited to the following –

(i) comprehensive third party liability insurance including injury or death to

Concessionaire’s personnel/representatives, workmen’s compensation

insurance;

(ii) any other insurance that may be necessary to protect the Concessionaire,

its employees and its assets against loss, damage, destruction, business

interruption or loss of profit including insurance against all Force-majeure

Events that are insurable; and

(iii) Such insurances as may be necessary for mitigating the risks that may

devolve on the Authority as a consequence of any act or omission of the

Concessionaire.

b. Evidence of Insurance The Concessionaire shall maintain a register of entry in order of premium paid

towards the Project Facility and proof of payments made shall be submitted to the

Authority whenever requested for. The Authority may require the Concessionaire to

effect and maintain such other insurances as may be necessary pursuant hereto, and

in the event of any difference or disagreement relating to any such other insurance,

the Concessionaire’s decision with respect to requirement of enhanced insurance

cover shall be final.

c. Validity of Insurance The Concessionaire shall, from time to time, promptly pay insurance premium, keep

the insurance policies in force and valid throughout the Concession Period. The

insurance policy shall not be cancelled or terminated unless 60 (sixty) days’ clear

notice of cancellation is provided to the Authority in writing. If at any time the

Concessionaire fails to obtain or maintain in full force and effect any and all of the

insurance required under this Agreement, the Authority would not be liable for any Gujarat Medical Services Corporation Limited Page 23

Draft Service Level Agreement for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. claims of damages from Concessionaire’s employees/representatives in the event of

any untoward happenings.

d. Un-insurable Risks If during the Concession Period, any risk which has been previously insured becomes

un-insurable due to the fact that the insurers have ceased to insure such a risk and

therefore insurance cannot be maintained/ re-instated in respect of such risk, the

Concessionaire shall not be deemed to be in breach of its obligations regarding

insurance under this Agreement.

e. Subrogation

(i) All insurance policies in respect of the insurance obtained by the

Concessionaire pursuant to this Clause shall include a waiver of any and all

rights of subrogation or recovery of the insurers therein against, inter alia,

Authority, and its assigns, successors, employees, insurers and underwriters,

and of any right of the insurers to 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 or in any way connected with

any loss, liability or obligation covered by such policies of insurance;

(ii) The Concessionaire hereby further releases, assigns and waives any and all rights of subrogation or recovery against, inter alia, Authority and its assigns,

undertakings and their subsidiaries, affiliates, employees, successors, insurers

and underwriters, which the Concessionaire may otherwise have or acquire in

or from or in any way connected with any loss, liability or obligation covered

by policies of insurance maintained or required to be maintained by the

Concessionaire pursuant to this Agreement (other than third party liability

insurance policies) or because of deductible clauses in or inadequacy of limits

of any such policies of insurance.

f. Proceeds from Insurance Claims All responsibilities lies with the concessionaire in terms of staff salary, accidents and any other compensation related to project. Gujarat Medical Services Corporation Limited Page 24

Draft Service Level Agreement for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 5.3.7. Environmental Compliance The Concessionaire shall, ensure that all aspects of the Project Facility during the

Concession Period and processes employed in the construction, operation and

maintenance thereof shall conform to the laws pertaining to environment, health and

safety aspects including, policies and guidelines related thereto. 5.3.8. Sub-license of Project Facility The Concessionaire shall not enter into agreement/s for the occupation and use of

Project Facility with any other party except with the prior permission of the

Authority.\

5.3.9. Service Level Indicators

The Concessionaire shall comply with the following service level indicators and any

modifications thereto as may be indicated by the Authority from time to time:

a) The Concessionaire would ensure at least 98% uptime of all diagnostic

equipment (maximum down time of 7 days in a year);

b) The Concessionaire would ensure that the Project Facility shall remain

operational for all the patients referred to by the Government Hospitals as

and when the patient comes to the Project Facility.

c) For periods of downtime over and above the permissible 2% annual

downtime, the Concessionaire would be under obligation to arrange for

alternative arrangement at a site as close as possible from the Project Facility

(the details to be provided prior to signing agreement) for all the patients to

be referred by the Authority or 5 % (even with alternative arrangement ) a

penalty at the rate of 0.05% of cost of equipment per each extra day of would

be deducted from the payable charges payable to concessionaire for next

month. The patient has to be transported immediately as and when he/she

reports to the Project Facility and transportation costs for patients from the

Project Facility to the site of tests and back has to be borne by the

Concessionaire in such cases. The rates applicable for such tests conducted

outside the Project Facility would be the same as applicable otherwise as per

the Concession Agreement and the patient would not be made to pay any

extra charge for such test; d) The Concessionaire would ensure that adequate clinical and non-

clinical staff are always present for the Project Site to ensure test is done as and when patient reports to the Project Facility;



a) The Concessionaire would purchase and maintain adequate inventory of all

consumables. A “zero stock out” situation has to be maintained during the

entire Concession Period;

b) The Authority may impose, in consultation with Concessionaire, other

measurable service level indicators from time to time;

c) Reporting will be responsibility of Concessionaire and it will be provided

within 2 hours by radiologist and it must be ensure that radiologist should

be available round the clock even reporting through tele- radiology must be

ensure within time limit. 5.3.10. Patient Handling and Patient Care

a) The Concessionaire must ensure that the patients are treated with due

courtesy and consideration by employees of the Concessionaire and no

discomfort is caused to the patients during the waiting time;

b) The Concessionaire shall maintain a complaint register to record grievances of

any member of the public in relation to the operations of the Project. The

Concessionaire shall clearly display on the signboard that the patient may

record any grievance in relation to the Project in the complaint register;

c) The contents of this complaint register would be placed before the Expert

Committee set up pursuant to Clause 6.3 (a); 5.3.11. Application Software and Biometric Attendance System

a) The Concessionaire would install a GPS enabled biometric attendance system

and related software for all staff and ensure that staff members are marking

their attendance every day at the time of beginning and end of the duty

hours. The data from biometric system shall be available on web so that the

same could be shared with the Medical Superintendent and Authority as and

when asked for;

b) Before procuring the GPS enabled biometric attendance system and related

software the Concessionaire would take final approval on the specifications

from the Authority;

c) The Concessionaire would install IP based cameras which shall be placed at d) strategic locations throughout the Project Facilities. The data from these

cameras would be provided through live streaming at a specific website. The Gujarat Medical Services Corporation Limited Page 26


Last-mile-connectivity from Gujarat State Area Wide Network (G-SWAN) nodes at

block headquarters to the Project Site would be arranged by the Authority to

enable live streaming;

e) The Concessionaire would install a latest version of any licensed hospital

management application software (“Application Software”). The Application

Software should be capable of generating invoices, manage patient data

(including Tests conducted on Economically Weaker Patients), patient history

(including test results), manage patient queuing system, inventory management,

generate reports, etc. The Concessionaire would obtain two user licenses in

respect of the Application Software. Two user license in respect of the Application

Software would be given to the Medical Superintendent and the Authority so that

the Authority can have access to all the data generated by the Application

Software;

f)The Concessionaire shall maintain patient data (all Cases), patient history

(including test results), manage patient queuing system, inventory management

and generate reports of number of patients treated on a daily basis which shall be

submitted to Medical Superintendent on a daily basis;

g)The Concessionaire will ensure that the Application Software is capable of

monitoring the Key Performance Indicators as indicated in Schedule H of this

Agreement. The Concessionaire will demonstrate the working of the Application

Software to the Medical Superintendent before it is installed by the

Concessionaire. The Medical Superintendent will satisfy himself about the ability

of the Application Software to:

(i) monitor the Key Performance Indicators;

(ii) generate invoices as per the rates specified;

(iii) generate daily and monthly reports as specified in this Agreement;

(iv) any other criteria; 5.3.12. General Obligations The Concessionaire shall at its own cost and expense –

a) obtain all Applicable Permits as required by or under the Applicable Law and

be in compliance thereof at all times during the Concession Period;

b) comply with Applicable Laws governing the operations of the Project Facility,

as the case may be, at all times during the Concession Period; Gujarat Medical Services Corporation Limited Page 27


c) ensure that each Project Agreement contains provisions that would entitle the

Authority or a nominee of the Authority to step into the same at the

Authority's discretion, in place and substitution of the Concessionaire,

pursuant to the provisions of this Agreement;

d) procure and maintain in full force and effect, as necessary, appropriate

proprietary rights, licenses, agreements and permissions for materials,

methods, processes and systems used in or incorporated into the Project;

e) make efforts to maintain harmony and good industrial relations among the

personnel employed in connection with the performance of its obligations

under this Agreement and shall be solely responsible for compliance with all

labour laws and solely liable for all possible claims and employment related

liabilities of its staff employed in relation with the Project and hereby

indemnifies the Authority against any claims, damages, expenses or losses in

this regard and that in no case and shall for no purpose shall the Authority be

treated as employer in this regard;

f) be responsible for all the health, security, environment and safety aspects of

the Project Site/ Project Facility, as the case may be, at all times during the

Concession Period;

g) ensure that the Project Site remains free from all encroachments and take all

steps necessary to remove encroachments, if any;

h) upon receipt of a request thereof, afford access to the Project Facility to the

authorised representatives of the Authority for the purpose of ascertaining

compliance with the terms, covenants and conditions of this Agreement and to

any Government Agency having jurisdiction over the Project, including those

concerned with safety, security or environmental protection to inspect the

Project Facility and to investigate any matter within their authority and upon

reasonable notice, the Concessionaire shall provide to such persons assistance

reasonably required to carry out their respective duties and functions;

i) pay all taxes, duties and outgoings, including utility charges relating to the

Project Facility, as applicable throughout the Concession Period;

j) keep on the Project Site two complete sets of this Agreement, approvals given by the Authority and any other communication given or issued under



provisions hereof for inspection, verification and use by the Authority or any

other agency authorised by law to inspect the same or any of them;

k) Provide and maintain all necessary accommodation and welfare facilities for its

staff and labour. The Concessionaire shall not permit any of its employees to

maintain any temporary or permanent living quarters within the structure

forming a part of the Works;

l) take precautions to ensure the health and safety of its staff and labour; m) Employ adequate number of appropriately qualified, skilled and experienced

persons in order to execute the contract. The Authority may require the

Concessionaire to remove any person employed on the Project who in the

opinion of the Authority –

(i) Persists in any misconduct; (ii) is incompetent or negligent in the performance

of his duties; (iii) fails to conform with any provisions of the Agreement; or

(iv) persists in any conduct which is prejudicial to safety, health, or the

protection of the environment. The Concessionaire shall in such cases appoint

suitable replacement/s.

n) Take reasonable precautions to prevent any unlawful, riotous or disorderly

conduct by or amongst its staff and to preserve peace and protection of

persons and property in the neighbourhood of the Project Site against such

conduct. 5.4. No Breach of Obligations The Concessionaire shall not be considered to be in breach of its obligations under

this Agreement nor shall it incur or suffer any liability if and to the extent

performance of any of its obligations under this Agreement is affected by or on

account of any of the following –

a. Force Majeure Event;

b. Authority Event of Default; and

c. Compliance with the instructions of the Authority or the directions of any

Government Agency other than instructions issued as a consequence of a

breach by the Concessionaire of any of its obligations hereunder.

5.5. Access and Assured Availability of the Project Facilities The Concessionaire shall, at all times during the Concession Period, allow access to

and usage of Project Facilities to the Authority/person nominated by the Authority. Gujarat Medical Services Corporation Limited Page 29

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 5.6. Expenses towards Statutory Deposits and Charges The Concessionaire shall reimburse to the Authority, service charges towards

connection of utilities to the Project Facility in the Project Site, other taxes such as

water tax and sewerage charges for the Project Site. 5.7. Erection of Sign Board

a) The Concessionaire shall erect a signboard, of a size not less than 2 ft. by 4 ft,

adjacent to the main entrance to the Project Site in a manner such that it is

ordinarily visible to any person using such entrance. The signboard shall

prominently display the following text in black upper case letters on a

white/yellow background –

“This facility is under Public Private Partnership (PPP) between Gujarat Medical

Services Corporation Ltd, Government of Gujarat and [•] (name of the

Concessionaire) under Supply, Own, Operate (“SOO”) basis from [•] (Insert

the in Effective Date) to [•] (Insert the Expiry Date)”.

b) The Concessionaire shall clearly display on the signboard the User Charges

and timings of the Project indicating that there is no user charge for

Economically Weaker Patients OPD IPD patients with some programs ,Govt

insurance schemes and some patients with discretionary power of Medical

superintendent i.e.disaster,major accidents etc.other patients of same

Government health facility OPD and IPD will be charged by concessionaire as

per rate fixed in bid including all taxes .Patients from outside facility will be

charged as per market rates. The reference to User Charges would also

specify the period for which the User Charges would be applicable and that the

User Charges will not be changed without the prior written permission of the

Authority.

c) The Concessionaire shall clearly display on the signboard that a grievance

register is being maintained by the Concessionaire and that any patient may

record or register his grievance/compliant in the grievance register on any

aspect related to the Project.

d) The Concessionaire shall ensure that the signboard is maintained in good

condition throughout the Concession Period.


Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 5.8. Activities Prior to COD 5.8.1. General During the implementation Period, the Concessionaire shall do the following

activities (collectively referred to as “Works”): a) design, finance and establish the Project in accordance with the provisions of

Schedule G (Design Specifications) of this Agreement; b) design, finance and construct the Project Facilities; c) install all the diagnostic equipment in accordance with Schedule A of this

Agreement; d) employ the minimum number of clinical and non-clinical personnel as specified in

Schedule C of this Agreement; e) Obtain the necessary Applicable Permits in respect of the Project. 5.8.2. Monitoring & Supervision during the establishment Period During the establishment Period, the Concessionaire shall submit to the Authority a

monthly progress report on the status of the Works.

HOD Radiology and Medical superintendent of the concerned hospital or any other

individual/body as decided by the Authority will monitor the establishment work of

the Project. 5.8.3. Certification of the Project Facilities

a. The Concessionaire shall be responsible for the development and

implementation of the testing and commissioning of the Project Facilities;

b. The Concessionaire shall procure and bear the costs of any consumables

required for the testing and commissioning of the Project Facilities;

c. The Concessionaire shall notify the Authority upon the completion of the

Works upon receipt of which the Authority shall issue a completion certificate

to the Concessionaire.

5.8.4. Corrective measures in relation to the Works At any time during the establishment Period, the Authority shall have the right to

recommend corrective measures in relation to the Works if they are being carried out

in a manner that does not comply with the Project Agreements or are not in

compliance with Applicable Law or Good Industry Practice. In the event of any such

recommendation by the Authority with respect to compliance with Good Industry

Practice, the Concessionaire shall give due regard to such recommendations (and

comply to the requirements within 15 days of receipt of recommendations) 5.9. Undertakings of the Concessionaire 5.9.1. General undertakings of the Concessionaire

a. The Concessionaire or any of its sub-contractors (as may be applicable and to the

extent applicable) shall make full, complete and timely applications for all

Applicable Permits required in relation to the Project, and shall at all times hold all

valid permits as may be required in relation to the Project. The Concessionaire

shall maintain such permits in full force and effect as required in order for the

Concessionaire to perform its obligations under this Agreement and the other

Project Agreements; b. The Concessionaire shall establish the Project in accordance with this Agreement,

the Design Specifications as specified in Schedule G of this Agreement and Good

Industry Practice; c. The Concessionaire shall ensure that the respective holding of each Member

confirms to the representation made by the Consortium and accepted by

Authority as part of the Bid Documents and that each Member enter(s) into an

appropriate agreements, including shareholders’ agreement, promising to hold

such equity in the Concessionaire as prescribed in the Bid Documents; d. The Concessionaire shall ensure that each Member has the financial standing and

resources to fund the required equity and to raise the debt necessary for

undertaking and implementing the Project in accordance with this Agreement; e. The Concessionaire shall use its best efforts to ensure that each Member is duly

organised and validly existing under the laws of the jurisdiction of its

incorporation; f. The Concessionaire shall clearly designate an employment post of the

Concessionaire to deal directly with Authority and who shall be responsible for all

exchanges of information with Authority with respect to the Project;



g. The Concessionaire shall throughout the progress of the establishment of the

Project and the operations of the Project have full regard for the safety of all

persons on the Project Site (whether lawfully or not) and shall keep the Project Site

and the facilities on Project Site in an orderly state, appropriate in accordance with

Good Industry Practice, to avoid danger to all persons. The Concessionaire shall

take such measures including fencing of the Project Site where appropriate as are

reasonable in accordance with Good Industry Practice to prevent access onto the

Project Site and/or the facilities of any persons or creatures not entitled to be there;

The Concessionaire shall ensure that any Supplementary Activities

undertaken are in accordance with the conditions laid down in this

Agreement;

h. The Concessionaire shall ensure that all its rights and interests in the Project

pass to and vest in Authority on the Transfer Date, free and clear of all liens,

claims and encumbrances, without any further act or deed on its part or that

of Authority, and that none of the Project Assets shall be acquired by it,

subject to any agreement under which a security interest or other lien or

encumbrance is retained by any person, save and except as expressly

provided in this Agreement;

i. The Concessionaire shall ensure that no sums, in cash or kind, shall be paid,

by it or on its behalf, to any person by way of fees, commission or otherwise

in relation to the Project or for securing the concession or entering into this

Agreement or for influencing or attempting to influence any officer or

employee of Authority or any other Government Agency in connection

therewith; and

j. The Concessionaire shall ensure that it operates the Project Facilities’ in a

manner so as to ensure that the minimum key performance indicators

specified in Schedule H (“KPI(s)”) of this Agreement are achieved.

k. The Concessionaire shall not outsource any test to any third party except

without the prior written approval of the Authority. Gujarat Medical Services Corporation Limited Page 33

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 5.9.2. Concessionaire’s Obligations in relation to the Project and surveys by

Authority:

a. The Concessionaire shall be responsible for all types of maintenance of the

Project, including preventive and break-down.

b. the Project Assets are kept in good structural and decorative order (subject to

fair wear and tear) in accordance with this Agreement and the Project Assets

when handed back to the Authority are in good structural and decorative order

(subject to fair wear and tear);

c. If the Authority reasonably believes that the Concessionaire is in breach of its

obligations under this Agreement then it may carry out or procure the carrying

out of a survey of the Project to assess whether the same has been and are

being maintained in accordance with its obligations under this Agreement.

This right may not be exercised by the Authority more than four times every

year;

d. Authority shall consider in good faith any reasonable request by the

Concessionaire for the survey to be carried out on a different date if such

request is made at least 5 (five) business days prior to the notified date and

the Concessionaire (acting reasonably) is able to demonstrate that carrying

out the survey on the notified date would materially prejudice its obligations

under this Agreement;

e. When carrying out any survey, the Authority shall use reasonable endeavours

to minimise any disruption to the operations of the Project. The cost of the

survey shall be borne by the Authority. The Concessionaire shall give the

Authority (free of charge) any reasonable assistance required by the Authority

from time to time during the carrying out of any survey;

f. If a survey shows that the Concessionaire has not complied or is not

complying with its obligations under this Agreement, the Authority shall notify

the Concessionaire and specify a reasonable period within which the

Concessionaire must carry out such rectification and/or maintenance work so

as to comply with its obligations under this Agreement. 5.9.3. Design Specifications

a. The Concessionaire shall establish the Project in accordance with the minimum

design specifications as set out in Schedule G (“Design Specifications”) of this

Agreement and shall submit the drawings of proposed establishment on the

Project Site (“Drawings”) to the Authority prior to beginning any

establishment activity. The Concessionaire must start the establishment of the

Project within three months of the Effective Date;

b. Upon receipt of the Drawings, the Authority shall evaluate and approve the

Drawings within 30 (thirty) business days. In the event that the Authority

does not approve the Drawings within 30 (thirty) business days of its receipt,

the Drawings shall be deemed to have been approved by the Authority as

submitted by the Concessionaire;

c. In the event that the Authority does not approve the Drawings as submitted

by the Concessionaire and specifies requisite changes in the specifications of

the Drawings within 30 (thirty) business days of the receipt of the Drawings,

the Concessionaire shall incorporate the specified changes into the Drawings

and submit to the Authority the updated Drawings; and

d. The Concessionaire shall accept any and all risks inherent in the Drawings,

notwithstanding the review of the Drawings by the Authority.

5.9.4. Maintenance and repairs

a. The Concessionaire shall, during the term of this Agreement, operate and

maintain the Project Facilities in accordance with the Maintenance Manual and

the Good Industry Practice, in good working condition, and ensures that the

Project Facilities when transferred to Authority upon expiry of the Concession

Period or earlier termination, are in good condition subject to normal wear and

tear; and

b. The Concessionaire shall, at its own cost, plan for replacement of the

necessary equipment well ahead of the end of the useful life thereof and

replace such equipment in accordance with the Maintenance Manual and the

Good Industry Practice. The Concessionaire shall, at its own cost, promptly

and diligently repair, replace or restore any portion of the Project Facilities

that may be lost, damaged or destroyed.

5.9.5. Business risks Subject to the terms of this Agreement, the Concessionaire shall bear all business

risks that are inherent in the financing, development, establishment, operation and

maintenance of the Project Facilities and in operation of the Project including demand

risk and the risk of non-availability of trained manpower on the Project Site.

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 5.9.6. Financial and Project information The Concessionaire shall deliver to the Authority the following documents and

information at the intervals described below:

a. Financial information with respect to the Project and the Concessionaire:

(i) annual audited accounts (in compliance with Indian GAAP) delivered

within 180 (one hundred eighty) business days of the end of the

Concessionaire’s financial year;

(ii) unaudited financial statements (in compliance with Indian GAAP) quarterly

within 30 (thirty) business days of the end of each such period covered by

such financial statements;

(iii) notification of any material change in the financial condition of the

Concessionaire and/or the Project promptly following such occurrence;

(iv) all reports, notifications and information, including establishment progress

reports with respect to the execution of the Project; and

(v) all reports, notifications and information, including operations reports with

respect to the performance of the operation and management of the

Project Facilities;

b. Additional information: The Concessionaire shall provide Authority such

further information as it may reasonably request in order for them to monitor

the Project.

c. Budgets: At the commencement of each of the Concessionaire’s financial

year, the Concessionaire shall prepare and submit to Authority a statement

confirming –

(i) the expenditure incurred or committed by the Concessionaire for the

period from the date of the last such statement up to and including the

date of the current statement; and

(ii) future expenditure anticipated to be made during the next financial year.

d. Project Agreements and material agreements

(i) The Concessionaire shall provide Authority a copy of each Project

Agreement (other than this Agreement) within 10 (ten) business days

from the Effective Date; and Gujarat Medical Services Corporation Limited Page 35


(i) The Concessionaire shall provide Authority a copy of all agreements that

are material to the Project within 10 (ten) business days of the execution of such

material agreement. 5.9.7. Shareholding of the Consortium members in the Concessionaire The Concessionaire shall ensure that all the members of the Consortium shall

continue to hold equity participation as per Joint Bidding Agreement throughout the Concession Period; the signed Joint Bidding Agreement as submitted along-with the

RFP Document shall form part of this Agreement as Schedule K of this Agreement. 5.10. Rights of the Concessionaire

a. Subject to the Concessionaire fulfilling its obligations under this Agreement,

the Concessionaire shall have the right to:

(i) receive User Charges from patients in accordance with Schedule B of this Agreement;

(ii) receive the Viability Gap Funding in accordance with Clause 6.6.2 and

Schedule D of this Agreement; and

(iii) Undertake Supplementary Activities in accordance with the provisions of

this Agreement.

b. The Concessionaire has, only upon written permission of Authority in each

case, the right to expand the capacity of the Project by installing additional

diagnostic equipment at his own cost so as to cater to the patients. Such

additional diagnostic equipment, if any, installed by the Concessionaire shall

for part of the Hand back Requirements.

c. and other organisations so as to ensure a steady demand for the Project.

However, the Concessionaire cannot charge higher User Charges than what

has been specified in Schedule B of this Agreement.

d. The Concessionaire shall have the right to set-up collection samples at various

places at its own cost for the purpose of rendering diagnostic services to

patients hailing from such places.

5.11. Cost of power consumed shall be borne by the Concessionaire. Gujarat Medical Services Corporation Limited Page 36


ARTICLE 6: RIGHTS, OBLIGATIONS AND UNDERTAKINGS OF THE AUTHORITY

In addition to and not in derogation or substitution of any of its other obligations

under this Agreement, the Authority shall have the following obligations – 6.1 Specific Obligations

a) the Authority shall handover the possession of the Project Site to the

Concessionaire in accordance with the Agreement; and

b) Prior to handover of the Project Site to the Concessionaire, the Authority shall

remove all articles, etc from the Project Site.

6.2 General Obligations The Authority shall –

a) Assist the Concessionaire in obtaining access to all necessary infrastructure

facilities and utilities, including water, electricity and telecommunication

facilities

b) upon written request from the Concessionaire, and subject to the

Concessionaire complying with Applicable Laws, provide all reasonable support

and assistance to the Concessionaire in procuring Applicable Permits required

from any Government Agency for implementation and operation of the

Project;

c) observe and comply with all its obligations set forth in this Agreement;

d) support, cooperate with and facilitate the Concessionaire in the

implementation and operation of the Project in accordance with the provisions

of this Agreement;

e) formulate service level indicators with the Concessionaire for operation,

maintenance and regular up gradation of the diagnostic equipment and in

relation to the delivery of the diagnostic services;

f) regulate User Charges as per fixed in Appendix 1 to Schedule B after finalization of tender in purchase committee for the agreement that the Concessionaire may charge from patients;



g) set up a capacity monitoring and billing system for evaluating the type and

make of the machines to be used for the Project;

6.3 Collection of User Charges

a) The Authority shall prescribe the manner of referral of OP/IPD patients and

“Economically Weaker Patients” for the purpose of conducting tests and

collection of user charges (if any) as per the Agreement.

b) The invoices would be generated by the Application Software. Any escalation

in the rates of the User Charges will be in accordance with Schedule B and

Schedule J of this Agreement and will become applicable only with the prior

written approval of the Authority. The Authority reserves the right to perform

due diligence of accounts maintained by the Concessionaire;

c) At the end of each day, the Concessionaire shall generate a report specifying

the diagnostic tests conducted by the Concessionaire, number of patients

category wise (Economically Weaker Patients, GOVT.Hospital referred

IPD/OPD patients and outside referred patients) during that day and the User

Charges collected in respect of such tests. The report shall also specify if there

has been any variation in the rates charged by the Concessionaire against the

prescribed rates. This report will be sent on a daily basis to the Medical

Superintendent. The Medical Superintendent shall have the right to monitor

any variation in the rates charged by the Concessionaire from the prescribed

rates;

d) In case the Application Software is not working due to any reason, the

Concessionaire shall ensure that it generates physical invoices in respect of

the diagnostic tests conducted by the Concessionaire and the rates charged

are not more than the fixed rates as per agreement;

e) The user charges for tests performed on Economically Weaker Patients would be adjusted against the Viability Gap Funding paid at various stages to the Concessionaire as an advance.


Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 6.4 Monitoring, Assessment and Inspection

a) The Authority, in consultation with the Medical Superintendents concerned, shall also set up a program monitoring mechanism including an Expert Committee (the “Expert Committee”) (The composition of the Expert Committee may be changed by the Authority) comprising of domain experts from Government, medical colleges, hospitals, public to periodically monitor the Project deliverables, including research outputs. Authority will have the sole discretion of deciding on the nature and manner of supervision of Project deliverables. The Concessionaire would have to abide by the decision of Authority in the constitution of the Expert Committee and manner of supervision and would have no say in the same;

b) The Expert Committee would be chaired by COH or His representative c) The names of members of the Expert Committee would be communicated to

the Concessionaire at the time of Agreement and from time to time, if there is any change.

d) Since the outputs in terms of quality of procedures, patient care, patient

safety, hygiene and decontamination are the prime deliverables of the entire

Project, the Expert Committee would evaluate the efforts and outputs of these

activities by the Concessionaire. For the purpose of evaluation, the Expert

Committee shall have access to the data generated by the Application

Software installed by the Concessionaire in terms of Clause 5.3.9 (b) of this

Agreement. The Expert Committee shall also have access to the complaint

register maintained in pursuance of Clause 5.3.11 of this Agreement. The

Medical Superintendent will furnish such information to the Expert Committee

as may be required by it to monitor the Project deliverables.



e) The Expert Committee shall submit its report to the Government regarding

the achievement of Projects deliverables - low, moderate, satisfactory,

excellent, etc with specific recommendation(s) on continuance/

discontinuance/ restructuring of the Project. The findings of the Expert

Committee would be considered to be final and binding.

f) If the Project deliverables are found to be moderate or low, the Expert

Committee would direct the Authority to plan corrective action(s) with the

Concessionaire and implement the same to achieve desired outputs within 60

(sixty) days.

g) The Expert Committee shall evaluate Project deliverables on a three monthly

basis based on visit to the facility, review of auditors’ reports, reports

provided by Concessionaire, information received from general public

including Project stakeholders, etc.

h) the Medical Superintendent shall facilitate the Expert Committee in

information gathering, conducting facility visit, meetings, interviews, etc.


Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 6.5 Inspection 6.5.1. Right of Inspection The Concessionaire shall agree that the Authority or any representative or adviser of

the Authority shall have, at all reasonable times and upon giving reasonable notice,

the right (but not so as to delay or impede the progress of the establishment of the

Project Facility) to enter any of the Project Site in order to inspect the state and

progress of the Project Facility (and to ascertain whether they are being properly

executed), the operation and maintenance of the Project and to monitor compliance

by the Concessionaire with its obligations under this Agreement. If such inspection

shows –

a) that the relevant part or parts of the Project Facilities is or are defective, the

Concessionaire shall rectify and make good such defect(s) and any

consequence of such rectification and/or making good defect(s) shall be

carried out by the Concessionaire at no cost to the Authority; or

b) that the relevant part or parts of the Project Facilities is or are defective and

the Concessionaire does not agree with such opinion, the matter shall be

determined in accordance with Clause 11; 6.5.2. Concessionaire’s Reasonable Assistance The Concessionaire shall ensure that satisfactory facilities are made available to the

Authority and any representative of the Authority and that reasonable assistance is

given whenever the Authority or its representative, in exercise of its rights under this

Agreement requires the same, subject to the Concessionaire’s and its sub-

contractors’ establishment obligations not being adversely affected. 6.5.3. Health and Safety Requirements The Authority or its representative shall at all times comply with all relevant health

and safety procedures which shall include any relevant health and safety plans for

the establishment of the Project, the Project contractor’s health and safety rules from

time to time and any reasonable directions with regard to Project Site safety that

may be issued by the Concessionaire and its sub-contractors’ from time to time when

present on the Project Site whilst exercising its rights under this Agreement. Gujarat Medical Services Corporation Limited Page 41

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 6.5.4. Project Site Meetings, Monitoring and Inspection

a) The Authority or its representative shall have such rights of access to the

Project Site in an emergency as it (acting reasonably) considers suitable in

the circumstances; and

b) Without prejudice to the generality of this Clause 6.4.4, the Concessionaire

shall ensure that monthly progress meetings are held and that the Authority

or its representative shall have the right to attend such monthly progress

meetings. The concern Medical Superintendent shall be invited to all monthly

progress meetings and will chair the meetings; 6.5.5. Co-Operation for Investigation

a) The Concessionaire shall cooperate with any investigation in relation to the

implementation of the Project which is carried out by or on behalf of the

Authority –

(i) shall use its reasonable endeavours to make its employees (and other parties involved in the Project) identified by the Authority available to be

interviewed by the Authority for the purposes of the investigation; and

shall, subject to any legal restriction on their disclosure, provide all copies

of documents, records or other material of any kind which may reasonably

be required by the Medical Superintendent and the Authority for the

purposes of the investigation. The Medical Superintendent and the

Authority shall have the right to retain copies of any such material for use

in connection with the investigation; 6.5.6. Monthly Reports

b) The Concessionaire shall provide a monthly report to the Medical

Superintendent giving the particulars as set out in Schedule I of this

Agreement. The monthly reports to be submitted under this clause will be

compiled and reconciled on the basis of the daily reports sent by the

Concessionaire to the Medical Superintendent under Clause 5.3.11 of the

Agreement;

c) The format as prescribed in Schedule-I is only indicative. The Concessionaire

and the Medical Superintendent will mutually agree upon the format and the

information to be supplied by the Concessionaire on a daily basis and on a

monthly basis to the Medical Superintendent at the start of the Concession

Period; Gujarat Medical Services Corporation Limited Page 42

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 6.6 Independent Auditor 6.6.1. Appointment

a) The Authority and the Concessionaire shall jointly appoint a reputed firm of

chartered accountants practicing in India as the Independent Auditor to

undertake and perform the duties, work, services and activities set forth in

this Agreement and in accordance with the terms of reference for the

Independent Auditor as agreed by Authority and the Concessionaire;

b) The appointment of the Independent Auditor shall be done by the Authority

and an appointment agreement shall be entered into between the

Independent Auditor, the Authority and the Concessionaire;

c) The Independent Auditor shall report to the Authority and the relevant

Committee(s) about their work, services, and activities pursuant hereto

through regular periodic reports as the situation may warrant. Such reports of

the Independent Auditor shall include such matters to ensure that the

Authority and the Expert Committee are regularly and appropriately informed

of the status of the Project. All reports shall be copied to the Concessionaire;

and

d) Except where it is stated that the decision of the Independent Auditor is final,

binding or conclusive, in the event that the Independent Auditor provides a

certification or makes a decision or determination with which a Party

disagrees, then the Parties shall in good faith meet, together with the

Independent Auditor with a view to resolving the dispute. If the Parties

cannot resolve the dispute within a period of not less than 30 (thirty)

business days from the first such meeting, then either Party may refer the

matter to dispute resolution in accordance with Clause 11. 6.6.2. Term of appointment The initial term of the Independent Auditor shall be 3 (three) years. The

Concessionaire or Authority may suggest replacement of the Independent Auditor in

accordance with the appointment agreement for the Independent Auditor.

6.6.3. Costs The Concessionaire shall bear all reasonable costs in relation to the engagement of

the Independent Auditor. The Concessionaire shall deposit annually and in advance

the agreed fees for the Independent Auditor in the bank account or bank accounts

designated by Authority. Gujarat Medical Services Corporation Limited Page 43

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 6.6.4. Undertakings of the Authority Without prejudice to or limiting any other undertakings or obligations of Authority

under this Agreement –

a) Authority shall ensure that the Concessionaire receives Viability Gap Funding

as provided in the Bid Documents;

b) In the event of any action or suit to prevent, prohibit or otherwise challenge

the procedural or substantive validity of this Agreement or any of the

activities contemplated under the Project Agreements, the Authority shall, if

requested in writing by the Concessionaire, take such reasonable action as is

available to it to challenge and to mitigate such effects;

c) The Authority shall ensure that during each alternate year, the upper ceiling

of the User Charges is escalated by 5% (five percent) in the manner detailed

in Schedule B and Schedule J of this Agreement; and

d) Upon the Concessionaire performing the covenants herein, the Authority shall

not at any time during the term hereof, interfere with peaceful exercise of the

rights and discharge of the obligations by the Concessionaire except as in

accordance with this Agreement and Applicable Law. 6.6.5. Viability Gap Funding Payments Procedure for payment of Grant

a) The Authority shall pay to the Concessionaire an amount equal to Rs 1 crores per MRI and Rs 50 lacs per CT Scan Machine as specified in Schedule D of this Agreement (the “Viability Gap Fund”) within first year of the Project;

b) The Viability Gap Fund shall be released by the Authority in the following

manner:

• 20% funds would be released within 7 days of receipt of installation

report received from the concerned Medical Superintendent of the

hospital where the Project Facility is based 20% funds (each) would

be released after 3,6,9 & 12 months of operations of equipment

c) The Viability Gap Funding would be in the form of an interest free loan to the

Concessionaire, to be adjusted against the free tests to be performed on the

Economically Weaker Patients (not sponsored under various scheme) and

emergency/ case during the period of Concession.

d) The authority would have sole discretion of cross adjusted the viability gap

funding across different sites within the tender limit as and when required.


Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 6.6.6. Exclusions to Auhority’s undertakings

Neither the Authority nor any of its agents, employees or consultants shall be liable

to the Concessionaire in contract, tort (including negligence or breach of statutory

duty), statute or otherwise as a result of –

a) any inaccuracy, omission, unfitness for any purpose or inadequacy of any kind

whatsoever in the Disclosed Data; or

b) any failure to make available to the Concessionaire any materials, documents,

drawings, plans or other information relating to the Project.

6.6.7. Authority’s Actions in support of the Concessionaire The Authority shall –

a) ensure, on a best efforts basis, that the Expert Committee, discharges its

duties in accordance with the spirit and intent of this Agreement;

b) upon the Concessionaire’s request, grant all the Applicable Permits which are

necessary 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 complying with the eligibility /and any other relevant criteria

for the grant of such Applicable Permits applied for on a non-discriminatory

basis;

c) assist the Concessionaire on a best efforts basis to obtain Applicable Permits

from any Government Agency (other than Authority) required for the

implementation of the Project from time to time; and

d) act in a transparent and equitable manner, having due regard to the

continued operation and viability of the Project.



ARTICLE 7: COLLECTION & PAYMENT OF USER CHARGES 7.1. Collection & Payment of User Charges 7.1.1. In consideration of the Services rendered by the Concessionaire under this

Agreement, the Authority shall authorize the Concessionaire to charge and recover

from the patients “User Charges” as per terms of this agreement except from

Economically Weaker Patients; ; Economically Weaker Patients; OPD means: Patients

enrolled in OPD register of Medical college Hospital with some pathology/injury. And

IPD defined as Patient admitted in Hospital ward for diagnosis and treatment

purpose. Economically Weaker Patients for providing his services as per the

provisions of Schedule B of this Agreement; 7.1.2. Subject to the provisions of this Agreement and in consideration of the

Concessionaire accepting the Concession and undertaking to perform and discharge

its obligations in accordance with the terms, conditions and covenants set forth in

this Agreement, the concessionaire would be entitled to receive User Charges for the

Economically Weaker Patients for providing his services as per the provisions of

Schedule B of this Agreement Economic weaker group:1.All BPL category patients

2.MAA and MAA vatsalya Yojna card holders,Prisioners, Leprosy and TB patients,HIV

Positive patients will be consider as economic weaker section patient.

Private Patient: Patient’s coming in Hospital only for CT MRI with private Doctor’s

prescription 7.1.3. The Authority reserves the right to perform due diligence of accounts

maintained by Medical Superintendent.

7.1.4. The Concessionaire would give details of the Tests conducted on all the

patients including Economically Weaker Patients during the preceding month to the

Authority within 5 (five) days of the succeeding month in the format prescribed in

Schedule I of this Agreement; 7.1.5. As per 4-2 (b) The Authority shall review the Usage Charges for Economically

Weaker Patients on a monthly basis. After receipt of duly certified bills from the

Medical Superintendent concerned, it shall adjust the User Charges for the Tests

conducted on Economically Weaker Patients will be charged from RSBY card, MAA

Yojna the a in case major operations to be done and fulfilling norms of

it,Govt.programs will pay according to scheme program provisions and other weaker

sections not covered in scheme including prisioners,HIV positive, disaster and mass

accidents which are consider as medical superintendent’s discretions will be cross

adjusted in same tender location against the Viability Gap Fund provided to the

Concessionaire till that time and will be liable to make payments for only the amount

in excess of Viability Gap Fund released by that time;

7.1.6. If, for any particular quarter, the percentage of normal test reports are more than

60% of total tests performed, a penalty of 50% would be levied from concessionaries for

all normal reports beyond 60% of total reports generated for a quarter and the penalty

will be deducted from subsequent month’s payment.

ii) Advertisement / Hoarding

The Concessionaire shall not allow any kind of advertisement/ hoarding or other

commercial activity to be carried on at the Project Site other than the

Supplementary Activities.

7.3. Penalty

a) If a denial of service is established by the Expert Committee and confirmed by

the Medical Superintendent, the Concessionaire would be liable for penalty to

the extent of 3 (three) times the cost of the diagnostic test as specified in this

Agreement; and

b) The denial of service is defined in Schedule F (O&M Requirements) of this

Agreement;

c) The penalty in respect to Denial of Service would also be monitored on a

quarterly basis. The penalty in respect thereof would also be deducted from

the amount payable to the Concessionaire as determined in Clause 7.1 above;

d) If the Concessionaire fails to maintain 98% uptime of equipment, he would be

liable to pay a penalty of 0.05% of the cost of equipment as per Schedule D per

each extra day of downtime, if no alternative arrangement as specified in Service

Level Indicators (Article 5.3.9) is made by him, or the total downtime for a

calendar year exceeds 95% (18 days).

e) However, if an alternative arrangement to the satisfaction of Authority is made, he

will not be liable to pay penalty if the total downtime for a calendar year is up to 18

days. (i.e. total downtime for that additional years is up to 10% or 36 days)

however if the total down time exceed this upper cost and additional amount of

0.05% cost of equipment would be levied per extra day down time (if alternative

arrangement is made) 0.02% cost of equipment for extra day of down time. no

alternative agreement is need. 7.4. Change of Scope The Authority may, notwithstanding anything to the contrary contained in this

Agreement, require provision of such addition/ deletion to the works or addition/

deletion in services due to technology obsolescence or any other changes in the

Project Facility which are beyond the scope of the Project as contemplated by this

Agreement (“Change of Scope”), provided such changes do not require

expenditure exceeding 5% (five) of the Project Cost and does not adversely affect

the COD. All such changes shall be made by Authority by an order (the “Change of

Scope Order”) issued in accordance with the procedure set forth in this Clause. 7.5. Procedure for Change of Scope The Authority shall whenever it desires provision of addition/ deletion of items of

work and services referred to in Clause 7.4 above, issue to the Concessionaire a

notice of change of scope (the “Change of Scope Notice”). Upon receipt of such

Change of Scope Notice, the Concessionaire shall within 15 days provide to Authority

such information as is necessary and reasonable together with preliminary

documentation in support of the following: the impact, if any, which the Change of

Scope is likely to have on the scheduled project completion date if the work

isrequired to be carried out before COD, and the cost to the Concessionaire of

complying with such Change of Scope Notice (including, without limitation, material

and labour cost information furnished in accordance with the current schedule of

rates applicable to the works assigned by Authority to its contractors, including the

premium on such rates), the options suggested for implementing the proposed

Change of Scope and the effect, if any, each such option would have on the costs

and time for the implementation thereof including a detailed breakdown by work

classifications. Provided, however, that the cost of providing such information shall

be reimbursed to the Concessionaire by Authority. If the Authority desires, after receipt of information set forth in sub-clause (b) to

proceed with the Change of Scope, it shall convey the desired option (with or without

modification) to the Concessionaire by issuing a Change of Scope Order within 30

days and thereupon the Parties shall make good faith efforts to mutually agree upon

the costs and time for implementing of the same. Upon reaching an agreement

relating to such costs and time, Authority shall issue a written confirmation of the

Change of Scope and thereupon the Concessionaire shall proceed with performance

of such order. In the event, the Parties are unable to agree, Authority may, by

issuing a confirmation in writing of such Change of Scope Order, require the

Concessionaire to proceed with the performance of the Change in Scope Order

pending resolution of such dispute. A Change of Scope Order will be effective and

binding upon issuance of a confirmation of such Change of Scope Order by Authority.

Notwithstanding a dispute regarding cost and time for implementation of such

Change of Scope Order, the Concessionaire shall proceed with the performance of

such Change of Scope Order promptly following Authority’s confirmation pursuant to

Clause 7.4.1(c). Pending resolution of such dispute, Authority shall pay to the

Concessionaire, if the Change of Scope Order involves increase in bill of quantities an

amount equal to the costs that are certified by the competent authority. All claims by

the Concessionaire pursuant to this Clause 7.4 shall be supported by such

documentation as is reasonably sufficient for Authority to determine the accuracy

thereof, including invoices from Contractors and certification of such claims by the

Statutory Auditors.


ARTICLE 8: FORCE MAJEURE AND CHANGE IN LAW 8.1. Force Majeure Events Any of the following events which is beyond the control of the Party claiming to be

affected thereby (“Affected Party”) and which the Affected Party has been unable

to overcome or prevent despite exercise of due care and diligence, and prevents the

Affected Party from performing or discharging its obligations under this Agreement,

shall constitute Force Majeure Events –

a. earthquake, flood, inundation and landslide;

b. storm, tempest, hurricane, cyclone, lightning, thunder or other extreme

atmospheric disturbances;

c. fire caused by reasons not attributable to the Concessionaire or any of the

employees, contractors or agents appointed by the Concessionaire for

purposes of the Project;

d. acts of terrorism;

e. strikes, labour disruptions or any other industrial disturbances not arising on

account of the acts or omissions of the Concessionaire or its contractors;

f. action of a Government Agency having Material Adverse Effect including but

not limited to –

i. acts of expropriation, compulsory acquisition or takeover by any

Government Agency of the Project Facility or any part thereof or of the

Concessionaire’s or the contractor’s rights under any of the Project

Agreements;

ii. ii. any unlawful, unauthorised or without jurisdiction refusal to issue or to

renew or the revocation of any Applicable Permits, in each case, for

reasons other than Concessionaire’s or its contractor’s breach or failure in

complying with the Project Requirements, Applicable Laws, Applicable

Permits, any judgment or order of a Governmental Agency or of any

contract by which the Concessionaire or its contractors as the case may be

is bound;

g. early termination of this Agreement by the Authority for reasons of national

emergency, national security or the national interest;



h. any failure or delay of a Concessionaire caused by any of the events

mentioned in (f) and (g) above, for which no offsetting compensation is

payable to the Concessionaire by or on behalf of its contractors;

i. war, hostilities (whether declared or not), invasion, act of foreign enemy,

rebellion, riots, weapon conflict or military actions, civil war, ionising radiation,

contamination by radioactivity from nuclear fuel, any nuclear waste,

radioactive toxic explosion, volcanic eruptions, any failure or delay of a

Contractor caused by the events mentioned in this sub-clause for which no

offsetting compensation is payable to the Concessionaire by or on behalf of

the contractor;

8.2. Obligations of the Parties

a. As soon as practicable and in any case within 7 (seven) days of the date of

occurrence of a Force Majeure Event or the date of knowledge thereof, the

Affected Party shall notify the other Party of the same setting out, inter alia,

the following in reasonable detail –

i) the nature and extent of the Force Majeure Event;

ii) the estimated duration of the Force Majeure Event;

iii) the nature of and the extent to which, performance of any of its

obligations under this Agreement is affected by the Force Majeure Event;

iv) the measures which the Affected Party has taken or proposes to take to

alleviate/mitigate the impact of the Force Majeure Event and to resume

performance of such of its obligations affected thereby; and

v) any other relevant information concerning the Force Majeure Event, and

/or the rights and obligations of the Parties under this Agreement;

b. As soon as practicable and in any case within 5 (five) days of notification by

the Affected Party in accordance with the preceding Clause 8.2(a), the Parties

along, shall meet and hold discussions in good faith and where necessary

conduct physical inspection/survey of the Project Facility in order to –

i) assess the impact of the underlying Force Majeure Event;

ii) to determine the likely duration of Force Majeure Event; and Gujarat Medical Services Corporation Limited Page 52


iii) to formulate damage mitigation measures and steps to be undertaken by

the Parties for resumption of obligations, the performance of which shall

have been affected by the underlying Force Majeure Event.

c. The Affected Party shall during the duration of Force Majeure Event provide to

the other Party with regular (not less than fortnightly) reports concerning the

matters set out in the preceding clause (b) as also any information, details or

document, which the Parties may reasonably require.

8.3. Performance of Obligations If the Affected Party is rendered wholly or partially unable to perform any of its

obligations under this Agreement because of a Force Majeure Event, it shall be

excused from performance of such obligations to the extent it is unable to perform

the same on account of such Force Majeure Event provided that –

a) due notice of the Force Majeure Event has been given as required by the

preceding Clause 8.2;

b) the excuse from performance shall be of no greater scope and of no longer

duration than is necessitated by the Force Majeure Event;

c) the Affected Party has taken all reasonable efforts to avoid, prevent, mitigate

and limit damage, if any, caused or is likely to be caused to the Project Facility

as a result of the Force Majeure Event and to restore the Project Facility, in

accordance with the Good Industry Practice and its relative obligations under

this Agreement;

d) when the Affected Party is able to resume performance of its obligations under

this Agreement, it shall give to the other Party written notice to that effect

and shall promptly resume performance of its obligations hereunder, the non-

issue of such notice being no excuse for any delay for resuming such

performance;

e) the Affected Party shall continue to perform such of its obligations which are

not affected by the Force Majeure Event and which are capable of being

performed in accordance with this Agreement; and

f) any insurance proceeds received shall, subject to the provisions of Financing

Documents, be entirely applied to repair, replace or re-instate the assets



damaged on account of the Force Majeure Event, or in accordance with Good

Industry Practice. 8.4. Termination due to Force Majeure Event 8.4.1. Termination

a) If a Force Majeure Event, is an event described under Clauses 8.1(a) to 8.1(e)

and 8.1(i), continues or is in the reasonable judgement of the Parties likely to

continue beyond a period of 120 (one hundred and twenty) days, the Parties

may mutually decide to terminate this Agreement or continue this 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

period of 120 (one hundred and twenty) days, be entitled to terminate this

Agreement; and

b) If the Force Majeure Event is an event described in 8.1 (f), 8.1 (g) or 8.1 (h)

and the Concessionaire having exhausted the remedies available to him under

the Applicable Laws, has been unable to secure the remedy, the

Concessionaire shall be entitled to terminate this Agreement. Provided that the Parties may by mutual agreement, decide to continue this

Agreement on revised terms or to terminate this Agreement, if the event described in

8.1 (f), 8.1 (g) or 8.1 (h) subsists or is likely to subsist for a period exceeding 180

(one hundred and eighty) days, then either Party shall be entitled to terminate this

Agreement. Provided further, the Authority may at its sole discretion have the option

to terminate this Agreement any time after the occurrence of any event described

under Clauses 8.1(f), 8.1(g) or 8.1(h). 8.4.2. Termination Notice

(i) If either Party, having become entitled to do so, decides to terminate

thisAgreement pursuant to the preceding clause 8.4.1 (a) or 8.4.1 (b), it shall

issue Termination Notice setting out ;

(ii) in sufficient detail the underlying Force Majeure Event;

(iii) ii. the Termination Date which shall be a date occurring not earlier than 60

(sixty) days from the date of Termination Notice; Gujarat Medical Services Corporation Limited Page 54


(iv) iii. the estimated Termination Payment including the details of computation

thereof; and

(v) iv. any other relevant information. 8.4.3. Obligation of Parties Following issue of Termination Notice by either Party, the Parties shall promptly take

all such steps as may be necessary or required to ensure that: i. the Termination Payment, if any, payable by the Authority in accordance with this

Agreement is paid to the Concessionaire on the Termination Date; and ii. the Project Facility along with all the Project Assets is handed back to the

Authority by the Concessionaire on the Termination Date free from all Encumbrances.

8.4.4. Termination Payment In case of Termination of this Agreement due to a Force Majeure Event post the COD

(i.e. during the Concession Period), Termination Payment shall be made to the

Concessionaire by the Authority in accordance with the following: If Termination is

due to a Force Majeure Event, described under Clauses 8.1(a) to 8.1(e), no

Termination Payment shall be made by the Authority to the Concessionaire but, the

Concessionaire shall be entitled to receive and appropriate the proceeds of any

amounts under insurance policies. If Termination is due to the occurrence of any

event described under Clauses 8.1(f) or 8.1(g) or 8.1(h) or 8.1 (i), the Authority shall

pay to the Concessionaire Termination Payment equal book value minus

depreciationof the all the equipment (excluding the cost of MRI), building, furniture

and other accessories installed by the Concessionaire through its own funding.

Provided that the Authority shall be entitled to deduct from the Termination Payment

any amount due and recoverable by the Authority from the Concessionaire as on the

Termination Date.

8.5. Liability for other losses, damages etc. Save and except as expressly provided in this Clause, neither Party hereto shall be

liable in any manner whatsoever to the other Party in respect of any loss, damage,

cost, expense, claims, demands and proceedings relating to or arising out of

occurrence or existence of any Force Majeure Event. Gujarat Medical Services Corporation Limited Page 55

Draft Service Level Agreement for establishment, operation and maintenance of MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 8.6. Change in Law 8.6.1. Change in Law shall mean the occurrence or coming into force of any of the

following, after the Effective Date –

a) the enactment of any new Indian law;

b) the repeal, modification or re-enactment of any existing Indian law; and

c) a change in the interpretation or application of any Indian law by a court of

record. Provided that Change in Law shall not include –

a) coming into effect, after the Effective Date, of any provision or statute which

is already in place as of the Effective Date;

b) any new law or any change in the existing law under the active consideration

of or in the contemplation of any government as of the Effective Date which is

a matter of public knowledge; 8.6.2. Subject to Change in Law resulting in Material Adverse Effect and subject to

the Concessionaire taking necessary measures to mitigate the impact or likely impact

of Change in Law on the Project, if as a consequence of a Change in Law, the

Concessionaire is obliged to incur additional costs, the Authority shall not reimburse

any such costs; 8.6.3. Upon occurrence of a Change in Law, the Concessionaire may, notify the

Authority of the following –

(i) the nature and the impact of Change in Law on the Project;

(ii) in sufficient detail, the estimate of the additional Cost likely to be incurred by

the Concessionaire on account of Change in Law; and

(iii) the measures, which the Concessionaire has taken or proposes to take to

mitigate the impact of Change in Law, including in particular, minimizing the

additional cost. Gujarat Medical Services Corporation Limited Page 56


ARTICLE 9: EVENTS OF DEFAULT AND TERMINATION 9.1 Events of Default Event of Default shall mean either Concessionaire Event of Default or the Authority

Event of Default or both as the context may admit or require. 9.1.1. Concessionaire Event of Default Any of the following events shall constitute an Event of Default by the Concessionaire

(“Concessionaire Event of Default”) unless such event has occurred as a result of

one or more reasons set out in Clause 5.4:

a) At any time during the Concession Period, the Concessionaire fails to adhere

to the O&M Requirements and has failed to remedy the same within 60 (sixty)

days;

b) The Concessionaire is in Material Breach of any of its obligations under this

Agreement and the same has not been remedied for more than 60 (sixty)

days;

c) If the Concessionaire fails to achieve the Project deliverables as evaluated by

the Expert Committee set up pursuant to Clause 6.3 (a) and fails to

implement corrective action and show improvements in the Project

deliverables within 60 (sixty) days;

d) Any representation made or warranty given by the Concessionaire under this

Agreement is found to be false or misleading;

e) A resolution has been passed by the shareholders of the Concessionaire for

voluntary winding up/dissolution of the Concessionaire;

f) Any petition for winding up of the Concessionaire has been admitted and

liquidator or provisional liquidator has been appointed or the Concessionaire

has been ordered to be wound up by a Court of competent jurisdiction, except

for the purpose of amalgamation or reconstruction or establishment with the

prior consent of the Authority, provided that, as part of such amalgamation or

reconstruction or establishment and the amalgamated or reconstructed or

established entity has unconditionally assumed all surviving obligations of the

Concessionaire under this Agreement;

g) The Concessionaire has abandoned the Project; Gujarat Medical Services Corporation Limited Page 57


h) The Concessionaire has repudiated this Agreement or has otherwise expressed

an intention not to be bound by this Agreement; and

i) The Concessionaire has suffered an attachment levied on any of its assets

which has caused or is likely to cause a Material Adverse Effect on the Project

and such attachment has continued for a period exceeding 90 (ninety) days. 9.1.2. Authority’s Event of Default Any of the following events shall constitute an event of default by the Authority (“the

Authority’s Event of Default”), when not caused by a Concessionaire Event of Default

or a Force Majeure Event –

a) the Authority is in Material Breach of any of its obligations under this

Agreement and has failed to cure such breach within 60 (sixty) days of receipt

of notice thereof issued by the Concessionaire;

b) the Authority has repudiated this Agreement or otherwise expressed its

intention not to be bound by this Agreement;

c) the Authority has unreasonably withheld or delayed grant of any approval or

permission which the Concessionaire is obliged to seek under this Agreement,

and thereby caused or likely to cause Material Adverse Effect;

d) any governmental action not arising out of a breach, default or lapse on the

part of the Concessionaire, whereby the Concession/ this Agreement becomes

inoperable or takeover by any Government Agency of the Project/ Project

Facilities or any part thereof, thereby causing Material Adverse Effect; and

e) any representation made or warranties given by the Authority under this

Agreement has been found to be false or misleading.

9.2 Termination due to an Event of Default 9.2.1. Termination for Concessionaire Event of Default

a) Provided that upon the occurrence of a Concessionaire Event of Default as

specified under Clause 9.1, the Authority may immediately terminate this

Agreement by issue of Termination Notice in the manner set out under Clause

9.2.3; Gujarat Medical Services Corporation Limited Page 58


b) If the Authority decides to terminate this Agreement pursuant to preceding

clause (i), it shall in the first instance issue Preliminary Notice to the

Concessionaire. Within 30 (thirty) days of receipt of the Preliminary Notice,

the Concessionaire shall submit to the Authority in sufficient detail, the

manner in which it proposes to cure the underlying Event of Default (the

“Concessionaire's Proposal to Rectify”). In case of non-submission of the

Concessionaire’s Proposal to Rectify within the said period of 30 (thirty) days,

the Authority shall be entitled to terminate this Agreement by issuing

Termination Notice, and to appropriate the Performance Security, if

subsisting; and

c) If the Concessionaire's Proposal to Rectify is submitted within the period

stipulated therefore, the Concessionaire shall have further period of 30 (thirty)

days (“Cure Period”) to remedy/ cure the underlying Event of Default. If,

however the Concessionaire fails to remedy/ cure the underlying Event of

Default within such further period allowed, the Authority shall be entitled to

terminate this Agreement, by issue of Termination Notice and to appropriate

Performance Security, if subsisting. 9.2.2. Termination for Authority Event of Default

a) Without prejudice to any other right or remedy which the Concessionaire may

have in respect thereof under this Agreement, upon the occurrence of the

Authority Event of Default, the Concessionaire shall be entitled to terminate

this Agreement by issuing Termination Notice;

b) If the Concessionaire decides to terminate this Agreement pursuant to

preceding clause (i) it shall in the first instance issue Preliminary Notice to the

Authority. Within 30 (thirty) days of receipt of Preliminary Notice, the

Authority shall forward to the Concessionaire its proposal to remedy/ cure the

underlying Event of Default (the “the Authority Proposal to Rectify”). In

case of non-submission of the Authority Proposal to Rectify within the period

stipulated therefore, Concessionaire shall be entitled to terminate this

Agreement by issuing Termination Notice; and

c) If the Authority Proposal to Rectify is forwarded to the Concessionaire within

the period stipulated therefore, the Authority shall have further period of 30

(thirty) days to remedy/ cure the underlying Event of Default. If, however the Gujarat Medical Services Corporation Limited Page 59


Authority fails to remedy/ cure the underlying Event of Default within such

further period allowed, the Concessionaire shall be entitled to terminate this

Agreement by issuing Termination Notice. 9.2.3. Termination Notice If a Party, having become entitled to do so decide to terminate this Agreement

pursuant to the preceding sub clause (a) or (b), it shall issue Termination Notice

setting out –

a) in sufficient detail the underlying Event of Default;

b) the Termination Date which shall be a date occurring not earlier than 30 (thirty) days from the date of Termination Notice;

c) the estimated termination payment including the details of computation

thereof; and

d) any other relevant information. 9.2.4. Obligation of Parties Following issue of Termination Notice by either Party, the Parties shall promptly take

all such steps as may be necessary or required to ensure that –

a) until Termination the Parties shall, to the fullest extent possible, discharge

their respective obligations so as to maintain the continued operation of the

Project Facility;

b) the termination payment, if any, payable by the Authority is paid to the

Concessionaire on the Termination Date; and

c) the Project Facility along with all the Project Assets is handed back to the

Authority by the Concessionaire on the Termination Date free from any

Encumbrance along with any payment that may be due by the Concessionaire

to the Authority . 9.2.5. Withdrawal of Termination Notice Notwithstanding anything inconsistent contained in this Agreement, if the Party who

has been served with the Termination Notice cures the underlying Event of Default to

the satisfaction of the other Party at any time before the Termination occurs, the

Termination Notice shall be withdrawn by the Party which had issued the same.

Provided that the Party in breach shall compensate the other Party for any direct Gujarat Medical Services Corporation Limited Page 60

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. costs/ consequences occasioned by the Event of Default which caused the issue of

Termination Notice. 9.2.6. Termination Payments due to an Event of Default

a) Termination on account of Concessionaire Event of Default: The Performance Security given by the Concessionaire shall be forfeited upon

Termination of this Agreement on account of Concessionaire Event of Default.

b) Termination on account of Authority Event of Default: Upon Termination of this Agreement on account of Authority Event of Default, the

Concessionaire shall be entitled to revoke the Performance Security, if subsisting, and

receive from the Authority, termination payment equal to 100% (one hundred per

cent) of the Book Value less the amount of Grant(viability fund). 9.3 Rights of the Authority on Termination

a) Upon Termination of this Agreement for any reason whatsoever, the Authority

shall upon making the Termination Payment, if any; to the Concessionaire

have the power and authority to –

(i) enter upon and take possession and control of the Project Site / Project

Facility forthwith together with all the Diagnostic Equipment installed

therein; and

(ii) ii. prohibit the Concessionaire and any person claiming through or under

the Concessionaire from entering upon/ dealing with the Project Site

/Project Facility; and

b) Notwithstanding anything contained in this Agreement, the Authority shall not,

as a consequence of Termination or otherwise, have any obligation

whatsoever including but not limited to obligations as to compensation for loss

of employment, continuance or regularisation of employment, absorption or

re-employment on any ground, in relation to any person in the employment of

or engaged by the Concessionaire in connection with the Project, and the

Hand back of the Project Facility by the Concessionaire to the Authority shall

be free from any such obligation. Gujarat Medical Services Corporation Limited Page 61

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 9.4 Accrued Rights of Parties Notwithstanding anything to the contrary contained in this Agreement, Termination

pursuant to any of the provisions of this Agreement shall be without prejudice to

accrued rights of either Party including its right to claim and recover money damages

and other rights and remedies which it may have in law or contract. The rights and

obligations of either Party under this Agreement, including without limitation those

relating to the Termination Payment, shall survive the Termination but only to the

extent such survival is necessary for giving effect to such rights and obligations. 9.5 Lenders’ Step-in Rights Notwithstanding anything to the contrary contained in this Agreement, the Parties

hereby agree that:

(i) upon the Lenders recalling and demanding the debt outstanding under the

Financing Documents (following an event of default under the Financing

Documents), or

(ii) upon a Termination Notice being issued by the Authority, the Lenders shall, without prejudice to any other remedy available to them, have the

option to propose to the Authority the substitution of the Concessionaire by another

suitable company (“Proposed Concessionaire”). Any such proposal shall contain in

sufficient detail all the relevant information about the Proposed Concessionaire and

the terms and conditions of the substitution. Upon receipt of the Lenders’ proposal

pursuant to the preceding sub-clause (a), the Authority shall, at its discretion, have

the right to accept substitution of the Concessionaire on such terms and conditions as

it may deem fit. Provided that any such substitution shall: be on terms and conditions of the Concession which are not less favourable to the

Authority than those prevailing at the time of substitution, and be for the remaining

period of Concession only. In the event of substitution as aforesaid, all the rights,

privileges and the benefits of the Concessionaire shall be deemed to have been

transferred to and vested in the Proposed Concessionaire and the Authority and the

Proposed Concessionaire shall take such steps and enter into such documents as may

be necessary to give effect to the substitution. Upon the substitution of the

Concessionaire becoming effective as aforesaid, the Concessionaire shall Hand Back Gujarat Medical Services Corporation Limited Page 62

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. to the Authority or upon instructions of the Authority to the Proposed Concessionaire

and for the purpose of giving effect to this provision, the Authority shall have all

such rights as are provided in Clause 9.3. Gujarat Medical Services Corporation Limited Page 63


ARTICLE 10: HANDBACK REQUIREMENTS 10.1. Ownership Without prejudice and subject to the Concession, the ownership of the Project Site,

and the Project Facility (including the Project therein), including all improvements

made therein by the Concessionaire, shall at all times remain that of the Authority. 10.2. Obligations of Parties 10.2.1. Concessionaire’s Obligations

a) The Concessionaire shall on the date of expiry of the Concession Period, hand back vacant and peaceful possession of the Project Facility to the Authority free of cost and in good operable condition;

b) At least 12 (twelve) months before the expected expiry of the Concession

Period a joint inspection of the Project Facility shall be undertaken by the Authority and Concessionaire. the Authority shall, within 45 (forty five) days of such inspection prepare and furnish to the Concessionaire a list of jobs (“Project Facility Hand back Requirements”), if any, to be carried out so as to conform to the O&M Requirements. The Concessionaire shall promptly undertake and complete such jobs at least 3 (three) months prior to the expected expiry of the Concession Period and ensure that the Project Facility continues to meet such requirements until the same are handed back to the Authority;

c) the Authority shall, within 15 (fifteen) days of the joint inspection undertaken

under preceding clause (ii) prepare and furnish to the Concessionaire a list of items, if any, with corresponding distinctive descriptions, which are to be compulsorily handed back to the Authority along with the Project Facility; and

d) The Concessionaire hereby acknowledges the Authority’s rights specified in

Clause 10.3 enforceable against it upon Termination and its corresponding obligations arising there from. The Concessionaire undertakes to comply with and discharge promptly all such obligations.

10.3. Authority’s Obligations The Authority shall, subject to the Authority’s right to deduct necessary amount from the Performance Security, be entitled to direct the Concessionaire to:

(a) carry out jobs listed, which have not been carried out by the Concessionaire; and

(b) purchase items, which have not been handed back to the Authority along with the Project Facility.



ARTICLE 11: DISPUTE RESOLUTION 11.1. Amicable Resolution

a) Save where expressly stated to the contrary in this Agreement, any dispute,

difference or controversy of whatever nature between the Parties, howsoever

arising under, out of or in relation to this Agreement (the “Dispute”) shall in

the first instance be attempted to be resolved amicably in accordance with the

procedure set forth in sub-clause (b) below; and

b) Either Party may require such Dispute to be referred to the highest decision

making officers of both Parties concerned (to be specified and stated out

clearly at the time of Agreement) for the time being, for amicable settlement.

Upon such reference, the two shall meet at the earliest mutual convenience

and in any event within 15 (fifteen) days of such reference to discuss and

attempt to amicably resolve the Dispute. If the Dispute is not amicably settled

within 15 (fifteen) days of such meeting between the two, either Party may

refer the Dispute to arbitration in accordance with the provisions of Clause

11.2 below. 11.2. Arbitration 11.2.1. Procedure Subject to the provisions of Clause 11.1, any dispute, which is not resolved amicably,

shall be finally settled by binding arbitration under the Arbitration Act. The arbitration

shall be by a panel of three arbitrators, one to be appointed by each Party and the

third to be appointed by the two arbitrators appointed by the Parties. The Party

requiring arbitration shall appoint an arbitrator in writing, inform the other Party

about such appointment and call upon the other Party to appoint its arbitrator. If

within 30 (thirty) days of receipt of such intimation if the other party fails to appoint

its arbitrator or if two arbitrators appointed by each party fail to appoint the third

arbitrator, the Party seeking appointment of arbitrator may take further steps in

accordance with The Arbitration and Conciliation Act, 1996. 11.2.2. Place of Arbitration The place of arbitration shall ordinarily be Gandhinagar or Gujarat High court but by

agreement of the Parties, the arbitration hearings, if required, may be held

elsewhere. Gujarat Medical Services Corporation Limited Page 65

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 11.2.3. Language The request for arbitration, the answer to the request, the terms of reference, any

written submissions, any orders and awards shall be in English or Hindi and, if oral

hearings take place, English or Hindi shall be the language to be used in the

hearings. 11.2.4. Enforcement of Award The Parties agree that the decision or award resulting from arbitration shall be final

and binding upon the Parties and shall be enforceable in accordance with the

provisions of the Arbitration and Reconciliation Act, 1996 subject to the rights of the

aggrieved parties to secure relief from any higher forum. 11.2.5. Performance during Arbitration Pending the submission of and/or decision on a dispute and until the arbitral award is

published; the Parties shall continue to perform their respective obligations under this

Agreement, without prejudice to a final adjustment in accordance with such award. Gujarat Medical Services Corporation Limited Page 66


ARTICLE 12: REPRESENTATIONS, WARRANTIES AND DISCLAIMER 12.1. Representations and Warranties of the Concessionaire The Concessionaire represents and warrants to the Authority that –

a) it is duly organised, validly existing and in good standing under the laws of

India;

b) it has full power and authority to execute, deliver and perform its obligations

under this Agreement and to carry out the transactions contemplated hereby;

c) it has taken all necessary corporate and other action under Applicable Laws

and its constitutional documents to authorise the execution, delivery and

performance of this Agreement;

d) it has the financial standing and capacity to undertake the Project;

e) this Agreement constitutes its legal, valid and binding obligation enforceable

against it in accordance with the terms hereof;

f) the execution, delivery and performance of this Agreement will not conflict

with, result in the breach of, constitute a default under or accelerate

performance required by any of the terms of the Concessionaire’s

memorandum and articles of association or any Applicable Laws or any

covenant, agreement, understanding, decree or order to which it is a party or

by which it or any of its properties or assets are bound or affected;

g) there are no actions, suits, proceedings or investigations pending or to the

Concessionaire’s knowledge threatened against it at law or in equity before

any court or before any other judicial, quasi-judicial or other authority, of

which may constitute Concessionaire Event of Default or which individually or

in the aggregate may result in Material Adverse Effect;

h) it has no knowledge of any violation or default with respect to any order, writ,

injunction or any decree of any court or any legally binding order of any

Government Agency which may result in Material Adverse Effect;

i) it has complied with all Applicable Laws and has not been subject to any fines,

penalties, injunctive relief or any other civil or criminal liabilities which in the

aggregate have or may have Material Adverse Effect; Gujarat Medical Services Corporation Limited Page 67


j) subject to receipt by the Concessionaire from the Authority of any amount due

under any of the provisions of this Agreement, in the manner and to the

extent provided for under the applicable provisions of this Agreement all rights

and interests of the Concessionaire in and to the Project Site/Project Facility

shall pass to and vest in the Authority on the Termination Date free and clear

of all Encumbrances without any further act or deed on the part of the

Concessionaire or the Authority;

k) no representation or warranty by the Concessionaire contained herein or in

any other document furnished by it to the Authority or to any Government

Agency in relation to Applicable Permits contains or will contain any untrue

statement of material fact or omits or will omit to state a material fact

necessary to make such representation or warranty not misleading;

l) no bribe or illegal gratification has been paid or will be paid in cash or kind by

or on behalf of the Concessionaire to any person to procure the Concession;

and

m) without prejudice to any express provision contained in this Agreement, the

Concessionaire acknowledges that prior to the execution of this Agreement,

the Concessionaire has after a complete and careful examination made an

independent evaluation of the Project Site, and the information provided by

the Authority , and has determined to its satisfaction the nature and extent of

risks and hazards as are likely to arise or may be faced by the Concessionaire

in the course of performance of its obligations hereunder. The Concessionaire also acknowledges and hereby accepts the risk of inadequacy,

mistake or error in or relating to any of the matters set forth above and hereby

confirms that the Authority shall not be liable for the same in any manner

whatsoever to the Concessionaire. 12.2. Representations and Warranties of the Authority The Authority represents and warrants to the Concessionaire that –

a) the Authority has full power and authority to grant the Concession;

b) the Authority has taken all necessary action to authorise the execution,

delivery and performance of this Agreement;



c) This Agreement constitutes the Authority 's legal, valid and binding obligation

enforceable against it in accordance with the terms hereof; and

d) There are no suits or other legal proceedings pending or threatened against

in respect of the Project, Project Site or Project Facility.

12.3. Obligation to Notify Change In the event that any of the representations or warranties made/given by a Party

ceases to be true or stands changed, the Party who had made such representation

or given such warranty shall promptly notify the other of the same. Gujarat Medical Services Corporation Limited Page 69


ARTICLE 13: MISCELLANEOUS 13.1 Assignment and Charges

a) The Concessionaire shall not assign in favour of any person this Agreement or

the rights, benefits and obligations hereunder, save and except with prior

consent of the Authority;

b) The Concessionaire shall not create nor permit to subsist any Encumbrance

over the Project Site/ Project Facility, except with prior consent in writing of

the Authority , which consent the Authority shall be entitled to decline without

assigning any reason whatsoever;

c) Restraint set forth in sub-articles (a) and (b) above shall not apply to –

(i) liens/encumbrances arising by operation of law (or by an agreement

evidencing the same) in the ordinary course of business of the

Concessionaire;

(ii) pledges/hypothecation of goods/ moveable assets, revenue and

receivables as security for indebtedness, in favour of the Lenders and

working capital providers for the Project;

(iii) assignment of Concessionaire’s rights and benefits under this Agreement

and other Project Agreements to or in favour of the Lenders as security for

financial assistance provided by them. 13.2 Governing Law and Jurisdiction This Agreement shall be governed by the laws of India. The concerned courts of

Gujarat shall have jurisdiction over all matters arising out of or relating to this

Agreement. 13.3 Waiver

a) Waiver by either Party of any default by the other Party in the observance and

performance of any provision of or obligations under this Agreement –

(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; Gujarat Medical Services Corporation Limited Page 70


(ii) shall not be effective unless it is in writing and executed by a duly

authorised representative of such Party; and

(iii) shall not affect the validity or enforceability of this Agreement in any

manner; and

b) Neither the failure by either Party to insist on any occasion upon the

performance of the terms, conditions and provisions of this Agreement or any

obligation hereunder nor time or other indulgence granted by a Party to the

other Party shall be treated or deemed as waiver/breach of any terms,

conditions or provisions of this Agreement. 13.4 Survival Termination of this Agreement –

a) shall not relieve the Concessionaire or the Authority of any obligations already

incurred hereunder which expressly or by implication survives Termination

hereof, and

b) except as otherwise provided in any provision of this Agreement expressly

limiting the liability of either Party, shall not relieve either Party of any

obligations or liabilities for loss or damage to the other Party arising out of or

caused by acts or omissions of such Party, prior to the effectiveness of such

Termination or arising out of such Termination. 13.5 Amendments This Agreement and the Schedules together constitute a complete and exclusive

understanding of the terms of the Agreement between the Parties on the subject

hereof and no amendment or modification hereto shall be valid and effective unless

agreed to by both the Parties hereto and evidenced in writing. 13.6 Notices Unless otherwise stated, notices to be given under this Agreement including but not

limited to a notice of waiver of any term, breach of any term of this Agreement and

termination of this Agreement, shall be in writing and shall be given by hand


Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. delivery, recognised international courier, mail, telex or facsimile transmission and

delivered or transmitted to the Parties at their respective addresses set forth below –

If to the Authority – The Chief Medical Superintendent, Government & GMERS

Medical Colleges in Gujarat If to the Concessionaire – The Managing Director, [•]

(insert complete address with phone and fax details) 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.

a) in the case of any communication made by letter, when delivered by hand, by

recognised international courier or by mail (registered, return receipt

requested) at that address, and

b) in the case of any communication made by telex or facsimile, when

transmitted properly addressed to such telex number or facsimile number.

13.7 Severability If for any reason whatsoever 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, the validity, legality or

enforceability of the remaining provisions shall not be affected in any manner, and

the Parties shall negotiate in good faith with a view to agreeing upon one or more

provisions which may be substituted for such invalid, unenforceable or illegal

provisions, as nearly as is practicable. Provided failure to agree upon any such

provisions shall not be subject to dispute resolution under this Agreement or

otherwise. 13.8 No Partnership Nothing contained in this Agreement shall be construed or interpreted as constituting

a partnership between the Parties. Neither Party shall have any authority to bind the

other in any manner whatsoever. Gujarat Medical Services Corporation Limited Page 72

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 13.9 Language All notices required to be given under this Agreement and all communications,

documentation and proceedings which are in any way relevant to this Agreement

shall be in writing and in English language. 13.10 Exclusion of Implied Warranties etc. This Agreement expressly excludes any warranty, condition or other undertaking

implied at law or by custom or otherwise arising out of any other agreement between

the Parties and any representation by any Party not contained in a binding legal

agreement executed by the Parties. 13.11 Counterparts This Agreement may be executed in two counterparts, each of which when executed

and delivered shall constitute an original of this Agreement but shall together

constitute one and only the Agreement. IN WITNESS WHEREOF THE, PARTIES HAVE

EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DATE FIRST ABOVE

WRITTEN. IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED AND DELIVERED THIS AGREEMENT AS OF THE DAY, MONTH AND YEAR FIRST ABOVE WRITTEN

SIGNED, SEALED AND DELIVERED For and on behalf of the Authority, GOVERNMENT OF GUJARAT by:

(Signature) (Name)

THE COMMON SEAL OF CONCESSIONAIRE has been affixed pursuant to the resolution passed by the Board of

Directors of the Concessionaire at its meeting held on the _ day of , 20

hereunto affixed in the presence of _, Director, who has signed these presents in token thereof and _, Company Secretary/ Authorised Officer who has Countersigned the same in token thereof:

(Designation) In the presence of: 1. 2. Gujarat Medical Services Corporation Limited Page 73


Schedule A

Minimum Technical Specifications and Standards of the Diagnostic Equipment

1. The Concessionaire shall install diagnostic equipment required for offering

MRI/CT diagnostic services in Radiology;

2. The technical specifications described for list of equipment below are minimum

specifications, and the Concessionaire will have the flexibility of choosing a

higher specification than the one specified;

3. The Concessionaire also has the right to expand the capacity of the Diagnostic

Centre by installing additional diagnostic equipment at his own cost so as to

cater to the patients; (charges to be levied remaining unchanged)

4. The Concessionaire shall procure 1.5 Tesla MRI Machine, 128 Slice CT Scan

Machine or 16 Slice CT Scan Machine for installation, Operation & Maintenance

at various sites as specified in the bid document;

5. The Concessionaire shall have physical possession of the 1.5 Tesla MRI

Machine, 128 Slice CT Scan Machine or 16 Slice CT Scan Machine on or before

the Scheduled Project Completion Date;

6. The minimum indicative list of equipment with their specification is indicated

below:

ANNEXURE - A

16 slice CT scan

No. Technical specification

1 16 rows of detectors, capable of acquiring 16 slices per rotation. DICOM ready with true isotrophic volume acquisition and sub mm resolution

2 Gantry

Aperture - minimum 70 cm

FOV - 50 cm or more

Tilt-+/-30 degrees Gujarat Medical Services Corporation Limited Page 75


Laser alignment lights should define both internal and external scan planes with high accuracy, operate over full range of gantry tilt and perpendicular relationship of coronal and axial lights should remain even when the gantry tilts

3 X-Ray generator

High frequency type

Power output - 50 kW or higher 4 X-ray tube

Please specify kV and MA range

Anode heat storage capacity 3.5MHU or more

Tube cooling should be 800 KHU/ min or more

5 Patient Table

Load carrying capacity minimum 200 kg

In-out and up-down movement should be

possible Horizontal table speed - please specify

Vertical table travel: range and speed should be specified.

Scan range, with and without head holder: should be at least 150 cm without head holder.

Automatic re-centering facility on scan plane with changes in vertical position will be preferred.

Please specify scannable range

6 Scan parameters

minimum 0.6 sec for 360 deg rotation

minimum slice thickness less than 0.625 mm

Scan Time: Specify the minimum long with the temporal resolution. The scan time for one gantry rotation of complete 360 degree should be specified

Slice increment: specify range

Rotation Times: specify the minimum and maximum.

Gapless Spiral Length: Please specify Gujarat Medical Services Corporation Limited Page 76


Temporal Resolution: of 60-150 ms or more; the values should also be specified in relation to the heart rates.

Pitch: clearly specify the pitch settings/range and best isotropic resolution at different pitch settings.

No. Technical specification

Please mention the longitudinal Coverage in cm/sec of scan time

Bolus trigeer or bolus chase spiral acquisition should be possible 7 Topogram:

(a) Length: Specify the range.

(b) Scan times: Specify the range.

(c) Views: should be feasible in frontal and lateral views.

8 Data Acquisition system: Detector: Please specify the detector design, number of

rowswith their thickness, number of elements, and he geometric and absorption efficiency of the detectors in %.

9 Image Reconstruction:

a Please specify the Real-time reconstruction speed

b Reconstructed slice width should be specified.

c Pitch: 0.6 and more (freely selectable)

d Display matrix: 1024 x 1024 or more.

e Slice thickness range: less than 0.8mm – 10 mm.

10 Patient registration facility including on-line registration, pre-registration transfer

ofinformation from his/ris VIA dicom and emergency registration. 11 Complete manuals and other necessary documentation should be provided. 12 UPS for complete unit (with back to back full load of the unit) including 30 minutes back-

upusing maintenance free batteries. Gujarat Medical Services Corporation Limited Page 77


13 That the vendor should also provide all the latest softwares and facilities for that particular

system, that they will be exhibiting in the RSNA conference of the year of installation. In addition please note that The equipment to be supplied should be latest equipment satisfying the tender specifications and any software up gradations uptill the minimum next 5 years should be provided without any extra cost.

14 Please specify high contrast and low contrast resolution 15 System should have inbuilt paediatric protocol and dose saving features 16 Image reconstruction No. 17 18

Real time reconstruction speed please specify Display matrix - 1024x1024 Scan time and length - please specify Reconstructed slice thickness - 0.8 mm to 10 mm freely selectable Scan field and reconstruction field please specify Technical specification Operator console Should perform refrigeration, schedulling, protocol selection, volume rendering, volume measurements, multiplanner reconstruction and standard evaluation application and all available post processing functions wihtout the help of satellite workstation. Raw data storage - please specify Softwares Real time MPR - straight + curved 3D SSD and MaxIP and Mini IP Volume rendering and surface rendering CT angiography with automatic labelling Single click auto bone removal Volume measurements Dynamic evaluation Virtual scopy-bronchoscopy,colonoscopy Gujarat Medical Services Corporation Limited Page 78


Dentascan

Bolus triggered angiography

3D Software for cochlea 19 Standard image evaluation tools 20 Additional DICOM 3.0 Post processing workstation with features same as main console 21 Pressure Injector - single head pressure injector with corresponding 100 syringes of 100

cc & connector 22 Stabilizer and UPS for digital system minimum 30 minutes 23 Lead glass as per AERB norms 24 Lead aprons, thyroid sheilds, Gonad Sheilds - 3 Nos each 26 Warranty - 5 year 27 CMC for 5 years including QA/QC as per AERB norms. CMC includes CT machine, Dry laser

camera, Pressure Injector, stabiliser and UPS and all other third party accessories supplied by vendor at the time of installation

28 AERB approval to be managed by company 29 Anaethetist trolley 30 Dry laser camera with minimum resolution of 500 DPI and with three trays to

accommodate three different size of films. The laser camera should be of customer choice. 32 On site training for technicians by application specialist for minimum 1 month 34 Breakdown time – the machine should work minimum of 90% of working hours on

which institute is open. Penalty of Rs. 10,000/- will be applicable on breach of this. Gujarat Medical Services Corporation Limited Page 79

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. [A] Required Specifications

128 SLICE CT SCANNER For ALL PURPOSE SCANNING INCLUDING

CORONARY ANGIOGRAPHY

Installation of top of a line Spiral Multi-Slice CT Scanner with

1 capabilities of acquiring 128 slice per 360 degree in body and Cardiac

Scan.

2 Mandatory Essential features: (I) Scan time

Scan time for one gantry rotation for complete 360 degree is should be 0.35

sec or better.

(II) Detector

a) Detector should have facility to acquire 128 slices simultaneously in one

Rotation

The detector shall have at least 64 rows with each row having at least over

670 elements. Detector should have facility to acquire 128 slices

simultaneously in b) one rotation (128 acquired slice and not reconstructed slices). Also please

specify the number of reconstructed slices. Reconstructed slices should be 256

slices or more.

The detectors shall be large area detector with a Z axis coverage of minimum c)

38.4 mm per Matrix Size

The detector shall cover minimum 38.4 mm per rotation for standard and d)

cardiac scan. (III Matrix size ) Gujarat Medical Services Corporation Limited Page 80

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. [A] Required Specifications a) Display Matrix of 1024 X 1024 or more. b) Reconstruction Matrix of 512 X 512. (IV Slice Thickness for ) a) 128 acquisitions with minimum thickness of 0.625 or better.

(V) Gantry: a) Gantry Aperture: 70 cm or more b) Gantry Tilt: +/-30 deg

c) Scan Field of View: 50 cm or more (VI Scanning Capability: )

True 3 -Dimensional Cone beam correction technique shall be available in all a) modes of acquisition such as axial, spiral, in various application studies for

whole body and cardiac.

The ECG gated acquisition shall have high accuracy of real time monitoring

b) and adapting continuously Heart rate changes into the ECG trigger delay

during each scan

c) Dose modulation shall be available for all types of studies including ECG gated

tube current modulation.

d) Pediatric and infant base protocols shall be available based on the infant

weight.

CT Fluoroscopy and Continuous CT (CCT) applications utilizing a cart-mounted

e) monitor with real-time guidance for interventional procedures (up to 8fps) available as standard. Also it should be possible to perform gantry room scans



[A] Required Specifications

using a foot pedal.

Latest iterative reconstruction technique to reduce noise and to reduce

f) radiation dose should be quoted as standard. The image reconstruction rate

should be at least 40 images/secs with this technique.

(VI Resolution I)

The High contrast Resolution should be at least 15lp/cm for axial and spiral scan at cut off. (Specify the phantom used, scan time, mA, Filter for image

a) reconstruction scan field dose slice and MTF),

The low contrast resolution should be at least 4 mm at 3.0 HU. Dose to be less

b) than 28Mgy. Measurement to be based on 20 cm CATPHAN. (Specifu scan

time, mA, filter for image reconstruction, scan field, slice). 3 Should consist of following features:

I Pitch: to be freely selectable in auto mode and also manual 0.15 -1.5

II patient Couch: The table should have a metal free scannable range of at least

160 cms

X ray generator: The generator should be high generator type and should have

III at least 100 KW output with maximum current of at least 620 mA or more.

Mention kV selection. 4 X-ray Tube:

a) Tube of high storage capacity 7MHu or more with effective storage of 25 Mhu.

b) Peak Heat dissipation rate of anode should be at least 1000 KHU/min.

5 Operator Console: Gujarat Medical Services Corporation Limited Page 82


It should have a large 18" or more high resolution LCD monitor with a display a) 1024 X 1024 matrix or more. Dual monitor console one for scanning and one

processing

All functions including scanning image reconstruction film documentation,

archiving, transferring, MPR Angiography maximum intensity projection, volume rendering, 3D SSD, CTAngio , vessel measurement, small volume

b) quantification, Virtual endoscopy software for visualization of vessels and air

filled structures, vessel analysis, Brain& Body Perfusion package and axial

spiral perfusion for 80mm or more should be available as standard

Real time MPR - straight + curved

3D SSD and MaxIP and Mini IP

Volume rendering and surface rendering

CT angiography with automatic labelling

Single click auto bone removal

Volume measurements

Dynamic evaluation

Virtual scopy-bronchoscopy,colonoscopy

Dentascan

Bolus triggered angiography

3D Software for cochlea 6 Computer System & image Processor a) 64Bit l32 Bit main CPU with at least 8GB RAM memory or better. Gujarat Medical Services Corporation Limited Page 83



b) High speed CPU using Intel i7 or better running at 3.0 GHz or better

c) Hard disc of 2 Terabytes.

d) Image storage of 4,00,000 or more of 512 matrix

e) CD archive with 600 or 700 MB capacity Discs

The image reconstruction should be at least 20 images per second or better

f) for all types of acquisition modes including Cone beam correction. Neuro

Imaging studies and 512 matrix and standard pitch

7 Workstation (Nos.2)

a) Workstation should be company made, both workstations should be identical.

b) It shall be independent fully and be DICOM 3.0 compliant for multi-modality

study review.

c) The computer shall be the latest state of art Pentium processor working on

Windows base platform for ease of use.

d) It shall be a high speed CPU with a speed of 3.0 GHz or better and with an

independent Hard disc storage capacity of 1TB or more.

8 Spiral/Helical Technique:

A Scan length of at least 100 secs continuous.

B Should have facility of Multi-spirals bi-directional spirals and back-to-back

spirals.

9 Software: DICOM 3.0 capability

a) Software for cerebral perfusion study with stroke protocol b) MIP, volume MIP, ctAngio software with quantitative vessel analysis, virtual Gujarat Medical Services Corporation Limited Page 84


endoscopy software for visualization of vessels and air filled structures and Colonography software for virtual endoscopic, colon study, Dental Planning

software for panoramic views and cross-sectional cuts of mandible/maxilla,

Osteo Ct, Brain & Body Perfusion, Lung Nodule Assessment, Lung CAD should

be available on workstation

Volume rendering technique with axial cross reference imaging along with c)

measurement tools on volume rendered image 3D, 3D Small volume. d) Calcium Scoring software for coronary arteries.

Complete cardiac package with ECG gated studies (prospective and e)

retrospective tagging with)

Cardiac review with analysis functions such as Ventricular motion, short axis/ i)

long axis view, central stenosis analysis, regional wall motion studies iii) Coronary angio

iv) Coronary tree extraction v) One touch volume rendering of the whole heart, vi) ECG gated dose modulation,

vii) Calcium and coronary angio reporting.

Cardiac study reconstruction must be high speed of atleast 20 images per vii)

second viii) Prospective ECG Gating cardiac scan 10 OTHERS A) Software for Remote Diagnostics Service over a telephone line B) ECG Gating gadgets. Gujarat Medical Services Corporation Limited Page 85



C) System must be PACS interface ready without any new hardware or software.

D) Fully DICOM 3.0 compliant including:

i) DICOM Modality worklist, with automatic procedure selection

ii) Capability from HIS- RIS interface.

E) Dose saving protocols must be available including:

i) Automatic tube current selection suited for selected exam

ii) Dynamic on the fly tube current modulation while scanning

iii) ECG gated dose modulation to reduce dose during undesired cardiac phases.

iv) Dose displays such as CTDI volume, Dose Length protocol. Dose efficiency

11 Hard copy unit:

dry camera with digital interface and control integrated with main consol and A) work station. Camera should print 14” x 17” film size at 500 dpi and color

laser print for printing coronary scan

12 Patient accessories: a) All patient positing should including head rest should be included.

Positioning assistance for CT and PET CT guided interventional procedures

biopsy, FNAC, pain care, ablation etc. system should have guide needle b) placement by providing entry point, insertion angle, needle depth till the target

site. System should have planning facility for these procedures and should also

support multiple needle placements.

13 Accessories:

a) Dual head pressure injector with 500 syringes Gujarat Medical Services Corporation Limited Page 86

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. [A] Required Specifications b) 120kvA UPS for entire CT system with 30 minutes backup. 14 Miscellaneous: a) Machine should be CE, AERB and US FDA approved.

Design and site AERB approval prior to installation will be responsibility by the b)

supplier.

4 Days training at site as part of Warranty & CMC by qualified application c)

specialist every 6 month. 15 Turnkey:

Company will assist in AERB approval and infrastructure development. a) Biannual QA testing during Installation and CMC. Company will confirm the site

readiness before supplying the machine.

Warranty for 2 years & CMC price next 5 years, which should include cost of

labor spares, entire equipment. The CMC cost will be taken into

consideration for price comparison. Gujarat Medical Services Corporation Limited Page 87


ANNEXURE – B

Technical specification of 1.5 T MRI S. Requirement No

Whole body 1.5 Tesla 70 cm bore Magnetic Resonance Imaging System optimized for higher

performance in Oncology,musculoskeletal,body and neuro-logical examinations with short

superconducting magnet, high performance gradients and digital Radio frequency system.

The system should be latest machine and should have minimum of 32 independent RF

channels system. All capabilities as detailed below should be integral part of the quotation and none of these

essential requirements should be quoted as optional. 1 MAGNET

I 1.5 T active shielded super conductive magnet.

II Length should be short with at least 70cm flared opening. III It should have facilities of better illumination, ventilation and designed to avoid

patient claustrophobia.

IV The homogeneity of the magnet should be mentioned in relation to 10, 20, 30, 40, 50 cm

and at its highest DSV.Please attach data sheet and method V Please specify upto what FOV gradient linearity is maintained.

VI Magnet should be shielded from external interferences. 5 gauss line should within the



confine of the magnet room.

VII Cryogen vessel ‘to be of Helium only with appropriate super thermal shielding and refrigeration facility for minimum Helium boils off, Specify the Helium tank capacity and boil-off rate.

VII Helium level monitoring equipment of the magnet and facility for appropriate quick I shutdown of the magnet in the event of emergency

IX Specify the weight of the magnet including the gradient and covers etc.

X The front panel display at the magnet should display coil, table position and also

remote selection of coil elements.

2 SHIM SYSTEM

I High performance and highly stable shim system with global and localized manual and auto-

shimming for high homogeneity magnetic field for imaging. Specify time for shimming.

Quote the number of shim coil used. II Auto shim (global and voxel shim) should take minimum time to shim the magnet

with patient in position.

3 GRADIENT SYSTEM

I System should have a minimum gradient strength of 44mT/m with a slew rate of

atleast200T/m/sec. The rise time should be proportionate to reach the maximum

gradientstrength so that the duty cycle is around 100%.

II These true slew rates should be available in each axis independently, for overall better

dully cycle performance of the gradient.

III Noise limits / ODI comfort level of the gradients should conform to the standards set by

FDA / NEMA / both.

IV The Gradient system should have provision for eddy current compensation.



V

VI VII VII I

IX

Field of View should be at least 50/50/45cm in all three axes. Minimum TE & TR in 2D/3D should be specified in relation to the sequences Minimum Slice Thickness in 2D & 3D should be specified in relation to the sequences. Echo Train length in both Spin echo and Gradient Echo should be at least 256 or more. The measurement matrix should be from 128x128 to 1024x1024 in both 2D and 3D

imaging as well. 4 RF SYSTEM I RF system should be fully digital and solid sate with transmit power of atleast 15 kW.

II It should also have at least minimum of 32 independent RF channels with each having

bandwidth of 1MHz or more along with necessary hardware to support Quadrature/ CP

array coils.

III It should support Parallel acquisition techniques like K space base (ARC /

GRAPPA) and also image based (ASSET/SENSE/IPAT) with a factor of at least 4.

Higher factors if available should be offered optionally.

IV Specify frequency stability and amplifier resolution. v RF system should be compatible with parallel imaging technique. It should be able to

support time reduction with compatible coils in 2D/3D imaging in body / neuro imaging upto

acceleration factor of at least 4.

5 RF COILS -

The system body Coil integrated to the magnet must be quadrature /CP. In addition to

this coil following Coils - should be quoted.



(1) Head coil – Phased array coil with at least 15 channels for cranial application

including paediatric head.

Higher the channels will be preferred. (2) Neck phased array coil.

In case above two coils do not suffice in combination for complete Neuro -vascular study,

Aortic arch to Circle of Willis, please quote separate coil in addition to above two coils for

this study.

(3) Posterior array coil should be integrated on / under table top, should provide neck to toe

coverage with head or feet first without coil handling or repositioning. Posterior coil should

combine effortlessly with other coil for large coverage and fast & easy patient coverage.

Maximum achievable FOV should be mentioned. The spine coil to provide complete coverage

of brain and spine. Cover area should be 120 cm.

(4) Anterior Phased array Body coil having 32 Channel dedicated Body coil or

combinationto achieve 32 channel imaging to be quoted as standard.

Anterior Phased array Body coil, capable of doing whole abdomen & pelvic (prostate. rectum

and cervix), MRCP etc. The coil should cover the heart, abdomen and pelvis. In case this is

not available additional coils and packages to cover at-least 60cm FOV on Z axis should be

given. Please specify the time reduction factor with PAT.

(5) Breast Coil capable of performing simultaneous bilateral breast imaging at a time.

Higher channel is preferred. Minimum 8 element/8 Channel.

(6) Two flex coil (large and small)

for imaging of large regions such as shoulder, hip and knee

etc. small one for smaller joints.

(7) Dedicated surface coils for bilateral carotid imaging, larynx, thyroid, orbital imaging, inner



ear imaging, TMJ imaging. (8) High resolution knee coil with at least 12 channel or more.

Vendor should offer multi coil acquisition in order to optimize throughput increase

and increased effective FOV. Vendor should also send following information

regarding each of the coil – Photo, Length width and height and weight (total

weight ) of coil, Number of Element , Number of Channel, FOV (actual and

garunted)of each coil in supero inferior – right to left and anterior to posterior

coverage.

6 PATIENT TABLE – Please specify the type of table.

I The table should be fully motorized. Computer controlled table movement in vertical and

horizontal directions. Position accuracy should be +/- 1.0 mm or better. The movement of

table should be at least 200cm.

II III IV V

VI VII VII I

IX

The table should have facility for manual traction In case of emergency. The table should be able to withstand patient load minimum of 150 kgs. Acoustic noise should be lowest possible. Please specify. Ear plugs should be provided. The table should have patient auto alarm system. The CCTV system with LCD display to observe the patient. The table should deliver the protocols for automatic bolus chasing in peripheral angio

with automatic table movement. Two way communications should be possible with the patient from the console room. MR compatible audio system should be available both in the console and gantry room

for patient comfort. Gujarat Medical Services Corporation Limited Page 92


7 COMPUTER SYSTEM IMAGE PROCESSOR / OPERATOR CONSOLE I Computer should be latest in the industry, fast and efficient. The configuration of the

computers provided should be the latest with large 8 GB RAM and Memory capacity

available at the time of delivery of the machine (2 lacs in 256X256 matrix).

II Necessary image processor with large RAM for ultra-fast image reconstruction should be

provided. It should be at least 8GB RAM. Please specify. RAM and reconstruction speed

in images per second for full FOV 256 matrix. Higher will be preferred.

III Computational Speed to match the single shot Echo Planar Imaging (EPI). Interactive

angiogram, multi-planar three dimensional (3D) reconstructions. Surface rendering,

dynamic Imaging, vascular Imaging/angiography. Functional imaging, DTI.

IV V

VI VII

The main host computer should have at least 19-inch TFT/LCD type color monitor. If

LED monitors are available at the time of machine delivery, it should be provided. The main console should have facility for music system for the patient in the magnet room. Filming and adequate storage for images and other applications. Total hard disk memory to be sufficient to store at least 200,000 images of 256 x 256

matrix data size. Systems offering higher’ storage will be preferred. The system should have

CD/DVD archiving facility on the main console and work station. VII Dual DVD write/CD Read/Rewrite drive for writing of images, spectra and raw data along I with the necessary software for reading the Images and spectra on DVD/CD storing

capabilities. Provision for archival of k-space data and raw (unprocessed) images.

IX DICOM interface to hook DICOM dry/laser camera capable of storing printing 1024 x

1024 matrix size images at least in 16 formats without loss of digital resolution. X The system should be capable to connect to PACS through HL7/RIS/HIS at no extra

cost. Highest version of DICOM connectivity to be provided. It should have the capacity of

plug and play.



XI The image documentation should be possible from main console as well as from

work station.

8 WORKSTATION

I One color work stations with 19 TFT/LCD/ LED (if available at the time of delivery) monitor

with dual exam processor with at least 8GB RAM, separate hard disk with image storage of

at least 2 lacs images in 256x256 matrix with C DRW or DVDRW.

II Workstation software provided should be state of the art, latest software with respect

to each vendor available at the time of delivery of the system.

III All post processing softwares should be available with main console and on the workstation.

IV The workstation should have display of cine images in movie mode with rapid avi creation.



Schedule B User Charges to be collected by Concessionaire from Patients

(Other than Economically Weaker Patient Cases)

1. Patient other than Economically Weaker Patient mean OPD/ IPD Patient or

Patient referred by Doctor outside the Government and GMERS Medical

Colleges and Hospital;

2. A green slip will be given to patient falling in OPD/ IPD Category (counterpart will remain at issuing office to verify at time of payment) which will contain information of OPD ID no., name, age, sex, address, contact no. referred by Dr., OPD/ ward --------/trauma center, provisional diagnosis, and test to be done;

3. The Concessionaire shall have the right to demand and recover User Charges

from the IPD patients other than Economically Weaker Patients referred by the Authority who use the services provided by the Diagnostic Centre during the Concession Period as per the QUOTED RATES as specified in the last column of Appendix 1 to Schedule B of this Agreement. In case no User Charges are specified for a particular test, then market rates (to be decided by the Concessionaire) will be applicable, subject to an upper limit of 20% above the Quoted Rates for Authority referred IPD patients;

4. The User Charges will be escalated at the rate of 5% (Five per cent) every

alternate year starting from the COD of the Project. For example, if the COD

of the Project is in December 2015, then the applicable User Charges for year

1 and year 2 (base year price) would be as per rates specified in Clause 1

above. For Year 3, the Government would escalate the User Charges for the

diagnostic tests by 5% of the base year prices. The Government would charge

such escalated User Charges from the beginning of year 3 to the end of year

4. Such escalated User Charges would become the base year price for year

5. The pricing benchmark used for each of the respective diagnostic service shall

be the rates decided as per the Lowermost Quotation of Successful bidder in

percentage terms as compared to the rates specified in the Appendix 1 to

Schedule B of this agreement. In case no User Charges are specified for a

particular test, then market rates will be applicable; which will have to be

decided by the Concessionaire in consultation with the Authority

6. If out of total scans for Authority referred patients, there are more than 60%

normal scans for a particular quarter, the rates to be considered for payment

of excess normal scans over and above 60% will be half of the approved rates



As such, the excess User Charge, if any, collected by the Concessionaire would be

treated as penalty to be deducted from the subsequent payments to be made to

the Concessionaire by the Authority.

7. Patients will get film of test, CD and printed report within 3 hours of the

test done without extra cost.



Appendix 1 to Schedule B Schedule of Rates to be charged by the Concessionaire

(Other than Economically Weaker Patient Cases) [As

per notification issued by the Authority

Effective from *** till 31st March, 20**]

MRI Study

Market rate of

MRI


+/- of market rates with man power machine

and reporting) inclusive of all taxes

Brain 4500

Epilepsy Protocol 5000

MR Angio Brain/ Neck 5000

MR Venogram 5000

Angio-Head + Neck(non contrast) 8000

Spine-One Region 4500

Whole spine screening with Spine 1500

Whole spine screening with Brain 2500

Contrast Studies(One Region) 3000

Joint (Any). 5500

MRCP 5500

Abdomen/Pelvis 6000

Abdomen-Pelvis 8000

MR spectro with MR Plain & Contrast 9500

Market rate of CT

S No. Test

Market rate

without contrast




Market rate with contrast



inclusive of all taxes with machine

manpower and reporting

1 Brain 1800

2500

2 Thorax 3500 4800 3 Abdomen 4500 6000 4 IVP 3500 4500

5 Para nasal sinus(ENT) 2800

6 Neck 4000 5000

7 3D/Temporal Bone 4000 5000

8 Dental Scan(1Region) 2000

9 Angio Brain/Neck 8000

10 Angio Head & Neck 10000

11 Pulmonary Angio 11000

12

CT Angio-Peripheral(Limbs) 12000

13 CT Angio-Renal 8500

14 Renal Angio(Donor) 9500

15

Mensentric Abdominal Bifurcation 10000

16

Arch of Aorta to Abdominal Bifurcation 12000

17 Coronary Angio 10000

18 CT Biopsy 6000

19 Emergency Brain 1000

20 Emergency Others 2500

RATES FOR ONLY REPORTING OF CT & MRI AT PLACES WHERE CT/MRI MACHINE OWNED BY DEPARTMENT IS AVAILABLE BUT NO MANPOWER AVAILABLE

Reporting charges per scan (including charges for technician to take the scan) Inclusive of all taxes

CT

MRI


SCHEDULE C

Indicative Minimum Number of Clinical and Non-Clinical Manpower (Including TheirQualifications)

1. The following minimum number of personnel (including their

qualification) are supposed to be required for effective functioning of

the Diagnostic Centre. However, the Concessionaire may/may not

make the entire manpower available round the clock if he is able to

perform the test on the patients as and when patient reports and can

provide reports signed by experienced MD Radiologist ( MD/DM RD

with at location 5 years experiance) as specified in this document

within 6 hours of the test either through onsite radiologist or through

teleradiography.

Clinical Manpower

The manpower engaged in delivery of clinical services which includes

radiologist, pathologist, technicians etc form the part of clinical

manpower. The minimum indicative list of Clinical Manpower with their

qualification is indicated below:

Manpower Minimum Qualification No of Employees

Technician-CT & MRI - 2 year Diploma in Medical Radioisotope 2 DMRIT Techniques (DMRIT)

Tech-Gen –X ray 2 year Diploma in Medical Radioisotope 2 Techniques (DMRIT)

Radiologist MBBS/ DMRE/DMRD doctor having at least 3 1 years of working experience or MD (Radiology)

Non-Clinical Manpower

The manpower engaged in delivery of non-clinical services which includes

co-coordinators, security personnel, office and administration staff etc

form the part of non-clinical manpower. The minimum indicative list of

Non Clinical Manpower with their qualification is indicated below:

Manpower Minimum Qualification No of Employees

Cashier Graduate in commerce 1

Security officer Higher secondary 1

Duty manager Graduate 1

Sr.No. Manpower Minimum

Qualification No of

Employees 1 Patient care

coordinator Higher secondary 1

2 Executive-Materials Graduate 1 3 Attendant (Male) Basic ability to read and

write 2

4 Attendants (Female) Basic ability to read and write

1

5 Medical record keeper Higher secondary 1 6 Typist Higher secondary 1 7 Coordinator-HR &

Admin Graduate 1

Total 8 2. The Concessionaire has to furnish details of his staff to the Authority and must

ensure that a minimum clinical and non-clinical manpower to perform tests as

and when the patient referred by Authority report to the Project Facility at all

times during the Concession Period to perform the MRI & CT tests as per

requirement.

Gujarat Medical Services Corporation Limited Page

SCHEDULE D

Cost of Equipment as decided by the Authority

The following rates has been decided by the Authority based on the minimum

Technical Specifications and Standards mentioned in Schedule A of this Agreement:

S. No Name of Equipment Price Per Equipment as Decided by the Authority, vide GR no: *** Dated:*** in INR (inclusive of all Taxes)

1 MRI – 1.5 Tesla Rs, 5,00,00,000/-

(Rupees five Crores Only)

2 CT Scan – 128 Slices Rs, 4,00,00,000/-

(Rupees Four Crores Only)

3 CT Scan – 16 Slices Rs, 2,00,00,000/-

(Rupees Two Crores Only)



SCHEDULE E

Format of Performance Security

5% of estimated cost of tender



SCHEDULE F

O&M Requirements 1. General

1.1 The Concessionaire shall comply with the O&M Requirements set out in this

Schedule. In doing so, the Concessionaire shall ensure that the diagnostic

equipment are maintained to the standards and specifications as set out in the

operating manual , maintenance manual as provided by the equipment

supplier and other relevant standards as per Good Industry Practice.

1.2 The Concessionaire shall take appropriate measures to minimise patient

waiting time.

1.3 During the Concession Period, the Concessionaire shall ensure that:

i) Project Facility is kept free from undue deterioration and undue wear;

ii) Project Assets are maintained in a proper order and the Applicable Permits

are renewed as and when required;

iii) applicable and adequate safety measures are taken while conducting the

Tests;

iv) no discomfort is caused to the patients during the waiting time;

v) any situation which has arisen or likely to arise on account of any accident

or other emergency is responded to as quickly as possible and its adverse

effects controlled/minimised;

vi) any kind of disturbance or damage or destruction to the Diagnostic Centre

by any at of the Concessionaire or its contractors is controlled/minimised;

vii) members of the public are treated with due courtesy and consideration by

its employees/ agents;

viii) a complaint register to record grievances of any member of the public

in relation to the operations of the Diagnostic Centre is duly maintained;

ix) the personnel assigned by the Concessionaire have the requisite

qualifications and experience and are given the training necessary to

enable the Concessionaire meet the O & M Requirements. Gujarat Medical Services Corporation Limited Page 102

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 2. Requirement of Installation of Diagnostic Equipment

2.1 The Concessionaire shall install all the diagnostic equipment of not less than

the specified minimum technical specifications as provided by the Authority

and in conformity with the Minimum Technical Specifications and Standards

set forth in Schedule C of this Agreement;

2.2 The Concessionaire shall follow the Atomic Energy Regulatory Board (AERB)

rules and regulations during installation of the Project;

2.3 The Concessionaire shall install only brand new diagnostic equipment. No

refurbished, second hand or used diagnostic equipment would be accepted;

2.4 The Concessionaire may expand the capacity of the Diagnostic Centre by

installing additional diagnostic equipment at his own cost so as to cater to the

patients;

3. Operations and management Requirements

3.1 The Concessionaire would operate the Diagnostic Centre in a non-

discriminatory manner and without giving preference to any particular patient,

except emergency or accidental cases);

3.2 The Concessionaire shall follow the Atomic Energy Regulatory Board (AERB)

rules and regulations during operations of the Project;

3.3 The Concessionaire shall ensure that the Facility is operational at all times as

and when patient referred by the Authority comes for test;

3.4 The Concessionaire shall set-up collection samples at various places at its own

cost for the purpose of rendering diagnostic services to patients hailing from

such places;

3.5 The Concessionaire would ensure at least 98% uptime of all diagnostic

equipment (maximum down time of 7 days in a year) or make alternative

arrangements for additional period of downtime upto maximum 18 days of

downtime in a calendar year as specified in the document above;

3.6 The Concessionaire would arrange for regular cleaning/sweeping of the

Diagnostic Centre either through own staff or outsourced arrangement;

3.7 The Concessionaire would ensure disposal of bio medical waste as per stipulated regulations of Pollution Control Board;



3.8 All patient entry data would be performed by the Concessionaire through the

proposed Application Software and would give access to the government;

3.9 The Application Software should be capable of generating invoices, manage

patient data (including Tests conducted on B Economically Weaker Patients),

patient history (including test results), manage patient queuing system,

inventory management, generate reports, etc;

3.10 All charges would be collected by the Concessionaire and the data

entry of the same would be maintained through the proposed Application

Software;

3.11 The patient data and financial data would be shared by Concessionaire

and Government to agree on the total diagnostic test performed during a

period;

3.12 The Diagnostic Centre should ensure that the diagnostic test results

are promptly made available and are reliable;

3.13 The patient registered for the test on a particular day would be

attended on the same day on a first come first serve basis (except in cases of

emergency). The Concessionaire would not discriminate against any patient

who comes to the Diagnostic Centre for getting diagnosed irrespective of the

category of the patient (except emergency cases as referred by the Authority

and accident cases);

3.14 If the IPD registered patient/ referred patient under Economically

Weaker category or OPD referred patient is not attended within 3 hours of

reporting, this would be termed as denial of service (“Denial of Service”).

Denial of Service would also occur in cases where a patient comes to the

Diagnostic Centre but is not registered by the Concessionaire for any reason

whatsoever. In such a case, the patient who has been denied service may

approach the Medical Superintendent for recording his grievance;

3.15 If a denial of service is established by the Expert Committee and

confirmed by the Medical Superintendent, the Concessionaire would be liable

for penalty to the extent of 3 (three) times the cost of the diagnostic test as

specified in this Agreement; Gujarat Medical Services Corporation Limited Page 104


3.17 Such amount towards penalty would be deducted from the next

month’s payment to the Concessionaire to be made by the Authority for tests

conducted on Economically Weaker Patients;

3.18 The Concessionaire would not outsource any test to any third party

except without the prior approval of the Authority.

4. O&M Requirement of the Project

4.1 The Concessionaire would keep the Project operational round the clock to

ensure that all referred patients are attended to and MRI/CT test conducted as

and when they report to the Project Facility

4.2 The Government of Gujarat shall take necessary steps to ensure that

Government Doctors within the vicinity refer all cases to this facility;

4.3 The Concessionaire would ensure that the Project Facility shall remain

operational for at least 358 days per calendar year;

4.4 The Concessionaire would ensure that adequate clinical and non-clinicalstaff to perform tests are always present at the Project Centre;



SCHEDULE G Design

Specifications The indicative floor areas for various services and the common areas are presented

in the table below:

S. DESCRIPTION OF AREA FOR RADIOLOGY CARPET AREA No (Sq FT) 1 PATIENT REGISTRATION/NURSE STATION 2 DARK ROOM 3 X-RAY- 4 MRI/CONTROL ROOM/PATIENT HOLD AREA 5 CT SCAN/CONTROL ROOM/CHANGE ROOM 6 CONTROL ROOM-MRI 7 CONTROL ROOM-CT 8 CONSULTANT ROOM 9 VISITOR WAITING/CAFÉ CORNER/LOUNGE 10 IT ROOM/ EQUIPMENT STORE 11 ELECTRICAL/L.T/DG/UPS ROOM

Total CARPET AREA(Sq. FT) – RADIOLOGY

Approx. 3000 sqfts(or required)

Source: Inputs from Technical Consultant This area configuration is indicative and the Concessionaire should provide all the

facilities listed above based on the area provided by the Authority for operations. The

Concessionaire shall operate, maintain and manage the Project strictly conforming to

the relevant Indian standards, local building bye laws and the best industry practices. The other key construction requirements that the Concessionaire have to take care of

are as follows:

1. Generator Back-up The Concessionaire shall provide power back-up adequate for at least 80% of the

designed power load of the Project Facility. The generator shall be equipped to have

a switch-over mechanism so as to be activated automatically in the event of power

failure. The generator shall be installed in a separate sound-proof enclosure. 2. Fire Fighting System

The Concessionaire shall design and implement a comprehensive fire fighting system

in accordance with CPWD and NBC norm.

3. Air Conditioning and Mechanical Ventilation

i) Project Facility shall be provided with adequate mechanical/ natural

ventilation as per applicable norms;

ii) Air-conditioning system shall be designed to meet the requirements of the

NBC, BIS as well as local authorities;


SCHDULE -H

3. Suggested down time and average turnaround time (Normal and Emergency Cases) for Critical Equipment S. Service Area Equipment Downtime Average Average

No. Turnaround Turnaround Time Time (Normal (Emergency) real- Course) - batch time processing processing

1 Radiology MRI Max 7 days in a year 4 hrs 2 hrs

CT Max 7 days in a year 4 hrs 2 hrs



SCHEDULE I

Monthly Report

Appendix 1

Performance of Project under Public Private Partnership Report for the month………………………………… Year………………………… Name of the Diagnostic Centre under PPP ………………………………………… Date of commencement of services…………………………………………………. 1. Number of patients offered diagnostic services in the at the centre during the

month a. OPD & walk-ins………………… b. IPD………………………………..

c. Emergency……………………… d. Total…………………………….

Summary of performance of the diagnostic centre under PPP for the month Type of Patient Number of patients for

diagnostic source

whom tests were done

test

Category of patient

Economically

Chargeable Weaker

Patients

CT OPD &

Walk-ins

IPD

Emergency

Total

MRI OPD &

Walk-ins

IPD

Emergency

Total

MRI OPD &

Walk-ins

IPD

Emergency

Total

Reporting time (from

the sample collection to delivery of report) Category of patient

Economically Chargeable Weaker

Patients



2. Number of test reports that were not delivered to the patients within 24 hours

from sample collection……………….

Sl. Name of the test No of cases Reason for delay Action taken No performed in

the day

3. Details of Number of equipment that were under repair/ maintenance with a

downtime of more than 2%.

Sl. Equipment Duration of Nature of For recurring No under repair/ downtime during downtime (if downtime state

maintenance repair / recurring or not) the remedial maintenance action taken

4. Number of complaints received ………………..

Number of complaints Nature of complaints Actions taken regarding Received received the complaints received

5. Details on service denials ………………..

Sl. Name & Contact details Type of test Reason for Denial of Actions taken No of the patient service

Declaration: I hereby declare that the information provided above is true and

complete and is fully verifiable whenever needed. Signature of Signatory with Seal and Date Gujarat Medical Services Corporation Limited Page

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. Copies to be sent to: 1. ACS, MS &ME 2. Commissioner of Health,Gandhinagar 3. The Managing Director ,GMSCL,Gandhinagar. 4. The Medical Superintendent of the District Hospital [The monthly report for each month should be sent to all concerned by the

7th working day of the next month] Gujarat Medical Services Corporation Limited Page


Appendix 2 of Schedule I

Monthly Claim for Services provided to Economically Weaker Patient (s)

[to be decided by Authority] Gujarat Medical Services Corporation Limited Page 115

Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. SCHEDULE J

User Charges, Procedure and Payment to the Concessionaire

for Economically Weaker Patient Cases 1. User Charges to be charged from Economically Weaker Patients

i) Economically Weaker Patient means the referred Prisoners or Patient falling

under BPL/ HIV positive/ MA/ MA vatsalya Schemes/ RSBY / School Health/

Leprosy/ or any other program which provide free service to patient category;

ii) A pink slip will be given to patient falling under Economically Weaker Patient

Category (counterpart will remain at issuing office to verify at time of

payment) which will contain information of OPD ID no., name, age, sex,

address, contact no. referred by Dr., OPD/ ward --------/trauma center,

provisional diagnosis, and test to be done;

iii) The Concessionaire shall not demand and recover any User Charge from the

Economically Weaker Patients;

iv) The user charges for the Economically Weaker Patient are to be charged on

the Authority at the rate of 10% below the rates quoted by the successful

bidder as per Schedule B. These charges shall be reimbursed by the Authority

through Medical Superintendent to the Concessionaire during the Concession

Period subject to adjustments made against the Viability Gap Funding

provided to the Concessionaire by that time. For example if the Viability Gap

Fund provided till first 6 months of operation for a particular CT Scan machine

is Rs 50 lakhs and the cumulative bills for tests on Economically Weaker

Patients till first 6 months of operation donot exceed Rs 50 lakhs, no extra

payment will be made to the Concessionaire. However, when the bills exceed

the Viability Gap Fund, the amount in excess of Viability Gap Fund will have to

be released as and when this happens;

v) The User Charges will be escalated at the rate of 5% (Five per cent) every

alternate year starting from the COD of the Project. For example, if the COD

of the Project is in 01st December 2015, then the applicable User Charges for

2016 to 31st March, 2017) (base year price) would be as per rates specified in

Clause 1 above. For Year 3, the Authority would escalate the User Charges for the diagnostic tests by 5% of the base year prices. The Government would charge such escalated User Charges from the beginning of year 3 to the end of year 4. Such escalated User Charges would become the base year price for year 5.


Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat. 2. Procedure to be followed for Economically Weaker Patients for

registering the cases and providing services The Medical Superintendent shall also ensure that for each test conducted on an

Economically Weaker Patient, the Concessionaire records the card number issued by

the Government to such Economically Weaker Patient on the invoice generated in

respect of such patient. The procedure to be followed is as follows:

i) The Economically Weaker Patients (except in case of prisoners where OPD

referred cases would also be permissible) shall be referred from IPD (including

emergency).

ii) The patient shall deposit the pink slip duly attested by the Medical

Superintendent at the registration counter of the Concessionaire for

conducting the test;

iii) The attendant shall register in the online software the slip number provided by

the Medical Superintendent at the top right corner and provide a token

number/ waiting serial number to the patient for carrying out the test. The

patient shall wait for his/ her turn for the test and submit the token number

before the test; 3. Payment to the Concessionaire for Economically Weaker Patients

1) The Hospital shall be responsible for receiving payment from their cards or

programs or RKS and later on they will pay to Concessionaire as monthly bill)

and if chargeable then slip should be green (service provider can charge

directly as per fixed rates);

2) The payment would be settled on monthly basis. The payment shall be made

by way of cheque/DD in favour of the Concessionaire.

3) The Concessionaire shall give details of the Tests conducted on Economically

Weaker Patients during the preceding month to the Medical Superintendent

within 5 (five) days of the succeeding month in the format prescribed in

Schedule I of this Agreement. The Medical Superintendent shall make the

payment of the applicable User Charges in respect of the Tests conducted on

Economically Weaker Patients to the Concessionaire on a monthly basis. The

Medical Superintendent shall make 75% of the claimed payment within 10 Gujarat Medical Services Corporation Limited Page 117


days of subsequent calendar month by way of a demand draft in favour of the

Concessionaire after reconciling the details with the details available to the

Medical Superintendent based on reports generated by the Application

Software. The remaining 25% shall be release by Medical Superintendent after

detailed verification within 15 days of subsequent calendar month by way of a

demand draft in favour of the Concessionaire; Gujarat Medical Services Corporation Limited Page

. Draft Service Level Agreement for establishment, operation and maintenance of X Ray, MRI, CT Scan and allied infrastructure facilities in diagnostic centres and offering diagnostic services in radiology, at Government & GMERS Medical Colleges in Gujarat.

SCHEDULE K

Signed copy of Joint Bidding Agreement Gujarat Medical Services Corporation Limited Page